Exhibit 10.25
EMPLOYMENT AGREEMENT
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.
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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
