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Exhibit 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into
as of this 27th day of November, 2007, by and between Health
Benefits Direct Corporation, a Delaware corporation (the
“CORPORATION”), and Anthony R. Verdi (the
“EXECUTIVE”). Each of the Corporation and the Executive
hereinafter may be referred to individually as a
“PARTY” or collectively as the
“PARTIES.”
WHEREAS,
the Parties are parties to that certain Employment Agreement, dated
November 10, 2005 (the “ORIGINAL AGREEMENT”),
which sets forth the terms of the Executive’s employment with
the Corporation; and
WHEREAS,
the Parties desire to amend and restate the Original Agreement upon
the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Parties,
intending to be legally bound, hereby agree and restate the
Original Agreement as follows:
1. EMPLOYMENT. The Corporation hereby employs the Executive
and the Executive hereby accepts employment as an executive of the
Corporation, subject to the terms and conditions set forth in this
Agreement.
2. DUTIES. The Executive shall serve as the Chief Financial
Officer of the Corporation with such duties, responsibilities, and
authority as are commensurate and consistent with his position, as
may be, from time to time, assigned to him by the Chief Executive
Officer (the “CEO”) of the Corporation. The Executive
shall report directly to the CEO. During the term of this
Agreement, the Executive shall devote his full business time and
efforts to the performance of his duties hereunder unless otherwise
authorized by the CEO. Notwithstanding anything else to the
contrary contained herein, the expenditure of reasonable amounts of
time by the Executive for the making of passive personal
investments, the conduct of private business affairs and charitable
and professional activities shall be allowed, provided such
activities do not materially interfere with the services required
to be rendered to the Corporation hereunder and do not violate the
restrictive covenants set forth in Sections 9, 10, and 11
below.
3. TERM OF EMPLOYMENT. The term of the Executive’s
employment hereunder, unless sooner terminated as provided herein
(the “INITIAL TERM”), shall be for a period of three
years commencing on the date hereof (the “COMMENCEMENT
DATE”). The term of this Agreement shall automatically be
extended for successive, additional periods of one year each (each,
a “RENEWAL TERM”) unless either Party gives prior
written notice of non-renewal to the other Party no later than 60
calendar days prior to the expiration of the Initial Term (a
“NON-RENEWAL NOTICE”), or the then current Renewal
Term, as the case may be. For purposes of this Agreement, the
Initial Term and any Renewal Term are hereinafter collectively
referred to as the “TERM.”
4. LOCATION OF EMPLOYMENT. The Executive shall perform his
duties at the Corporation’s offices located in Radnor,
Pennsylvania (the “LOCATION”), or at such other
locations as are selected for the Corporation’s facilities
that are within 25 miles of the Location; PROVIDED, HOWEVER, that
it is understood that in connection with his duties under this
Agreement, the Executive shall be required to travel to and to
perform services at other locations.
5. COMPENSATION OF EXECUTIVE.
(a) The Corporation shall pay the Executive as compensation
for his services hereunder the sum of $250,000 per annum (including
future increases in base salary, the “BASE SALARY”) in
accordance with the Corporation’s normal payroll practices
but in no event less frequently than on a monthly basis.
(b) In addition to the Base Salary, the Executive shall be
entitled to such bonus compensation (in cash, capital stock, or
other property) as a majority of the members of the Board may
determine from time to time in their sole discretion.
(c) The Corporation shall pay Executive a monthly car
allowance as determined by the Chief Executive Officer provided
such allowance is consistent with amounts paid to other similarly
situated executives of the Corporation and is not less than $1,000
per month.
(d) The Corporation shall pay or reimburse the Executive for
all reasonable out-of-pocket expenses actually incurred or paid by
the Executive in the course of his employment, consistent with the
Corporation’s policy for reimbursement of expenses from time
to time.
(e) The Corporation shall reimburse the Executive for up to
$15,000 in dues associated with the Executive’s membership in
professional and business organizations. The Executive must seek
approval from the Compensation Committee of the Corporation’s
board of directors (the “BOARD”) with respect to all
such organizations for which the Executive seeks payment of dues on
the Executive’s behalf by the Corporation.
(f) The Executive shall be entitled to participate in such
pension, profit sharing, group insurance, hospitalization, and
group health and benefit plans and all other benefits and plans as
the Corporation provides to its senior executives (collectively,
the “BENEFIT PLANS”).
6. TERMINATION.
(a) This Agreement and the Executive’s employment
hereunder shall terminate upon the happening of any of the
following events:
(i) upon the Executive’s death;
(ii) upon the Executive’s “Permanent
Disability” (defined below);
(iii) upon the expiration of the Initial Term of this
Agreement or any Renewal Term thereof, if either Party has provided
a timely notice of non-renewal in accordance with Section 3
above;
(iv) at the Corporation’s option, upon 60 calendar
days’ prior written notice to the Executive if without Cause
(defined below);
(v) at the Executive’s option, upon 30 calendar
days’ prior written notice to the Corporation;
(vi) at the Executive’s option, in the event of an act
by the Corporation defined in Section 6(c) below as constituting
“Good Reason” for termination by the Executive; and
(vii) at the Corporation’s option, in the event of an
act by the Executive defined in Section 6(d) below as constituting
“Cause” for termination by the Corporation.
(b) For purposes of this Agreement, the Executive shall be
deemed to be suffering from a “PERMANENT DISABILITY” if
the Executive is unable to perform the regular and customary duties
of his employment hereunder during any consecutive six month period
within the Term by reason of any medically determinable physical or
mental impairment.
(c) For purposes of this Agreement, the term “GOOD
REASON” means that the Executive has resigned within one year
following the occurrence of one or more of the following events:
(i) any substantive reduction of the Executive’s title,
position, duties, responsibilities, or authority without the
Executive’s express consent; (ii) a material breach by
the Corporation of any of its obligations to the Executive
hereunder; (iii) a reduction in the Executive’s Base
Salary or other benefits described herein; and/or (iv) a
relocation of the Corporation’s office from the Location by
more than 25 miles that increases the Executive’s travel
distance from home; and/or (v) within a reasonable time after
the Executive becomes aware of any unethical or unlawful business
practices or conduct (in which the Executive was not knowing and
willing participant) that, in the Executive’s reasonable
discretion, may subject the Executive to liability. The Executive
must notify the Corporation of the existence of any such conditions
within 90 calendar days of the initial existence of the condition,
and must give the Corporation 30 calendar days within which to
remedy the condition and thereby avoid a termination for Good
Reason.
(d) For purposes of this Agreement, the term
“CAUSE” shall mean any of the following: (i) commission
of any act of fraud, embezzlement or dishonesty;
(ii) conviction of a felony under the laws of the United
States or any state thereof; (iii) failure to follow a lawful,
material and reasonable direction of the Corporation’s CEO or
board of directors following 30 calendar days’ notice thereof
and chance to cure the same; (iv) any unauthorized use of
disclosure of confidential information or trade secrets of the
Corporation; or (v) any other intentional misconduct provided
that the act in question adversely affects the business of the
Corporation in a material manner.
7. EFFECTS OF TERMINATION.
(a) Upon termination of the Executive’s employment
pursuant to Section 6(a)(i) above, the Executive’s
estate or beneficiaries shall be entitled to the following
severance benefits: (i) three months’ Base Salary at the then
current rate, payable in a lump sum, less withholding of applicable
taxes; and (ii) continued provision for a period of one year
following the Executive’s death of benefits under Benefit
Plans extended from time to time by the Corporation to its senior
executives.
(b) Upon termination of the Executive’s employment
pursuant to Section 6(a)(ii) above, the Executive shall be
entitled to the following severance benefits, regardless as to the
then remaining period of the Term: (i) 18 months’
Base Salary at the then current rate, regardless as to the then
remaining period of the Term, to be paid from the date of
termination until paid in full in accordance with the
Corporation’s usual practices, including the withholding of
all applicable taxes; (ii) continued provision during said
18 month period of the benefits under Benefit Plans extended
from time to time by the Corporation to its senior executives; and
(iii) payment, within a commercially reasonable time after the
termination of the Executive’s employment with the
Corporation, on a prorated basis of any bonus or other payments
earned in connection with the Corporation’s then-existing
bonus plan in place at the time of termination. The Corporation may
credit against such amounts any proceeds paid to Executive with
respect to any disability policy maintained and paid for by the
Corporation for his benefit.
(c) If the Corporation tenders Non-Renewal Notice to the
Executive, then the Executive shall be entitled to the following
severance benefits: (i) 12 months’ Base Salary at
the then current rate, regardless as to the then remaining period
of the Term, to be paid from the date of termination until paid in
full in accordance with the Corporation’s usual practices,
including the withholding of all applicable taxes;
(ii) continued provision during said 12 month period of
the benefits under Benefit Plans extended from time to time by the
Corporation to its senior executives; and (iii) payment,
within a commercially reasonable time after the termination of the
Executive’s employment with the Corporation, on a prorated
basis of any bonus or other payments earned in connection with the
Corporation’s then-existing bonus plan in place at the time
of termination. The Corporation may credit against such amounts any
proceeds paid to Executive with respect to any disability policy
maintained and paid for by the Corporation for his benefit.
(d) Upon termination of the Executive’s employment
pursuant to Section 6(a)(iv) or Section 6(a)(vi) above (other
than in connection with a Change of Control (defined below)), the
Executive shall be entitled to the following severance benefits,
regardless as to the then remaining period of the Term:
(i) continuation of the Executive’s Base Salary (at the
rate in effect immediately before the Executive’s
termination) in accordance with the Corporation’s normal
payroll practices for a period of 18 months less, any
applicable income tax withholding required under federal or state
law; (ii) continued provision for a period of 18 months
after the date of termination of the benefits under Benefit Plans
extended from time to time by the Corporation to its senior
executives; and (iii) payment, within a commercially
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