EMPLOYMENT
AGREEMENT dated as of the 21 st day of December 2005 by and between ADSTAR,
INC., a Delaware corporation (the “Company”) and ELI
ROUSSO, an individual (the “Executive”).
1. PERIOD.
Subject to the terms and conditions hereof, the term of employment
of the Executive under this Agreement shall be for the period (the
“Employment Period”) commencing on December 21,
2005 and terminating on the expiration of four (4) years from
such date, unless extended as provided in Paragraph 2 or
terminated as provided in Paragraphs 5, 6 or 7 hereof.
2. RENEWAL.
The Employment Period shall be extended for successive one-year
periods unless prior to December 1 of any year, either party
notifies the other that he or it chooses not to extend the
employment term. By way of example, if neither party makes an
election prior to December 1, 2006 then the Employment Term
shall automatically be extended by one additional year to
December 20, 2010.
3. DUTIES AND
RESPONSIBILITIES. The Company shall employ the Executive and the
executive accepts such employment as EXECUTIVE VICE PRESIDENT AND
CHIEF TECHNOLOGY OFFICER of the Company during the Employment
Period. The Executive shall report to and be subject to the
direction of the Board of Directors and shall perform such duties
commensurate with his title and position as may be assigned to him
from time to time by the Board of Directors. During the Employment
Period, the Executive shall devote his full time, energy, skill and
attention to the businesses of the Company and shall perform his
duties in a diligent, trustworthy, loyal and businesslike
manner.
4. COMPENSATION
AND BENEFITS.
(a) The
Executive’s compensation shall be at the annual rate of
$212,800, less applicable withholding for income and employment
taxes as required by law and other deductions to which the
Executive shall agree.
(b) The
Executive shall be entitled to such increase in compensation or
bonuses as and when determined by the Board of
Directors.
(c) Except
as otherwise provided herein, the Executive shall be entitled to
participate, to the extent he qualifies, in any bonus or other
incentive compensation, profit-sharing or retirement plans, life or
health insurance plans or other benefit plans maintained by the
Company, upon such terms and conditions as are made available to
executives of the Company, generally.
(d) The
Executive shall be entitled to reimbursement of all reasonable,
ordinary and necessary business related expenses incurred by him in
the course of his duties and upon submission of appropriate
documentation in accordance with the Company’s
procedures.
(e) The
Executive shall be entitled to paid vacation during each calendar
year in accordance with the procedures of the Company in effect
from time to time.
(f) The
Executive shall be entitled to disability benefits and medical
insurance at the same level as now provided by the Company or at
such higher level as the Company may hereafter provide for other
executives or employees in the Company.
5. TERMINATION
IN CASE OF DEATH OR DISABILITY. In case of Disability, which for
this purpose shall mean that as a result of illness or injury, the
Executive is unable substantially to perform his duties hereunder
for a period of at least one hundred eighty (180) consecutive
days, the Company may terminate the Executive’s employment
hereunder upon giving the Executive at least thirty
(30) days’ written notice of termination; provided,
however, that if the Executive is eligible to receive disability
payments pursuant to a disability insurance policy paid for by the
Company, the Executive shall assign such benefits to the Company
for all periods as to which he is receiving full payment under this
Agreement. This Agreement shall terminate upon the death of the
Executive.
6. OTHER
TERMINATION BY THE COMPANY.
(a) The
Company may terminate the Executive’s employment for Cause
(as defined in sub-paragraph (b) below); provided, however,
that the Company shall not terminate this Agreement for reasons set
forth in Section 5(b)(i) unless the Company shall first have
delivered to the Executive a notice which specifically identifies
such Cause and the Executive shall not have cured the same within
thirty (30) days after receipt of such notice (the “Cure
Period”).
(b)
“Cause” shall mean (i) a material breach by the
Executive of any of the terms, covenants, agreements or
representations set forth herein, or (ii) the Executive
willingly engaging in misconduct which is materially injurious to
the Company, monetarily or otherwise, including, but not
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