Exhibit 10.(l)
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the “ Agreement ”) is made and
entered into as of August 17, 2006, by and between J.L. Halsey
Corporation, a Delaware corporation (together with its successors
and assigns permitted hereunder, the “ Company
”), and Peter Biro (“ Executive
”).
RECITALS
WHEREAS, the
Company has offered to Executive, and Executive has agreed to
accept, the position of Vice President of Corporate Development and
Planning; and
WHEREAS, Executive
and the Company desire to set forth herein the terms of
Executive’s employment with the Company, which employment
shall be effective as of August 17, 2006 (the “ Effective
Date ”).
NOW THEREFORE, in
consideration of the promises and the mutual covenants and
agreements contained herein, the sufficiency of which is hereby
acknowledged, the Company and Executive agree as
follows:
AGREEMENTS :
1.
Employment Period . Subject
to Section 3 or mutual written agreement between the Company
and Executive, the Company hereby agrees to employ Executive, and
Executive hereby agrees to be employed by the Company, in
accordance with the terms and provisions of this Agreement, for the
period commencing as of the Effective Date and ending on the fourth
anniversary of the Effective Date (the “ Employment
Period ”).
2.
Terms of Employment .
(a)
Position and Duties .
(i)
During the Employment Period, Executive shall serve as Vice
President of Corporate Development and Planning, and, in so doing,
shall report to the Chief Executive Officer (“ CEO
”), the President, or the Board of Directors (the “
Board ”). Executive agrees to perform whatever duties
the CEO, President, or Board may assign to Executive from time to
time, consistent with Executive’s position with the Company.
Executive shall have supervision and control over, and
responsibility for, such management and operational functions of
the Company as are usual and customary for such position, and shall
have such other powers and duties as may from time to time be
prescribed by the CEO, President, or Board.
(ii)
During the Employment Period, and excluding any periods of vacation
and sick leave to which Executive is entitled, Executive agrees to
devote all of his business time to the business and affairs of the
Company and, to the extent necessary to discharge the
responsibilities assigned to Executive hereunder, to use
Executive’s reasonable best efforts to perform faithfully,
effectively and efficiently such responsibilities. During the
Employment Period it shall not be a violation of this Agreement for
Executive to (A) serve as an Adjunct Professor at the F.W. Olin
Graduate School of Business at Babson College, Babson
Park, Massachusetts;
(B) serve as an advisor on fundraising and corporate development
efforts for Health Through Friendship, Inc. (d/b/a Live Healthier,
Inc.); (C) serve on corporate, civic or charitable boards or
committees; (D) deliver lectures or fulfill speaking engagements;
and/or (E) manage personal investments, so long as such activities
do not materially interfere with the performance of
Executive’s responsibilities as an employee of the Company in
accordance with this Agreement.
(b)
Compensation .
(i)
Base Salary . During the Employment Period, Executive shall
receive an annual base salary per calendar year of $190,000
(“ Annual Base Salary ”), which shall be paid in
accordance with the customary payroll practices of the Company and
shall be prorated for the year ending December 31, 2006, and for
any other partial year of service. The Company may review and
adjust Executive’s Annual Base Salary. The term Annual Base
Salary as utilized in this Agreement shall refer to Annual Base
Salary as so adjusted.
(ii)
Annual Bonus Payments . During the Employment Period,
Executive shall receive, in addition to the Annual Base Salary,
such annual bonus payments as the Board may specify (each an
“Annual Bonus”); provided, however, that each such
Annual Bonus shall not be less than $15,000 (prorated for the year
ending December 31, 2006, and for any other partial year of
service). Each Annual Bonus shall be paid in a lump sum on or
before January 31 of the calendar year immediately following the
calendar year (or portion thereof) in which Executive earned such
Annual Bonus.
(iii)
Incentive, Savings and Retirement Plans . During the
Employment Period, Executive shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies
and programs of the Company applicable generally to similarly
situated executive officers of the Company (“ Investment
Plans ”).
(iv)
Medical, Dental and Vision Benefits . During the Employment
period, Executive shall monthly submit to the Company invoice(s)
for the monthly premiums incurred by Executive for medical,
prescription drug, dental, and/or vision insurance for Executive
and/or Executive’s immediate family or dependents. The
Company shall, within a reasonable time after receipt of such
invoice(s), reimburse Executive for such expenses not exceeding, in
the aggregate, $1,200.00 per month (“ Health Care
Reimbursement ”).
(v)
Other Welfare Benefits . During the Employment Period,
Executive and/or Executive’s family or dependents, as the
case may be, shall be eligible for participation in the
Company’s short-term disability, long-term disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans or programs (collectively, the “
Other Welfare Plans ”) to the extent applicable
generally to similarly situated executive officers of the
Company.
(vi)
Expenses . During the Employment Period, Executive shall be
entitled to receive prompt reimbursement for all reasonable travel,
entertainment and other business-related expenses incurred by
Executive in accordance with the policies, practices and procedures
of the Company.
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(vii)
Vacations and Holidays . During the Employment Period,
Executive shall be entitled to four (4) weeks of vacation during
each calendar year (prorated for the year ending December 31, 2006,
and any other partial year of service) and holidays in accordance
with the policies of the Company.
3.
Termination of Employment .
(a)
Death or Disability . Executive’s employment shall
terminate automatically upon Executive’s death during the
Employment Period. If the Disability of Executive has occurred
during the Employment Period (pursuant to the definition of
Disability set forth below), the Company may give to Executive
written notice in accordance with Section 11(b) of its
intention to terminate Executive’s employment. In such event,
Executive’s employment with the Company shall terminate
effective on the thirtieth (30th) day after receipt of such notice
by Executive (the “ Disability Effective Date
”), provided, that, within thirty (30) days after such
receipt, Executive shall not have returned to full-time performance
of Executive’s duties. For purposes of this Agreement,
“ Disability ” shall mean Executive’s
inability to perform his duties and obligations hereunder for a
period of ninety (90) consecutive days due to mental or physical
incapacity as determined by a physician selected by the Company or
its insurers and acceptable to Executive or Executive’s legal
representative (such agreement as to acceptability not to be
unreasonably delayed, conditioned or withheld).
(b)
Termination by the Company for Cause . The Company may
terminate the Executive’s employment during the Employment
Period for Cause. For purposes of this Agreement,
“Cause” shall mean: (i) the failure of Executive to
perform his obligations and duties hereunder to the satisfaction of
the Company, which failure is not remedied within fifteen (15) days
after receipt of written notice from the Company; (ii) commission
by Executive of an act of fraud upon, or willful misconduct toward,
the Company or any of its affiliates; (iii) a material breach by
Executive of Section 6 , Section 7 or Section
9 , which in either case is not remedied within fifteen (15)
days after receipt of written notice from Board or the Company;
(iv) the conviction of Executive of any felony (or a plea of
nolo contendere thereto) or any crime involving moral
turpitude; or (v) the failure of Executive to carry out, or comply
with, in any material respect any directive of the Board consistent
with the terms of this Agreement, which is not remedied within
fifteen (15) days after receipt of written notice from the Board or
the Company. Any written notice from the Board or the Company
pursuant to this Section 3(b) shall specifically identify
the failure that it deems to constitute Cause.
(c)
Termination by Executive.
(i)
Executive’s employment may be terminated during the
Employment Period by Executive for Good Reason or without Good
Reason. If Executive believes that an event constituting Good
Reason has occurred, Executive must notify the Company of that
belief within thirty (30) days of the occurrence of the event,
which notice must set forth in writing the basis for that belief.
The Company will have thirty (30) days after receipt of such notice
(the “ Review Period ”) in which to either
rectify such event to Executive’s reasonable satisfaction,
determine that an event constituting Good Reason does not exist, or
determine that an event constituting Good Reason exists. If the
Company does not take any of such actions within such the
Review
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Disability, Cause, or
by Executive other than for Good Reason during the Employment
Period, the Company shall pay to Executive or his legal
representatives within twenty (20) days after the Date of
Termination (except as otherwise noted with respect to paragraphs
(iv) and (v) below) (and the Company shall have no further
obligations hereunder with respect to Executive):
(i)
Executive’s Annual Base Salary and Annual Bonus accrued
through the Date of Termination to the extent no theretofore
paid;
(ii)
Any unreimbursed business expenses;
(iii)
Any amount arising from Executive’s participation in, or
benefits under, any Investment Plans (“ Accrued
Investments ”), which amounts shall be payable in
accordance with the terms and conditions of such Investment Plans;
and
(iv)
Any amounts to which Executive is entitled from Executive’s
participation in, or benefits under, the Health Care Reimbursement
(collectively, “ Accrued Welfare Benefits ”),
which amounts shall be payable in accordance with the terms and
conditions with such plans or arrangements, and any amounts owed as
a result of accrued vacation, which amounts shall be payable in
accordance with the policies of the Company.
(b)
Termination for Good Reason; Without Cause . If the Company
shall terminate Executive’s employment without Cause or
Executive shall terminate his employment for Good Reason, the
Company shall pay to Executive within twenty (20) days of the date
of Termination (except as otherwise noted with respect to
paragraphs (iv), (v) and (vi) below) (and their Company shall have
no further obligations hereunder with respect to Executive):
(i)
Executive’s Annual Base Salary and Annual Bonus accrued
through the Date of Termination to the extent not theretofore
paid;
(ii)
Any unreimbursed business expenses;
(iii)
Any Accrued Investments, which amounts shall be payable in
accordance with the terms and conditions of such Investment
Plans;
(iv)
Any Accrued Welfare Benefits, which amounts shall be payable in
accordance with the terms and conditions of the applicable plan or
arrangement, and any amounts owed as a result of accrued vacation,
which amounts shall be payable in accordance with the policies of
the Company; and
(v)
The amount of Executive’s Annual Base Salary as of the Date
of Termination, which amount shall be paid in bi-weekly payments,
in accordance with the customary payroll practices of the Company,
for the period from the Date of Termination through the first
anniversary of the Date of Termination (such period, the “
Severance Period ”) in accordance with the customary
payroll practices for executive officers of the Company; provided,
however, that Executive shall be entitled to receive the amount
payable pursuant to this Section 4(b)(v) only so long as
Executive has not breached the provisions of Section 6, 7 or
9 , at which time the Company’s payment obligations
pursuant to this Section 4(b)(v) shall immediately cease;
provided further, however, that the amount payable pursuant to this
Section
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4(b)(v) shall be reduced by the
amount of any compensation Executive receives with respect to any
other employment of Executive by another person during the
Severance Period. Executive shall promptly deliver written notice
to the Company of the commencement of any other employment during
the Severance Period. Upon request from time to time, Executive
shall furnish the Company with a true and complete certificate
specifying any such compensation earned or received by Executive
during the Severance Period.
5.
Full Settlement . Neither Executive nor the Company
shall be liable to the other party for any damages in addition to
the amounts payable under Section 4 arising out of the
termination of Executive’s employment prior to the end of the
Employment Period; provided, however , that the Company
shall be entitled to seek damages for any breach of Section
6 , Section 7 , or Section 9 or for
Executive’s fraudulent or criminal misconduct.
6.
Confidential Information.
(a)
Executive acknowledges that the Company and its affiliates have
trade, business and financ
