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AMENDED AND RE-STATED EMPLOYMENT AGREEMENT

Employment Agreement

AMENDED AND RE-STATED EMPLOYMENT AGREEMENT | Document Parties: HARTVILLE GROUP INC | CHRISTOPHER EDGAR You are currently viewing:
This Employment Agreement involves

HARTVILLE GROUP INC | CHRISTOPHER EDGAR

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Title: AMENDED AND RE-STATED EMPLOYMENT AGREEMENT
Governing Law: Ohio     Date: 4/2/2007
Industry: Insurance (Accident and Health)     Law Firm: Baker & Hostetler, LLC;     Sector: Financial

AMENDED AND RE-STATED EMPLOYMENT AGREEMENT, Parties: hartville group inc , christopher edgar
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Exhibit 10.6

AMENDED AND RE-STATED EMPLOYMENT AGREEMEN T

BY AND BETWEEN

HARTVILLE GROUP, INC.

AND

CHRISTOPHER EDGAR

EFFECTIVE: March 29, 2007

 


 

EMPLOYMENT AGREEMENT

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGES

 

 

 

 

 

 

 

 

 

 

1.

 

EMPLOYMENT

 

 

1

 

 

 

1.1

 

General Duties and Title

 

 

1

 

2.

 

TERM

 

 

2

 

3.

 

REMUNERATION

 

 

2

 

4.

 

WITHHOLDING

 

 

3

 

5.

 

INSURANCE AND OTHER BENEFIT PLANS

 

 

3

 

6.

 

VACATIONS, ILLNESS AND HOLIDAYS

 

 

3

 

7.

 

BUSINESS EXPENSES

 

 

4

 

8.

 

INDEMNIFICATION

 

 

4

 

9.

 

TERMINATION OF EMPLOYMENT

 

 

5

 

 

 

9.1

 

Termination by the Company for Cause

 

 

5

 

 

 

9.2

 

Definition of Cause

 

 

5

 

 

 

9.3

 

Determination of For Cause Termination

 

 

6

 

 

 

9.4

 

Termination by the Company Without Cause and for Good Reason

 

 

6

 

 

 

9.5

 

Voluntary Termination by the Executive

 

 

7

 

 

 

9.6

 

Disability Termination

 

 

7

 

 

 

9.7

 

Termination Due to Executive’s Death

 

 

7

 

10.

 

RESTRICTIVE CONVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT

 

 

8

 

 

 

10.1

 

Solicitation of Employees; Customers; Agents or Representatives etc

 

 

8

 

 

 

10.2

 

Confidential Records

 

 

8

 

 

 

10.3

 

Ownership of Proceeds of Employment

 

 

9

 

 

 

10.4

 

Survival

 

 

9

 

 

 

10.5

 

Enforceability; Remedies

 

 

9

 

11.

 

MISCELLANEOUS PROVISIONS

 

 

9

 

 

 

11.1

 

Severability

 

 

9

 

 

 

11.2

 

Execution in Counterparts

 

 

10

 

 

 

11.3

 

Notices

 

 

10

 

 

 

11.4

 

Entire Agreement and Subsequent Amendments

 

 

11

 

 

 

11.5

 

Applicable Law

 

 

11

 

i


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGES

 

 

 

 

 

 

 

 

 

 

 

 

11.6

 

Headings

 

 

11

 

 

 

11.7

 

Binding Effect; Successors and Assigns

 

 

11

 

 

 

11.8

 

Waiver

 

 

11

 

 

 

11.9

 

Warranty and Capacity to Contract

 

 

11

 

 

 

11.10

 

Arbitration

 

 

12

 

 

 

11.11

 

Remedies

 

 

12

 

 

 

11.12

 

Survival

 

 

12

 

 

 

11.13

 

Deferred Compensation

 

 

13

 

ii


 

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) originally entered into January 20, 2006 (the “Effective Date”) and amended and re-stated, effective March 29, 2007 by and between HARTVILLE GROUP, INC. (the “Company”) a Nevada corporation, and CHRISTOPHER EDGAR (“Executive”).

WITNESSETH THAT

WHEREAS , the Company desires to employ Executive in accordance with the terms of this Agreement and Executive desires to be so employed by the Company; and

WHEREAS , the parties desire to set forth the employment understanding and terms and conditions of employment in a written agreement; and Executive wishes to accept such employment upon the terms and subject to the conditions hereinafter set forth;

NOW THEREFORE , in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows:

1.

 

EMPLOYMENT

1.1

 

General Duties and Title

 

 

 

 

 

On the Effective Date, the Company hereby employs Executive with the title/s designated in Exhibit A (the “Position Description”) attached hereto and forming a part of this Agreement.

 

 

 

 

 

Executive’s primary responsibilities and duties are as described in Exhibit A. The primary responsibilities and duties of the Executive may be altered or amended by either (i) the mutual agreement of the Company and the Executive; or (ii) the establishment of new or modified duties, as determined by the Chief Executive Officer (the “CEO”) after consultation with the Board of Directors of the Company (the “Board”). Any modifications or alterations to the duties assigned to the Executive will be consistent with the customary duties of a Chief Marketing Officer and the education, background and experience of the Executive. Executive shall faithfully and substantially perform for the Company all such duties. Executive shall report to and take direction primarily from the CEO. With consent, the Executive agrees to act in the capacity of a board member or officer of such subsidiaries as he may be appointed without remuneration other than the remuneration to which Executive is otherwise entitled under this Agreement.

 

 

 

 

 

Services rendered by Executive shall be rendered in accordance with recognized insurance and financial industry standards and recognized codes of conduct or ethics. Executive shall further promote and enhance the business purposes of the Company by entertainment and other means, including participation in professional organizations and activities, attendance at insurance, financial, or industry conventions and seminars, and membership in insurance or financial industry societies. Any expenses associated with the foregoing shall be paid directly, or reimbursed to the Executive, by the Company.

1


 

2.

 

TERM

The employment of Executive hereunder shall commence on the Effective Date (the date coinciding with each one (1) year anniversary of the Effective Date shall be referred to as an “Anniversary Date”) and shall, unless this Agreement is sooner terminated as provided in Section 9 hereof, continue for two (2) years from the Effective Date (the “Initial Term”) and thereafter for additional one (1) year terms, provided however, that if written notice of termination of this Agreement is given by either party to the other party at least ninety (90) days prior to an Anniversary Date (the first of which shall be the last day of the Initial Term), then this Agreement shall terminate no later than the Anniversary Date next following the date of such notice.

3.

 

REMUNERATION

The Company will pay, or provide, to Executive as compensation for services to be rendered under Section 1 hereof, the following amounts:

 

(a)

 

Grant of Restricted Stock

On the Effective Date, the Company shall grant to Executive 2,000,000 shares of its Restricted Common Stock pursuant to a Restricted Stock Agreement, a copy of which is attached as Exhibit B and incorporated herein and on January 2, 2007, the Company will grant to Executive an additional 1,000,000 shares of the Company’s Restricted Common Stock pursuant to a restricted stock agreement with terms and conditions substantially similar to the agreement attached as Exhibit B and shall provide that 250,000 shares shall vest on each of March 31, June 30, September 30 and December 31, 2007.

 

(b)

 

Non-Statutory Stock Option Plan

On the Effective Date, the Company shall grant to Executive options to purchase 500,000 shares of the Company’s Common Stock under the Company’s 2003 Non-Qualified Stock Option Plan and the grant shall be as set forth on Exhibit C attached hereto and incorporated herein. In addition, on January 2, 2007, the Company shall grant an additional 500,000 options to purchase shares of the Company’s Common Stock. The grant of such options shall be as set forth in the Company’s 2003 Non-Qualified Stock Option Plan and the grant shall be as set forth in an agreement substantially similar to Exhibit C and shall provide that 125,000 shares shall vest on each of March 31, June 30, September 30 and December 31, 2007.

Notwithstanding the foregoing, in the event that a proposed “Change of Control” (as defined herein) occurs prior to January 2, 2007, the grant of restricted stock and options that are scheduled to be made on January 2, 2007 shall instead by made prior to the execution of an agreement which would result in a Change of Control, if the transactions contemplated by such agreement were consummated.

The period of time within which any Options granted under any Stock Option Agreement may be exercised in the event of termination after a ‘Change in

2


 

Control,’ shall be extended by not less than twelve (12) months after the Termination Date, but in any event, no later than the expiration date of all Options.

For the purposes of this Agreement, “Change of Control” means (i) any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Act”) (other than a current 10% beneficial owner (as defined in Rule 13d-3 under the Act) of the Company’s securities) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then issued and outstanding securities of the Company or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company, whether by sale of assets, merger or otherwise.

 

(c)

 

Bonus Plans

In addition, if approved by the Board of Directors the Executive may be eligible to participate in any bonus plan of the Company upon the same terms and conditions as other senior executives of the Company.

4.

 

WITHHOLDING

Executive agrees that the Company shall withhold from any and all payments required to be made to Executive pursuant to this Agreement all actual or potential Federal, State, local and/or other taxes the Company determines are required or potentially will be required, to be withheld in accordance with applicable statutes and/or regulations from time to time in effect.

5.

 

INSURANCE AND OTHER BENEFIT PLANS

Executive shall be entitled, during the period of employment with the Company, to participate in (i) the life insurance and disability insurance plans available to executives of the Company, including such accidental death or other benefits as may be provided under such plans, and (ii) the health and dental and vision plans available to officers (and their immediate families) of the Company, and (iii) such other employee benefit plans, including all employee welfare benefit plans and employee pension benefit plans, that currently are or will be made generally available to executives and salaried employees of the Company. Participation by or inclusion of the Executive in any benefit plan maintained by the Company shall be provided only to the extent that the Executive is eligible under the terms and conditions of the applicable plan and, if required pursuant to the plan, the employee meets any insurance underwriting or other conditions validly required by the provider or carrier of the plan or the contracts, policies, or other terms of eligibility or participation issued in connection with the plan.

6.

 

VACATIONS, ILLNESS AND HOLIDAYS

Without any loss or reduction of remuneration, Executive shall be entitled to be absent from Executive’s duties with the Company by reason of vacation or illness for four (4) weeks for each twelve (12) month period during the term of this Agreement. In addition, the Executive shall be entitled to such national and religious holidays as

3


 

generally approved by the Company. The Executive shall not be entitled to carry forward any unused sickness, vacation or holiday time accrued during a year to successive years of this Agreement.

7.

 

BUSINESS EXPENSES

The Company recognizes that, in connection with Executive’s performance of his duties, functions and responsibilities hereunder, Executive will incur certain reasonable and necessary business expenses, including, but not limited to, travel to and from New York and Ohio and lodging costs in Ohio. The Company agrees to pay or promptly reimburse Executive, but not less frequently than monthly, for all such reasonable business expenses, which are incurred in connection with the Company’s business, upon the presentation of statements setting forth the nature and amount of such expenses in reasonable detail, in accordance with the Company’s generally applicable guidelines and procedures from time to time; provided, that, with respect to the travel and lodging costs described in this Section 7, the Company shall pay such expenses directly.

In addition, the Company shall reimburse the Executive for 100% of his legal fees (up to a maximum of $6000) associated with the preparation and negotiation of this Agreement and the agreements set forth in Exhibits B and C immediately upon presentation of the billing statements for such legal fees.

8.

 

INDEMNIFICATION

The Company shall indemnify, defend and hold harmless Executive, and shall cause each applicable entity controlled by the Company (defined for purposes of this Section 8 as a “Subsidiary”) to indemnify, defend and hold harmless Executive for general directors and/or officers liability in the normal course of Executive’s services on Company business or Subsidiary business, to the fullest extent allowed by Nevada law and the bylaws of the Company. To the extent that a Subsidiary does not fully indemnify the Executive, the Company shall be responsible for such indemnification.

To secure its indemnification obligations the Company has and shall maintain in full force and effect through the term of this Agreement directors and officers insurance coverage as determined by the Company, but in no event in an amount less than $2 million. The use of the Company’s insurance coverage or policy to secure its or any Subsidiary’s indemnification obligation shall not, however, limit the obligation of the Company or any Subsidiary to indemnify the Executive for claims or expenses either below the annual or periodic deductible limit in the policy or in excess of the policy limits or for items or events not covered by the policy.

To the extent provided in the Company’s bylaws, the Company shall be obligated, and shall cause each applicable Subsidiary, to pay the claims or expenses of the Executive required under this Section 8, including defense cost, directly to the third party to whom payment is due and owing, without the necessity of the Executive making such payment and seeking reimbursement from the Company or the Subsidiary.

4


 

 

 

To the extent that the Executive is successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defence of any claim, issue or matter brought against the Executive, the Executive shall be indemnified by the Company, and the Company shall cause each applicable Subsidiary to indemnify the Company, against all expenses, including defense and legal fees, incurred by the Executive.

 

 

 

 

 

The provisions of this Section 8 shall survive the termination or expiration of Executive’s employment under this Agreement irrespective of the reason for such termination, provided that nothing herein shall be construed to provide Executive with any greater coverage or coverage for any period longer than Executive would have been entitled to receive under the terms of such insurance policy referred to herein (other than deductible and policy dollar limits).

 

 

 

9.

 

TERMINATION OF EMPLOYMENT

 

 

 

9.1

 

Termination by the Company for Cause

 

 

 

 

 

In the event that Executive is removed from office by the Company for Cause (as hereinafter defined), the employment of Executive under this Agreement shall terminate and Executive shall be entitled to receive all remuneration and benefits accrued hereunder to the date of such termination except for unvested Restricted Stock and Options granted hereunder and insurance which would by its terms lapse.

 

 

 

 

 

No other or further payment of benefits under this Agreement will be due upon termination for Cause, except as required by law, or under the Company’s insurance and other employee benefit plans and the procedures referred to in Sections 5 and 7.

9.2

 

Definition of Cause

 

 

 

 

 

For purposes of this Agreement, the term “Cause” shall mean (i) any wilful material neglect by Executive, or material failure by Executive to substantially perform the duties and responsibilities of the Executive’s office or offices (oth


 
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