Exhibit 10
EMPLOYMENT AGREEMENT
This
Employment Agreement,
effective as of April
17, 2006 (the "Effective
Date") between
William
McMahon
(the "Executive") and Global Payment
Technologies, Inc. (the "Company").
WITNESSETH:
WHEREAS, the Company
desires to have the Executive accept employment in a
management capacity
with the Company and toward that end has requested that the
Executive enter into an employment agreement with the Company;
WHEREAS, the
Executive is willing to accept employment in a management
capacity with the
Company and enter into such an employment agreement on the
terms herein provided.
NOW,
THEREFORE, in consideration of the respective covenants and
agreements
of the parties contained herein, the parties hereto agree as
follows.
1.
Employment
Term.
----------------
The Company hereby
agrees to employ the Executive, and the Executive
hereby agrees to serve
the Company,
on the terms and conditions set forth
herein. The
employment
of the Executive shall be for a term of one year
commencing on the
Effective Date and ending April 16, 2007 ("Employment
Period"). After the
conclusion
of the Employment Period, the terms of this
Agreement will have no further force or effect.
2.
Position and
Duties.
--------------------
(a) The Executive
shall occupy the position and perform the duties of
Vice President/Chief Financial Officer for the Company.
Executive shall
fulfill
such general management duties and responsibilities as are consistent
with this
position (or any substantially similar management position with the Company or
its affiliates
to which the Executive is promoted or assigned after the
commencement of the
Employment
Period), and as are assigned to the
Executive
from time to time by the Board of Directors of the Company or its
delegate.
(b) The Executive's best efforts and all business time shall be
devoted to the diligent, faithful, efficient and competent
performance of the
Executive's duties and
responsibilities
hereunder and the
Executive will not
engage in any other ventures or enterprises which will be a
substantial invasion
upon such efforts
and time. Executive will not engage in conduct that can
reasonably be expected
to prejudice or injure the reputation of the Company or
any of its affiliates
in any way.
The Executive shall act at all times to
advance the interests of the Company and its affiliates.
3.
Termination.
------------
(a) Death.
This Agreement and the
Executive's employment
hereunder
shall terminate upon the Executive's death.
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(b) Cause.
The Company
may terminate the Executive's employment
hereunder for
Cause, upon notice to the Executive. For purposes of this
Agreement, the term "Cause" shall mean (i) a material breach by
Executive of any
of the terms of this
Agreement, (ii)
failure by the
Executive to devote all
business time
exclusively to the performance of Executive's duties hereunder,
(iii) willful
misconduct, (iv)
dishonesty,
(v) alcoholism or addiction to a
controlled substance
or a prescribed drug, (vi) conviction of a felony or
misdemeanor or their
equivalent
under local law, (vii) habitual or gross
negligence in the
performance of
Executive's
duties, (viii) the willful and
continued failure by the Executive to substantially perform Executive's duties,
(ix) failure to abide by instructions received from the President or the
Board
of Directors of the Company or its delegate that are consistent with the terms
of this Agreement,
or (x) the
material or repeated
violation of policies
and
practices adopted by the Company. Termination for Cause under (i),
(ii), (iii),
(vii), (viii), (ix)
and (x) above shall occur only after written notice of such
breach, failure or
violation and failure
by the Executive to cure such breach,
failure or violation
within ten days of the
written notice,
and in all other
cases above upon written notice.
(c) Disability.
This Agreement may be terminated by the Company,
upon notice to the Executive, if as a result of the Executive's
disability due
to physical or mental illness or injury, the Executive shall have
been unable to
perform adequately Executive's duties for thirty consecutive
calendar days.
(d) Termination
by the Executive. The Executive may voluntarily
terminate employment
hereunder at any time
after the Effective
Date by giving
the Company thirty days prior notice of intention to terminate.
The Company may
designate any day within the thirty-day notice period as
Executive's last day of
active employment.
If the day so
designated by the Company is less than thirty
days from the date the Executive provides notice of intention to
terminate, the
Company will pay the Executive for the balance of the thirty
days.
4.
Place of
Employment.
--------------------
The Executive
shall
perform the duties and responsibilities
contemplated hereunder at the Company's offices in Hauppauge in New
York, except
for required travel on the Company's business.
5.
Compensation and
Benefits.
--------------------------
(a) Base Salary.
During the Employment
Period, the Company shall pay
or cause to be paid to the Executive as compensation for services hereunder a
base salary at the rate of $200,000 per annum ("Base Salary") less appropriate
deductions (including
legally required
withholdings and elective deductions),
and payable in accordance with the Company's general payroll
practice.
(b) Benefits.
During the Employment
Period, the Executive shall be
entitled to
participate in all employee pension and welfare benefit plans and
programs which are
from time to time
made available to similarly situated
employees of the Company.
(c) Expenses.
During the Employment
Period, the Executive shall be
entitled to receive reimbursement for reasonable and customary
expenses actually
incurred by Executive in the performance of Executive's duties (in accordance
with Company policies and procedures in effect from time to time),
provided that
2
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any such expenses
shall be reimbursable
only to the extent
that the Executive
properly accounts for them in accordance with Company policy.
(d) Vacations,
Holidays and Personal
Days. The Executive shall be
entitled to three weeks paid vacation and holidays and personal
days ("Paid Time
Off") in accordance
with the Company's
policy in effect from
time to time for
similarly situated employees of the Company.
(e) Housing and
Automobile Allowance.
During the Employment
Period,
the Company shall pay for up to $3,000.00 per calendar month (prorated for any
partial month) for
expenses actually
incurred by Executive
for the rental of
housing and furnishings and the lease of an automobile.
(f) Personal Travel.
During the Employment
Period, Executive shall
be entitled to
reimbursement for
expenses actually
incurred by Executive
for
weekly travel
from New York to the
Tampa, Florida
metropolitan
area, which
reimbursement shall be for ground transportation or parking, and
coach airfare;
provided that such expenses shall be reimbursable only to the extent Executive
properly accounts for them in accordance with Company policy.
(g) Stock Options.
Executive will
be awarded options to purchase
250,000 shares of Company's Common Stock, par value $.01 per share,
subject to
and in accordance with
the terms of the Company's 2006 Stock Option Plan to be
voted upon at the annual meeting of the shareholders of the Company, on April
25, 2006. In the event the shareholders do not approve such Stock Option
Plan,
Company and Executive
shall negotiate in
good faith an
alternative
financial
arrangement acceptable to both parties.
6.
Payments Due
Upon Termination.
------------------------------
(a) Death or
Disability. In the
event the Executive's employment
is terminated due to the Executive's death or disability as defined
in paragraph
3(c) above,
Executive's right to
further compensation
and benefits under this
Agreement shall cease
and all options held by the Executive shall be subject to
the terms of the applicable plan and option award agreement. The
Executive shall
also remain entitled to any unpaid compensation and benefits accrued prior to
such termination of employment and to any expense reimbursement entitlement at
the date of such termination.
(b) Other Involuntary Termination. In the event the Company
terminates the Executive's employment during the Employment Period for
reasons
other than those
specified in paragraphs 3(a) through 3(c), the Company
agrees
to provide the
Executive the
following payments and benefits which shall be
referred to
as the "Termination Arrangement." If the Executive obtains
employment inside the
Company or its affiliates during the period the Executive
is receiving payments and benefits pursuant to the Termination
Arrangement, any
and a
