|
EXHIBIT 99.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of December 31 2004, between
Clive Kabatznik (the "Employee") and First South Africa
Management Corp., a
Delaware corporation (the "Company").
WHEREAS, the Company desires to employ the Employee, and the
Employee desires to be employed by the Company, all upon the
terms and
provisions and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and other good
and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the
parties hereto hereby agree as follows:
1. Employment and Term.
The Company hereby employs the Employee as the Chief
Executive
Officer, President, Chief Financial Officer of the Company and
the Employee
hereby accepts such employment, upon the terms and provisions
and subject to the
conditions set forth below for a term commencing on the date
hereof (the
"Commencement Date") and terminating on January December 31,
2009, unless sooner
terminated as herein provided (the "Employment Term").
2. Employee's Duties.
(a) The Employee shall perform all duties and services incident
to and
not inconsistent with Employee's positions with the Company,
including, but not
limited to, those duties as are assigned to such offices in the
Company's
by-laws, and such other duties as may from time to time be
assigned to him by
the Board of Directors of the Company and/or the Board
<PAGE>
of Directors of .Silverstar Holdings Ltd, the owner of 100% of
the capital stock
of the Company ("SSTR"), subject in all cases to the authority
and supervision
of the Board of Directors of the Company and SSTR.
(b) The Employee agrees to abide by all policies promulgated
from time
to time by the Company.
(c) The Employee shall devote substantially all of his business
time,
effort and attention to the business and affairs of the Company,
and to the
furtherance of the interests of the business of the Company. The
Employee shall
diligently and faithfully perform his duties and services
hereunder to the best
of his ability and with the highest of professional standards
and integrity.
3. Compensation for Employee's Services.
(a) For the full, prompt and faithful performance of the duties
and
services to be performed by the Employee pursuant to Sections 1
and 2 hereof,
the Company agrees to pay, and the Employee agrees to accept, an
annual base
salary (the "Base Salary") of $325,000 for the period from
January 1, 2005
through December 31, 2005, $335,000 for the period from January
1 2006 through
December 31, 2006, $350,000 for the period from January 1 2007
through December
31, 2009. All amounts paid hereunder shall be reduced by all
necessary and
required federal, state and local payroll deductions. The Base
Salary shall be
paid in accordance with the usual payroll practices of the
Company.
(b) The Employee shall be entitled to four (4) weeks vacation in
each
calendar year. The Employee shall take such vacation at such
time or times as
shall be mutually agreed upon with the Company.
-2-
<PAGE>
(c) During the Employment Term, the Employee shall be entitled
to such
insurance, and health and medical benefits as are from time to
time in effect
pursuant to the policies of the Company and/or SSTR (or any
subsidiaries of
either of the foregoing); provided, however, that the Employee
shall be required
to comply with the conditions attendant to coverage and shall
comply with and be
entitled to benefits only in accordance with the terms and
conditions of such
coverage. The Company may withhold from any benefits payable to
the Employee all
federal, state, local or other taxes and amounts as shall be
permitted or
required pursuant to law, rule or regulation.
(d) During the Employment Term, the Employee shall be eligible
to
participate in the pension, compensation and bonus plans or
programs that from
time to time are made available to other employees of the
Company and/or SSTR
(or any subsidiaries of either of the foregoing), subject to any
applicable
waiting periods, all in accordance with the terms and provisions
of such plans
or programs.
(e) During the Employment Term, the Company shall pay all
expenses
incurred by Employee in connection with the lease or ownership
of an automobile
to be used primarily for Company business, and for all related
expenses.
(f) During the Employment Term, the Employee shall be entitled
to an
annual bonus (the "Bonus") in an amount to be determined by the
Company's Board
of Directors and Compensation Committee based on the results of
operations of
the Company for each fiscal year starting in the fiscal year
ending June 30,
2006. The Employee hereby acknowledges that the payment of his
bonus will be
dependent upon the Company's net income from operations
achieving a rate of
return on its equity of not less than 20% annually.
-3-
<PAGE>
4. Expenses.
The Employee shall be entitled to reimbursement for his ordinary
and
necessary reasonable business expenses actually incurred during
the Employment
Term in the performance of his duties under Section 2 of this
Agreement, if and
to the extent supported by such reasonable documentation as may
be requested by
the Company.
5. Termination of Employment Term.
(a) In the event of the death, or the permanent mental or
physical
disability (as determined in good faith by the Company on the
basis of the
factors set forth in Section 5(b)(iii) hereto), of the Employee
during the term
of his employment, the Employee's employment under Sections 1
and 2 hereof shall
terminate and this Agreement shall terminate on the date of such
death or
termination resulting from such disability; provided, however,
that the
Employee, his estate or legal representative, as the case may
be, shall be
entitled to receive, and the Company shall pay, any unpaid Base
Salary and Bonus
and other benefits and reimbursable expenses accrued and owing
to the Employee
with respect to his employment prior to his death or termination
resulting from
disability.
(b) The Company shall have the right to terminate the
Employee's
employment under Sections 1 and 2 hereof and to terminate this
Agreement, in the
event: (i) the Employee fails to substantially perform or
repeatedly neglects
his duties assigned in accordance with this Agreement in any
continuing manner
after notice from the Company of such failure or neglect; (ii)
the Employee
willfully fails or refuses to substantially follow or comply
with the directions
of the Board of Directors of the Company or SSTR or the policies
or work rules
of the Company; (iii) the Employee shall be unable (as
determined in good faith
by the Company) to
-4-
<PAGE>
substantially perform his duties under this Agreement for a
period of forty-five
(45) consecutive days, or ninety (90) days in total in any
six-month period,
whether because of illness or mental or physical disability;
(iv) the Employee
through his intentional action or inaction has subjected the
Company or SSTR or
any of their respective subsidiaries to any criminal or civil
liability under
any applicable law; (v) the Employee is convicted for any
misdemeanor involving
moral turpitude or any felony; (vi) the Employee has
misappropriated any asset
or property of the Company or SSTR or any of their respective
subsidiaries,
including (without limitation) any theft or embezzlement or any
diversion of any
corporate opportunity; or (vii) the Employee has breached any of
his covenants
and agreements contained in this Agreement, including (without
limitation) those
contained in Section 7 hereof, provided, however, that the
Company shall be
entitled to terminate this Agreement under this Section 5(b)
only if the
Employee shall have failed to cure any of the above events
within 30 days of the
Employee's receipt of the Company's written notice stating its
intent to
terminate this Agreement and setting forth its reasons therefor.
The Employee
acknowledges and agrees that any of the foregoing reasons
constitute adequate
and sufficient cause for termination, and if the Company elects
such
termination, the Employee shall be entitled to receive only such
Base Salary,
Bonus, benefits and reimbursable expenses accrued and owing to
the Employee at
the date of such termination (which, however, shall be subject
to offset by the
Company with respect to all amounts then owing to the Company or
SSTR or any of
their respective subsidiaries by the Employee, including amounts
respecting
misappropriated assets and properties).
(c) Any termination under this Section or termination of
Employee's
duties under Sections 1 and 2 of this Agreement, whether by the
Employee
(pursuant to Section 6
-5-
<PAGE>
hereof) or by the Company, shall be communicated by a notice of
termination to
the other party hereto, which shall set forth the facts and
circumstances
respecting such termination; provided, however, that no notice
of termination
need be given in the event of the death of the Employee.
(d) The Employee acknowledges and agrees that any termination
under
this Section is not intended, and shall not be deemed or
construed, in any way
to affect any of the Employee's other covenants and obligat
| 
