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EMPL OYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and
entered into on June 6, 2007 by and between YP Corp., a Nevada
Corporation (the “Company”), and Rajesh Navar
(“Executive”). This agreement supersedes any other
Agreement between Executive and Company.
In
consideration of the mutual promises, covenants and agreement
herein contained, intending to be legally bound, the parties
agree as follows:
1.
Employment .
The Company hereby agrees to employ Executive, and Executive hereby
agrees to serve, subject to the provisions of this Agreement, as an
employee of the Company in the position of President. Executive
will perform all services and acts reasonably necessary to fulfill
the duties and responsibilities of his position and will render
such services on the terms set forth herein and will report to the
Company’s Chief Executive Officer (“CEO”).
Executive agrees to devote his business time, attention and
energies to the extent reasonably necessary to perform the duties
assigned hereunder, and to perform such duties diligently,
faithfully and to the best of his abilities. It is expressly
understood and agreed that Executive shall have the right to engage
in any activities that are generally engaged in by executives of
his position and status, provided that Executive agrees to refrain
from any activity that interferes with the performance of
Executive’s duties hereunder.
2.
Term .
This Agreement is for the three-year period (the
“Term”) commencing on the date hereof and terminating
on the third anniversary of such date, or upon the date of
termination of employment pursuant to Section 8 of this Agreement;
provided, however, that commencing on the third anniversary of the
date hereof and each anniversary thereafter the Term will
automatically be extended for one additional year unless, not later
than 90 days prior to any such anniversary, either party hereto
will have notified the other party hereto that such extension will
not take effect, in which event the Term shall end on the last day
of the then current period.
3.
Place of Performance .
Executive will perform his duties and conduct business on behalf of
the Company at a location mutually agreed upon with the CEO and
shall be permitted to telecommute provided that it does not
substantially interfere with the performance of his duties
hereunder.
4.
Compensation .
Executive’s salary during the first year of the Term will be
at the annual rate of $300,000 (the “Annual Salary”),
payable in accordance with the Company’s regular payroll
practices. During the Term, commencing with the second year of the
Term, the Annual Salary shall be increased on an annual basis at a
rate of at least 10% of the preceding year’s Annual Salary.
All applicable withholdings, including taxes, will be deducted from
such payments.
5.
Business Expenses .
During the Term, the Company will reimburse Executive for all
business expenses incurred by him in connection with his
employment, upon submission by the Executive of receipts and other
documentation in conformance with the Company’s normal
procedures for executives of Executive’s position and
status.
6.
Vacation, Holidays and Sick Leave .
During the Term, Executive will be entitled to paid vacation (21
business days per calendar year), paid holidays and paid sick leave
in accordance with the Company’s standard policies for its
officers, as may be amended from time to time.
7.
Benefits .
During the Term, Executive will be eligible to participate fully in
all health, disability and dental benefits, insurance programs,
pension and retirement plans and other employee benefit and
compensation arrangements (collectively, the “Employee
Benefits”) available to senior officers of the Company
generally, as the same may be amended form time to time by the
Board.
8.
Termination of Employment .
a)
Notwithstanding
any provision of this Agreement to the contrary, the
employment of Executive hereunder will terminate on the first
to occur of the following dates:
(i)
the
date of Executive’s death;
(ii)
the
date on which Executive has experienced a Disability (as
defined below), and the Company gives Executive notice of
termination on account of Disability;
(iii)
the
date on which Executive has engaged in conduct that
constitutes Cause (as defined below), and the Company gives
Executive notice of termination for Cause;
(iv)
expiration
of the Term without renewal or extension;
(v)
the
date on which the Company gives Executive notice of
termination for any reason other than the reasons set forth in
(i) through (iv) above;
(vi)
the
date on which Executive gives the Company notice of
termination for Good Reason (as defined below);
or
(vii)
the
date that is 60 days following the date on which Executive
gives the Company notice of termination for any reason other
than Good Reason.
b)
For
purposes of the Agreement, “Disability” will mean
an illness injury or other incapacitation condition as a
result of which Executive is unable to perform, with
reasonable accommodation, the services required to be
performed under this Agreement for 180 consecutive days during
the Term. In any such event, the Company, in its sole
discretion, may terminate this Agreement by giving notice to
Executive of termination for Disability. Executive agrees to
submit to such medical examinations as may be necessary to
determine whether a Disability exists, pursuant to such
reasonable requests made by the Company from time to time. Any
determination as to the existence of a Disability will be made
by a physician mutually selected by the Company and
Executive.
c)
For
purposes of the Agreement, “Cause” will mean the
occurrence of any of the following events, as reasonably
determined by the Board:
(i)
Executive’s
willful and continued refusal to substantially perform his
duties hereunder;
(ii)
Executive’s
conviction of a felony, or his guilty plea to or entry of a
nolo contendere plea to a felony charge;
(iii)
Executive’s
breach of any material term of this Agreement or the
Company’s written policies and procedures, as in effect
from time to time; provided, however, that with respect to
(i), or (iii) above, such termination for Cause will only be
effective if the conduct constituting Cause is not cured by
Executive within 30 days of receipt by Executive of notice
specifying in reasonable detail the nature of the alleged
breach. For purposes of this Section 8(c), no act or omission
by Executive shall be considered “willful” unless
done, or not done, by Executive in bad faith or without
reasonable belief that such act or omission was in the best
interests of the Company, and any act or omission by Executive
based upon or consistent with authority given to Executive
under this Agreement or by the Board or upon advice of the
Company’s counsel, shall be conclusively presumed to be
done in good faith and in the best interests of the Company.
There shall be a presumption that Executive has not violated
Section 8(c)(i) and (iii) above until there is a finding by
the fact finder (i.e., judge, jury, or arbitrator) of
wrongdoing sufficient to justify termination for Cause under
these sections. Until such a finding is made, Executive shall
receive all the payments and benefits that he would otherwise
receive if his employment was terminated pursuant to Section
8(a)(v) or (vi) above.
2
d)
For
purposes of this Agreement, “Good Reason” will
mean the occurrence of any of the following events, as
reasonably determined by Executive:
(i)
A
substantial reduction in Executive’s responsibilities
and duties by the Board or adverse change in job
title;
(ii)
The
removal of Executive from the Board other than for
cause;
(iii)
The
failure of the Company to pay executive on a timely basis his
total Annual Salary and/or bonuses or payments
earned;
(ii)
the
Company’s breach of any material term of this Agreement;
provided that in all cases Executive will have provided the
Company with notice and not less than a 15 calendar day
opportunity to cure the conduct that Executive
clai
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