EXHIBIT 10.50
EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 15th day of March
2006 (the
"Effective Date"),
by and between OLYMPIC
CASCADE FINANCIAL
CORPORATION (the
"Company"), a Delaware corporation, and MARK GOLDWASSER
("Executive").
WHEREAS, the Board of
Directors of the Company (the "Board") wishes that the
Executive serve as Chief Executive Officer of the Company and of
various Company
subsidiaries; and
WHEREAS, Executive
is willing to provide
his services and
experience
to the
Company and its
subsidiaries in such capacities upon the terms, conditions and
provisions hereinafter set forth.
NOW, THEREFORE,
in consideration
of the promises and
mutual
representations,
covenants and
agreements
set forth herein, and for other good and
valuable
consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. TERM: Subject to
the terms and
conditions set forth
herein, the Company
hereby agrees to employ Executive for a three-year term commencing
effective as
of March 15, 2006 (such period being herein referred to as the
"Initial Term").
After the Initial Term, this Agreement shall automatically renew for
successive
one year periods
(each such period
being referred to as a "Renewal Term"),
unless, more than
ninety (90) days prior to the expiration of the Initial Term
or any Renewal Term,
either the Executive or the Company provide written notice
that Executive's
employment will not be renewed, or unless otherwise terminated
in accordance
with the provisions of Section 7 below. The Initial Term and
Renewal Term are hereby referred to herein as the "Employment
Term."
2. EMPLOYMENT:
(A) During the Employment Term, Executive shall serve as the Company's
Chief
Executive Officer.
Executive's powers and duties shall be those of an executive
nature which are appropriate for a Chief Executive Officer.
The Executive
shall
report directly to the
Board. Executive does
hereby accept such employment and
agrees to devote
substantially all of his business time, attention, knowledge
and skills faithfully, diligently and to the best of his ability,
in furtherance
of the business and
activities of the
Company. The Company
shall not require
Executive to be employed in any location other than the metropolitan New York
area unless he consents in writing to such location. Executive agrees to also
serve as the Chief Executive Officer and President of the Company's
subsidiary,
National Securities
Corporation (the
"Broker Dealer
Subsidiary"), and as
the
Chairman of the Board of Directors of the Broker Dealer
Subsidiary.
(B) During the Employment Term, Executive shall be furnished with
office space
and facilities
commensurate with his
position and adequate for the performance
of his duties; Executive also shall be provided with the
perquisites customarily
associated with his position as Chief Executive Officer. During the Employment
Term, the Company and Broker Dealer Subsidiary shall use their best efforts
to
cause Executive to be nominated to serve as a director of the
Company and Broker
Dealer Subsidiary,
and Executive
agrees to serve as a
director of the Company
and Broker Dealer Subsidiary, if so appointed, without additional
compensation.
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(C) Executive
shall be allowed, to the extent such activities do not
substantially
interfere with the performance of his duties and
responsibilities
hereunder, (i) to
manage his personal,
financial and legal affairs, (ii) to be
engaged in civic, charitable, religious and educational activities,
and (iii) to
serve on other corporate boards with the prior written approval of
the Board.
3. COMPENSATION:
(A) SALARY: During the Employment Term, the Company agrees to pay
Executive, and
Executive agrees to
accept, an annual
salary of not less
than Three
Hundred
Fifty Thousand Dollars ($350,000) per year (the "Initial Base
Salary"), payable
in accordance with the Company's policies, for services rendered by Executive
hereunder.
(B) INCREASES:
The annual salary is subject to periodic increase at the
discretion of the Company's Compensation Committee (the "Committee") (or the
Board in lieu thereof), with such increases to take effect no later
than on each
anniversary date of this Agreement; provided, however, that the Committee (or
the Board in lieu thereof) shall review the annual salary for
possible increase
not less than annually; provided, further, that upon
achieving specified target
revenue and EBIDTA
targets, which targets
shall be determined in
consultation
with Executive
no later than thirty (30) days prior to the start of the
Company's fiscal year,
such annual
increase shall not be less than ten
(10%)
percent in the
first two years of the Term of this Agreement, and at such
percentage as determined in the reasonable discretion of the Committee (or
the
Board in lieu thereof) in the third year of the Term of this
Agreement.
(C) BONUS: The
Company agrees to establish a bonus pool no later
than thirty
(30) days after the Effective Date of this Agreement (the "Bonus Pool"), from
which Bonus Pool the
Executive shall have sole and absolute discretion to
allocate bonuses to
members of the
Company's senior management, other than
himself, in accordance
with the guidelines set forth for such Bonus Pool by the
Committee (or the
Board in lieu thereof). The portion of the Bonus Pool
allocable to the Executive shall be determined by the Committee (or
the Board in
lieu thereof) in consultation with members of the Company's
senior management
other than the Executive.
(D) OTHER
COMPENSATION: Subject
to compliance with any and all applicable SEC,
NASD, or other
federal or state rules
and regulations,
and the policies and
procedures of the Broker Dealer Subsidiary, and the general oversight of the
Committee, Executive
shall have the right
to receive commissions
and fees in
accordance with the schedules or programs in effect for
non-affiliate brokers of
the Broker Dealer Subsidiary, including, without limitation, fees, warrants
and/or other compensation received by the Broker Dealer Subsidiary
in connection
with corporate finance activities.
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4. EXPENSES: The
Company shall
reimburse Executive
for any and all reasonable
and actual business
expenses incurred by
Executive in connection with services
provided for or on behalf of the Company, Broker Dealer Subsidiary and/or any
direct and/or
indirect subsidiaries of such entities upon submission by
Executive of appropriate vouchers and expense account reports.
5. BENEFITS:
(A) CAR
AND PARKING ALLOWANCE: During the Employment Term, the Company
shall
provide reimbursement
to the Executive for
(i) payments and/or fees up
to $975 per
month in connection with the use of an automobile of
Executive's choosing, and (ii) payments and/or fees up to $400 per
month
incurred by the Executive in connection with parking of his vehicle in
connection with the services he performs on behalf of the Company
and/or
Broker Dealer
Subsidiary.
Executive is responsible for submitting
appropriate
documentation related
to such fees and expenses which will
be paid by the Company
within a reasonable period of time following
receipt of such documentation.
(B) GYM OR
CLUB MEMBERSHIP
FEES: During the Employment Term, the Company
agrees to pay up to $150 per month for Executive to belong to a health
club of his choosing.
(C)
INSURANCE: During the
Employment
term, the Company shall maintain a
policy to provide for
the health insurance
of the Executive and his
immediate family
members. In addition, Executive and his dependents
shall be entitled to
participate
in such other
benefits and benefit
plans as may be extended to active executive employees of the Company
and/or Broker Dealer
Subsidiary and their dependents including but not
limited to pension,
retirement,
profit-sharing,
401(k), stock option,
bonus and incentive plans, group insurance, hospitalization,
medical or
other benefits made available by the Company to its employees
generally.
(D)
VACATION: During the
Employment Term, the Executive will be entitled to
the number of paid
holidays, personal
days off, and vacation
days in
each calendar
year as are
determined by the
Company from time to time
(provided that in no
event shall vacation time be fewer than four weeks
per year). Such
vacation may be taken in the Executive's discretion at
such time or
times as are not inconsistent with the reasonable business
needs of the Company.
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(E)
INDEMNIFICATION:
Executive shall be
entitled to the benefits of all
provisions of the
Certificate
of Incorporation of the Company, as
amended, and the
Bylaws of the Company,
as amended,
that provide for
indemnification of
officers and directors of the Company. In addition,
without limiting the
indemnification
provisions of the
Certificate of
Incorporation or
Bylaws, to the fullest
extent permitted by law, the
Company shall
indemnify and save and
hold harmless the Executive from
and against
any and all claims, demands, liabilities, costs and
expenses, including
judgments, fines or amounts paid on account thereof
(whether in settlement or otherwise), and reasonable expenses,
including
attorneys' fees actually and reasonably incurred (except only if and
to
the extent that such
amounts shall be finally adjudged to have been
caused by Executive's willful misconduct or gross negligence,
including
the willful breach of
the provisions of this
Agreement) to the
extent
that Executive
is made a party to or
witness in any
action, suit or
proceeding, or if a
claim or liability is
asserted against
Executive
(whether or not in the right of the Company), by reason of the fact
that
he
was or is a director or officer, or acted in such capacity on
behalf
of the Company, or the
rendering of services
by Executive pursuant
to
this Agreement,
whether or not the same shall proceed to judgment or be
settled or otherwise
brought to a conclusion. The Company shall, at no
cost to Executive, include Executive during the Employment Term,
and for
a period of not less than two (2) years thereafter, as an insured under
the directors and officers liability insurance policy maintained by
the
Company, unless
(despite best efforts of the Company) due to some
unforeseeable reason it is not possible for Executive to be so
included,
in which event the Company shall immediately notify Executive.
6. RESTRICTIVE COVENANTS:
(A) Executive
recognizes
and acknowledges that the Company, Broker Dealer
Subsidiary and their subsidiaries, through the expenditure of
considerable time
and money, have developed and will continue to develop in the
future information
concerning customers,
clients, marketing,
business and
operational methods of
the Company, Broker Dealer Subsidiary and their subsidiaries and
their customers
or clients, contracts,
financial or other data, technical data or any other
confidential or proprietary information possessed, owned or used by
the Company,
Broker Dealer
Subsidiary
and their subsidiaries, and that the same are
confidential and proprietary, and are "confidential information" of
the Company,
Broker Dealer
Subsidiary
and their subsidiaries. In consideration of his
continued employment
by the Company
hereunder, Executive
agrees that he
will
not, during
or for a period of one year after termination of employment,
directly or indirectly, make any disclosure of
confidential
information now or
hereafter possessed by
the Company, Broker
Dealer Subsidiary, and/or any of
their current or
future, direct or
indirect subsidiaries
(collectively,
the
"Group"), to any
person, partnership,
corporation
or entity either
during or
after the term hereunder, except to employees of the Group
and to others within
or without the Group,
as Executive may deem
necessary in order to
conduct the
Group's business
and except as may be
required pursuant
to any court
order,
judgment or decision
from any court of competent jurisdiction. The foregoing
shall not apply to information which is in the public domain on the
date hereof;
which, after it is
disclosed to Executive by the Group, is published or becomes
part of the public
domain through no fault of Executive; which is known to
Executive prior to
disclosure
thereof to him by the
Group as evidenced by his
written records; or,
after Executive is no longer employed by the Group, which
is thereafter disclosed to Executive in good faith by a third party
which is not
under any obligation
of confidence or secrecy to the Group with respect to such
information at the
time of disclosure to him. The provisions of this Section 6
shall continue
in full force and effect notwithstanding termination of
Executive's employment under this Agreement or otherwise.
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(B) E
