EMPLOYMENT AGREEMENT (this “Agreement”), dated March 11, 2005, is entered into by and between BCI Communications, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 20 Bushes Lane, Elmwood Park, New Jersey 07407, and Robert Bradley (the “Employee”), an individual residing at 53 Waterside Drive, Little Ferry, New Jersey 07643.
W I T N E S S E T H:
WHEREAS , Richard Berliner, the Chief Executive Officer (“CEO”) and Chairman of the Board of Directors (the “Board”) of the Company, has approved and authorized the entry into this Agreement with Employee, and Employee desires to be employed by the Company, on the terms and conditions hereinafter set forth.
WHEREAS , Employee is willing to serve as “Vice President of Sales, Marketing and Business Development” of the Company, and the Company desires to retain Employee in that capacity on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
Section 1. Term of Employment . The Employee’s employment under this Agreement shall commence on the date of hereof (the “Commencement Date”) and, subject to earlier termination pursuant to Section 5 hereof, shall continue until the second anniversary of the Commencement Date (the “Term”).
Section 2. Position and Duties . During the Term, the Employee shall serve as Vice President of Sales Marketing and Business Development and shall have such powers and duties as are commensurate with such position and as may be conferred upon him from time to time by Chief Executive Officer or Board of Directors of the Company (the “Board”). During the Term, and except for illness or incapacity and reasonable vacation periods, the Employee shall devote all of his business time, attention, skill and efforts exclusively to the business and affairs of the Company and its subsidiaries and affiliates and shall abide by all applicable policies of the Company.
Section 3. Compensation .
(a) For the performance of Employee’s duties hereunder during the Term, the Employee shall receive a base salary at an annualized rate of $100,000.00 (the “Base Salary”), less normal deductions, earned and payable pursuant to the Company’s standard payroll practices as in effect from time to time.
(b) The Employee shall be entitled to participate in all compensation and employee benefit plans or programs, and to receive all benefits, perquisites and emoluments, for which any salaried employees of the Company are eligible under any plan or program now or hereafter established and maintained by the Company, to the fullest extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof, including, without limitation, incentive compensation, bonus, group hospitalization, health, dental care, or other insurance, stock purchase, restricted stock and stock option plans. Notwithstanding the foregoing, nothing in this Agreement shall preclude the amendment or termination of any such plan or program.
(c) In addition to the Base Salary, Employee shall be entitled to participate in an incentive plan as set forth in Schedule A, attached hereto.
Section 4. Business Expenses . The Company shall pay or reimburse the Employee for all reasonable travel or other expenses incurred by the Employee in connection with the performance of his duties and obligations under this Agreement, subject to the Employee’s presentation of appropriate vouchers in accordance with such procedures as the Company may from time to time establish for employees and to preserve any deductions for Federal income taxation purposes to which the Company may be entitled.
Section 5. Effect of Termination of Employment . (a) In the event the Employee’s employment terminates, during the Term, due to a Without Cause Termination (as hereinafter defined), as liquidated damages or severance pay, or both, the Company shall pay the unpaid Base Salary through the end of the Term, but not less than the equivalent of five (5) month’s of the annual base salary at the time of termination. The Employee shall be entitled to continued group hospitalization, health and dental care insurance for the periods specified in the Comprehensive Omnibus Budget Reconciliation Act (“COBRA”) upon payment by the Employee of the amounts specified under COBRA.
(b) In the event that the Employee’s employment hereunder terminates due to a Termination for Cause (as hereinafter defined) or death of the Employee, earned but unpaid Base Salary as of the date of termination of employment shall be payable in full. However, no other payments shall be made, or benefits provided, by the Company under this Agreement except for benefits that have already become vested under the terms of such employee benefit programs as may be maintained by the Company or its affiliates for its employees and except as otherwise required by law.
(c) For purposes of this Agreement, the following terms have the following meanings:
(i) The term “Termination for Cause” means, to the maximum extent permitted by applicable law, a termination of the Employee’s employment by the Company because the Employee has (a) materially breached or materially failed to perform his duties under applicable law and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, (b) committed an act of dishonesty in the performance of his duties hereunder or engaged in conduct detrimental to the business of the Company, (c) been convicted of a felony or any crime involving moral turpitude, (d) materially breached or materially failed to perform his obligations and duties hereunder, which breach or failure the Employee shall fail to remedy within 30 days after written demand from the Company, or (e) violated in any material respect the representations made in Section 1 above or the provisions of Section 6 below.
(ii) The term “Without Cause Termination” means a termination of the Employee’s employment by the Company other than due to expiration of the Term and other than a Termination for Cause.
Section 6. Other Duties of Employee During and After Term. (a) The Employee recognizes and acknowledges that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries or affiliates (any or all of such entities being hereinafter referred to as the “Business”), as such information may exist from time to time, other than information that the Company has previously made publicly available, is confidential information and is a unique and valuable asset of the Business, access to and knowledge of which are essential to the performance of the Employee’s duties under this Agreement. In consideration of the payments made to him hereunder, the Employee shall not at any time, except to the extent reasonably necessary in the performance of his duties under this Agreement, divulge to any person, firm, association, corporation, or governmental agency, any information concerning the affair