Exhibit 10.17
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March
28,
2006, is entered into between Ridgefield Acquisition Corp. (the
"Company"),
located at 100 Mill Plain Road, Danbury, Connecticut 06811, and
Steven N.
Bronson with a business address of 100 Mill Plain Road, Danbury,
Connecticut
06811 ("Employee").
W I T N E S S E T H :
WHEREAS, the Company desires to employ the Employee and to be
assured
of his services on the terms and conditions hereinafter set forth;
and
WHEREAS, the Employee is willing to accept such employment on
such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Company and the
Employee hereby
agree as follows:
1. Employment. The Company hereby employs the Employee as the
President and
Chief Executive Officer of the Company, and the Employee accepts
such
employment, upon the terms and subject to the conditions set forth
in this
Agreement.
2. Term. The term of this Agreement shall be for a period of one
(1) year
commencing on April 1, 2006, and terminating on March 31, 2007 (the
"Term"),
subject to earlier termination pursuant to the provisions of
Section 7 hereof.
The Term of this Agreement shall automatically renew for additional
one year
periods unless the Company or Employee provides written notice to
the other
party that the Agreement shall not be renewed at least thirty (30)
days prior to
the renewal date.
3. Duties. During the term of this Agreement, the Employee shall
serve as the
President and Chief Executive Officer of the Company and shall
perform all
duties commensurate with his position (including, but not limited
to, those
heretofore performed by the Employee) and as may be assigned to him
by the Board
of Directors of the Company and subject to the control of the Board
of Directors
of the Company. It is understood that Employee will not devote his
full business
time and energies to the business and affairs of the Company,
however Employee
shall use his best efforts, skills and abilities to promote the
interests of the
Company and to diligently and competently perform the duties of his
position.
<PAGE>
4. Compensation, Benefits, Options and Incentive Bonus.
4.1 Base Salary. Employee shall not be paid a base salary during
the
Term of this Agreement as compensation for the services rendered
and the duties
to be performed by Employee hereunder. However, the Company may, by
order of the
Board of Directors, determine to compensate the Employee.
4.2 Bonus Compensation. Employee shall be entitled to earn and
receive
bonus compensation as determined by the Board of Directors, in the
form of cash
or securities of the Company.
4.3 Employee Benefit Plans. At all times during the term of
this
Agreement the Employee shall be provided the opportunity to
participate in all
health, pension and welfare plans, programs and benefits (the
"Plans") offered
generally to all employees of the Company.
5. Reimbursement of Business Expenses. During the term of this
Agreement, upon
submission of proper invoices, receipts or other supporting
documentation
satisfactory to the Company and in specific accordance with such
guidelines as
may be established from time to time by the Company's Board of
Directors, the
Employee shall be reimbursed by the Company for all reasonable
business expenses
actually and necessarily incurred by the Employee on behalf of the
Company in
connection with the performance of services under this
Agreement.
6. Representations.
6.1 Employability. The Employee represents and warrants that he is
not
party to, or bound by, any agreement or commitment, or subject to
any
restriction, including, but not limited to agreements related to
previous
employment containing confidentiality or non-compete covenants,
which in the
future may have a possibility of adversely affecting the business
of the Company
or the performance by the Employee of his duties under this
Agreement.
6.2 Awareness of Certain Employment Regulations. The Employee
represents and warrants that he is aware that there are laws and
regulations
that prohibit discrimination in the workplace based upon, among
other things,
race, religion, gender, and national origin such as Title VII of
the Civil
Rights Act of 1964, 42 U.S.C. Section 2000e et. seq., and similar
laws adopted
by the states (the "Discrimination Laws"). Employee represents and
warrants that
he will abide by the Discrimination Laws in the performance of his
duties under
this Agreement. The Employee, further, represents and warrants that
if he
becomes aware of any violation or potential violation of the
Discrimination Laws
that he will i
