EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made as of this 9
th day of October, 2006, by and between The
Banker’s Store, Inc ., a New York corporation (the
"Company"), and Vincent C. Buckman ,
an Indiana resident ("Executive
Officer").
RECITALS
WHEREAS, the Company desires to employ Executive
Officer as its President and Chief Executive Officer and Executive
Officer desires to be employed by the Company as President and
Chief Executive Officer; and
WHEREAS, Executive Officer and the Company have
reached an agreement with respect to the terms and conditions of
said employment, including compensation, which are hereinafter set
forth.
NOW, THEREFORE, the Company and Executive
Officer, in consideration of the mutual promises hereinafter set
forth, agree as follows:
ARTICLE
I
Employment
The Company shall employ Executive Officer and
Executive Officer shall serve the Company as its President and
Chief Executive Officer. Executive Officer shall devote his full
business time and attention to the Company and have such authority,
powers, functions, duties and responsibilities as are customarily
possessed by persons serving in similar corporate positions,
subject to the provisions of applicable law and the Company’s
Certificate of Incorporation and Bylaws. Company shall elect
Executive Officer to the Board of Directors of Company.
ARTICLE
II
Term
The term of employment of Executive Officer by
the Company under this Agreement shall commence as of the date
hereof and shall continue until the second anniversary of the date
hereof unless terminated prior thereto in accordance with the
provisions of Paragraphs 4.1and 4.2, below (“Initial
Term”). The term hereof shall be automatically extended for
one (1) additional year at the end of the Initial Term
(“Extension Period”) and for an additional one(1) year
period at the end of each Extension Period, unless either party
shall have given notice to the other party at least sixty (60) days
prior to the end of the Initial Term (or the end of the applicable
Extension Period) that the Agreement shall not be so
extended.
ARTICLE
III
Compensation
In consideration of his services to the Company
hereunder, Executive Officer shall be compensated as
follows:
3.1 Base
Salary . The Company shall pay to Executive Officer during the
term hereof an annual base salary of One Hundred Twenty Thousand
Dollars ($120,000) payable in accordance with its regular payroll
practices.
3.2 Stock
Option . The Company shall grant Executive Officer the
following options (“Options”) to purchase an aggregate
of Five Hundred Forty Five Thousand, Four Hundred Fifty-Five
(545,455) shares of the Company’s common stock: (a) an Option
to purchase Three Hundred Thousand (300,000) shares of the
Company’s common stock to be granted within 30 days of the
date on which Executive Officer’s employment commences with
the Company; (b) an Option to purchase One Hundred Twenty-Two
Thousand Seven Hundred Twenty-Eight (122,728) shares of the
Company’s common stock to be granted on the first anniversary
of the date of this Agreement; and (c) an Option to purchase One
Hundred Twenty-Two Thousand, Seven Hundred Twenty-Seven (122,727)
shares of the Company’s common stock to be granted on the
second anniversary of the date of this Agreement. Each of the
Options shall have a term of five (5) years, shall vest in three
equal annual installments commencing on the first anniversary of
the date of grant and have an exercise price equal to the fair
market value of a share of the Company’s common stock on the
date of grant (as determined in good faith by the Company’s
Board of Directors). Each Option shall be evidenced by an option
agreement, the terms of which shall be consistent with the terms
and conditions set forth in this Agreement, terms and conditions
deemed advisable by the Company’s Board of Directors and
applicable laws and regulations.
3.3
Withholding . The Company shall deduct from the payments to
be made to Executive Officer under this Agreement any federal,
state or local withholding or other taxes or charges which the
Company is from time to time required to deduct under applicable
laws and regulations and all amounts payable to Executive Officer
under this Agreement are stated herein before any such deduction.
The Company shall have the right to rely upon a written opinion of
legal counsel if any questions should arise as to any such
deductions.
3.4
Bonus . Executive Officer shall be considered for a bonus
annually by the Board of Directors based upon his performance
during the preceding year. Bonuses may be paid in cash or stock or
a combination thereof at the discretion of the Board.
ARTICLE
IV
Termination
4.1
Termination . Notwithstanding anything contained herein to
the contrary, the employment of Executive Officer under this
Agreement shall terminate upon the occurrence of any of the
following:
(a) The death of
Executive Officer.
(b) In the event
of Executive Officer's disability. For purposes hereof, Executive
Officer shall be considered to be disabled if he is unable to
perform his normal duties under this Agreement for a continuous
period of six (6) months by reason of physical or mental illness or
incapacity or if Executive Officer is unable to perform his normal
duties under this Agreement for periods of physical or mental
illness or incapacity aggregating six (6) months during the term of
this Agreement. If there is any dispute as to whether Executive
Officer is or was physically or mentally unable to perform his
duties under this Agreement such questions shall be submitted to a
licensed physician agreed upon by the parties. Executive Officer
shall submit to such examinations and provide any information such
physician may request. The determination of such physician as to
Executive's physical or mental condition shall be binding and
conclusive upon the parties.
(c) At the
option of the Company, in the event Executive Officer shall engage
in any act constituting "misconduct" (as hereinafter defined). As
used herein, "misconduct" shall mean (i) any act which is
materially injurious to the Company, monetarily or otherwise,
including but not limited to, dishonesty, fraud, theft, illegal
conduct, neglect or misconduct; (ii) chronic absence from work
other than by reason of illness, (iii) use of alcohol or drugs in
such a manner as to interfere with the performance of Executive
Officer's duties for the Company, (iv) commission of a felony or
misdemeanor involving moral turpitude, (v) continued neglect or
failure of Executive Officer to perform such duties as may be
reasonably requested by the Chairman of the Board or the Board of
Directors of the Company consistent with Article I hereof, (vi)
violation of the Company’s employee conduct and/or business
ethics policies as they exist during the term of this Agreement, or
(vii) the breach by Executive Officer of any of the covenants set
forth in Articles VI or VII, below.
(d) Notice and
Opportunity to Cure. Notwithstanding the foregoing, it shall be a
condition precedent to the Company's right to terminate Officer's
employment "cause" and Officer's right to terminate for "cause"
that (i) the party seeking termination shall first have given the
other party written notice stating with specificity the reason for
the termination ("breach") and (ii) if such breach is susceptible
of cure or remedy, a period of thirty (30) days from and after the
giving of such notice shall have elapsed without the breaching
party having effectively cured or remedied such breach during such
30-day period, unless such breach cannot be cured or remedied
within thirty (30) days, in which case the period for remedy or
cure shall be extended for a reasonable time (not to exceed an
additional thirty (30) days provided the breaching party has made
and continues to make a diligent effort to effect such a remedy or
cure.
4.2
Termination by Executive Officer for Cause . Executive
Officer shall be entitled to terminate his employment with the
Company “for cause” if; (a) the Company materially
breaches any material provision in this Agreement; or (b) following
a Change in Control (as defined below), the salary of the Executive
Officer is reduced or he is removed from the position of President
and Chief Executive Officer. For purposes of this Agreement, a
“Change in Control” shall mean:
(a) After the
date of this Agreement, the Company adopts any plan of liquidation
providing for the distribution of all or substantially all of its
assets;
(b) After the
date of this Agreement, all or substantially all of the assets or
business of the Company are disposed of pursuant to a merger,
consolidation or other transaction (unless the shareholders of the
Company immediately prior to such merger, consolidation or other
transaction beneficially own, directly or indirectly, in
substantially the same proportion as they owned the voting
securities (“Voting Securities”) of the Company, all of
the Voting Securities or other ownership interests of the entity or
entities, if any, that succeed to the business of the
Company);
(c) After the
date of this Agreement, the Company combines with another company
and is the surviving corporation but, immediately after the
combination, the respective shareholders of the Company immediately
prior to the combination hold, directly or indirectly, 50% or less
of the Voting S