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
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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.
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(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.
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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
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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
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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 obli
