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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: BANKERS STORE INC | Vincent C. Buckman You are currently viewing:
This Employment Agreement involves

BANKERS STORE INC | Vincent C. Buckman

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Title: EMPLOYMENT AGREEMENT
Governing Law: Kentucky     Date: 10/16/2006

EMPLOYMENT AGREEMENT, Parties: bankers store inc , vincent c. buckman
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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:

 

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(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;

 

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(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


 
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