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Exhibit 10.1
EMPLOYMENT AGREEMENT BETWEEN
SMARTPROS LTD.
AND
ALLEN S. GREENE
This employment agreement dated as of February 1, 2007 is by and
between
SmartPros Ltd., a Delaware corporation (the "Company"), and Allen
S. Greene, an
individual residing at 100 Minnisink Road, Short Hills, New Jersey
07078 (the
"Executive").
1. EMPLOYMENT. The Company shall employ the Executive, and the
Executive
agrees to serve the Company, on the terms and conditions set forth
herein.
The Executive shall serve as Chairman and Chief Executive Officer
of the
Company and shall be based at the Company's headquarters in
Hawthorne, New
York, but Executive may work up to 2 days per week from his home.
The
Executive hereby accepts such employment hereunder, except for
absences
occasioned by illness and reasonable vacation periods, and agrees
to
undertake the duties and responsibilities inherent in such position
and
such other duties and responsibilities as the Company shall from
time to
time reasonably assign to him. The Executive shall report to and
be
supervised by the Board of Directors of the Company (the "Board").
The
Executive shall use his best efforts, including the highest
standards of
professional competence and integrity, and shall devote his full
business
time and effort to the performance of his duties hereunder. The
Executive
shall not engage in any other business activity except that the
Executive
may engage from time to time in such personal investment activities
as do
not interfere with his day to day responsibilities to the Company.
The
Executive shall be allowed to serve as an independent member of the
boards
of directors of other companies with the prior approval of the
Board.
2. COMPENSATION AND BENEFITS.
2.1 SALARY. During the Term (as defined below) of this Agreement,
the
Executive shall be paid a salary at the rate of $275,000 per
annum
("the Base Salary"), payable as customarily paid by the
Company.
During the Term of this Agreement, Executive's Base Salary shall
be
reviewed at least annually by the Board. The first such review
will
be made no later than October 1, 2007 and thereafter the Base
Salary
shall be reviewed on or before October 1 of each succeeding
year.
The Board, in its sole discretion, may increase, but not
decrease
the Base Salary.
2.2 BONUS. In addition to his Base Salary, the Executive may be
entitled
to bonuses at times and amounts determined in the discretion of
the
Board.
2.3 BENEFITS. The Executive shall be entitled to participate in
all
employee benefit programs or plans maintained by the Company
from
time to time on the same
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basis as other similarly situated executive employees of the
Company. If the Executive elects not to participate in the
Company's
health, dental or life insurance plans the Company will pay or
reimburse (based on the cost to the Company for a family plan)
the
Executive for the direct premium cost of Executive's
participation
in the Bank of America Corp. health and life insurance plan.
(Any
increase in the Company's cost for their plan will increase the
amount of reimbursement.) The Company will pay or reimburse the
lease cost of the automobile currently leased by the Executive
and
upon expiration or termination of the lease will continue to
provide
the Executive with a similar suitable automobile for his
business
and/or personal use. The Company will pay or reimburse all
maintenance, insurance, tolls, fuel, and other operating expenses
of
the automobile currently leased by Executive or any replacement
provided by the Company hereunder including any excess mileage
charges. The Executive will be entitled to 4 weeks paid vacation
per
year.
2.4 REIMBURSEMENT OF EXPENSES. The Company shall reimburse the
Executive
in accordance with its general reimbursement policies for all
ordinary and necessary expenses incurred by the Executive on
behalf
of the Company upon the presentation of appropriate supporting
documentation.
3. TERM; TERMINATION; RIGHTS UPON TERMINATION.
3.1 TERM. The period of Executive's employment under this Agreement
shall
begin as of February 1, 2007 and shall continue for thirty-six
(36)
full calendar months thereafter. Commencing as of February 1,
2008,
and continuing on February 1 of each year thereafter (the
"Anniversary Date"), this Agreement shall renew for an
additional
year such that the remaining term shall be thirty-six full
calendar
months, unless written notice of non-renewal is provided to the
Executive or to the Company, at least thirty (30) days prior to
any
such Anniversary Date, in which event this Agreement shall
terminate
at the end of twenty-four (24) months following such
Anniversary
Date. Prior to each notice period for non-renewal, the
independent
members of the Board of Directors of the Company ("Board") or
the
compensation committee of the Board will conduct a performance
evaluation and review of Executive for purposes of determining
whether to extend the Agreement, and the results thereof shall
be
included in the minutes of the Board's meeting. Any notice
given
pursuant to this Section shall be provided in accordance with
the
terms of Section 8.1.
3.2 TERMINATION. The Company may at any time, terminate the
employment
of the Executive under this Agreement for Cause (as defined
below),
or without Cause, immediately and without any requirement of
notice.
The rights and obligations of the parties upon any termination
of
the Executive's employment shall be as set forth in Section 3.3.
For
purposes of this Agreement the term "Cause" shall mean (i) any
act
of dishonesty or gross and willful misconduct with respect to
the
Company, including without limitation, fraud or theft, on the
2
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part of the Executive, (ii) conviction of the Executive of a
felony,
or (iii) the Executive's failure to perform his assigned duties
hereunder after written notice and a 30 day opportunity to
cure.
3.3 RIGHTS UPON TERMINATION. In the event that:
(a) The employment of the Executive is terminated (i) by
the Company without Cause or (ii) by the Executive, pursuant
to written notice to the Company, upon any change by the
Company in Executives function, duties or responsibilities,
which change would cause Executive's position with the
Company to become one of lesser responsibility, importance or
scope from the position described in Section 1, then, for the
remainder of the then current term of employment hereunder,
(subject to Section 3.3(e)), (x) the Company shall pay to the
Executive, at the time otherwise due under Section 2, all
Base Salary at the rate in effect at the time of termination,
(y) a bonus equal to the average of the last two years annual
bonuses received by the Executive multiplied by the amount of
whole and partial years remaining on the contract, and (z)
the Company shall provide to Executive all benefits described
in section 2.3. The obligations of the Company pursuant to
this Section 3.3(a) shall be in lieu of any other rights of
the Executive hereunder to compensation or benefits in
respect of any period before or after the date of such
termination except for payments due under paragraph 3.3(e).
Notwithstanding anything contained in this section 3.3(a) to
the contrary, the Company shall have thirty (30) days from
the date it receives written notice from the Executive that
he intends to exercise his right to terminate his employment
as a result of the conditions described in clause (ii) of the
first sentence of this section 3.3(a), to "cure" such
conditions. Upon such "cure", the Executive's right to the
payments described in this section 3.3(a) shall immediately
lapse.
(b) The Executive's employment terminates by reason of
death or disability, then the Company shall pay and provide
to the Executive or Executive's estate or other successor in
interest at the time otherwise due under Section 2 all Base
Salary and benefits due to the Executive under Section 2
through the end of the sixth month after the month in which
the termination occurs, but reduced in the case of disability
by any payments received under any disability plan, program
or policy paid for by the Company. The Company is entitled to
reduce payments to Executive once Executive files for Long
Term Disability payments under a Company paid plan even if
the payments
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