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EMPLOYMENT AGREEMENT
AGREEMENT, dated as of September 14,
2007 (“Effective Date”), between HERBERT J. ROBERTS,
residing at 51 Manor Pond Lane, Irvington, New York 10533
(“Executive”), and JUNIPER CONTENT CORPORATION, a
Delaware corporation having its principal office at 521 5
th Avenue, Suite 822, New York, NY 10175
(“Company”).
WHEREAS , the Company and Executive have reached an
understanding regarding Executive’s employment with the
Company for the period ending at the close of business on September
14, 2009; and
WHEREAS , the Company and Executive desire to evidence
their agreement in writing and to provide for the employment of
Executive by the Company on the terms set forth herein.
NOW, THEREFORE
, in consideration of the covenants
and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
IT IS AGREED:
1. Employment, Duties and Acceptance
.
1.1 Effective as of the Effective
Date, the Company hereby agrees to employ Executive as its Senior
Vice President, Chief Financial Officer and Secretary and Executive
hereby accepts such employment on the terms and conditions
contained in the Agreement. During the term of this Agreement, the
Executive shall make himself available to the Company to pursue the
business of the Company subject to the supervision, direction and
control of the Company’s Chief Executive Officer and the
Board of Directors of the Company (“Board” or
“Board of Directors”).
1.2 The Board and Chief Executive
Officer may assign the Executive such general management and
supervisory responsibilities and executive duties for the Company
as are appropriate and commensurate with Executive’s position
as Senior Vice President, Chief
Financial Officer and Secretary of the
Company. The Executive shall report directly to the Chief Executive
Officer.
1.3 Executive accepts such employment
and agrees to devote all of his business time, energies and
attention to the performance of his duties; provided, however, that
Executive may be actively involved in educational and civic
activities to the extent that such activities do not materially
detract from the reasonable performance of his duties (such
material detraction to be evidenced by a resolution approved by the
majority of the Board and a written notice to Executive, in which
event Executive shall have one hundred and twenty (120) days to
reduce the level of such activities in a reasonable manner).
Nothing herein shall be construed as preventing Executive from (i)
making and supervising investments on a personal or family basis
(including trusts, funds and investment entities in which Executive
or members of his family have an interest) and (ii) in serving on
the boards of directors (including advisory boards) of those
companies, for profit and not for profit, that he has had passive
activities in on which he currently serves as set forth on
Schedule A ; provided, however, that these activities do not
materially interfere with the performance of his duties hereunder
or violate the provisions of Section 4.4 hereof.
2. Compensation and Benefits .
2.1 The Company shall pay to Executive
a salary at an annual base rate of $260,000. Executive’s
salary will be paid semi-monthly in installments of $10,833.33 and
shall be subject to deductions for federal and state income taxes
and social security.
2.2 The Company shall also pay to
Executive such annual bonuses upon achievement by the Company of
such objectives as may be specified from time to time by the Board
of Directors. The amount of annual bonus payable to Executive,
which may be from 0% to 50% of Executive’s annual base rate
salary, and whether the objectives have been achieved, shall be
determined by the Board in its sole discretion.
2.3 Executive shall be entitled to
such insurance and other benefits including, among others, medical
and disability coverage and life insurance as are afforded
to
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other senior executives of the Company
and its subsidiaries, subject to applicable waiting periods and
other conditions which may be generally applicable.
2.4 Executive shall be entitled to
four weeks per year vacation time and three days off for religious
and personal reasons in accordance with the Company’s policy
for its senior executives.
2.5 Executive shall be reimbursed for
reasonable expenses for Blackberry/cell phone coverage. The Company
shall also reimburse Executive for premiums for personal term life
insurance policies maintained by Executive on his life, up to a
maximum of $1,000 per year.
2.6 Executive agrees that his services
shall be rendered primarily at the Company’s principal office
in New York City.
2.7 Subject to approval by the Board,
the Company shall grant Executive an option (“Option”)
to purchase 125,000 shares of the Company’s Common Stock
under the Company’s 2006 Long-Term Incentive Plan, such
Option to vest in three equal portions on September 14, 2008, 2009
and 2010 and have an exercise price equal to the last sales price
of the Company’s common stock on the first trading day of the
month following the Effective Date.
3. Term and Termination .
3.1 The term of this Agreement
commences as of the Effective Date and shall continue until
September 14, 2009, unless sooner terminated as herein
provided.
3.2 If Executive dies during the term
of this Agreement, this Agreement shall thereupon terminate, except
that the Company shall continue to pay to the legal representative
of Executive’s estate the base salary due Executive pursuant
to Section 2.1 hereof through the three month anniversary of
Executive’s death (or the scheduled expiration
under
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Section 3.1, if earlier than the first
anniversary date), and all amounts owing to Executive at the time
of termination, including for previously accrued but unpaid
bonuses, expense reimbursements and accrued but unused vacation
pay.
3.3 If Executive shall be rendered
incapable by an incapacitating illness or disability (either
physical or mental) of complying with the terms, provisions and
conditions hereof on his part to be performed for a period in
excess of 180 consecutive days during any consecutive twelve (12)
month period, then the Company, at its option, may terminate this
Agreement by written notice to Executive (the “Disability
Notice”) delivered prior to the date Executive resumes the
rendering of services hereunder. Upon such termination, the Company
shall pay to Executive the base salary due Executive pursuant to
Section 2.1 hereof through the three month anniversary of such
termination and all amounts owing to Executive at the time of
termination, including for previously earned but unpaid bonuses, if
any, expense reimbursements and accrued but unused vacation pay. At
the Executive’s request, the Company shall provide to
Executive at the Company’s expense an office for his
exclusive use at the Company’s principal executive offices,
or an alternative address at the Company’s option, with
access to confidential secretarial assistance and office services
during the Disability Period.
3.4 The Company, by notice to
Executive, may terminate this Agreement for cause. As used herein,
“cause” shall mean (a) the refusal by Executive to
carry out specific written directions of the Board, provided such
directions are consistent with Executive’s position (other
than any such failure resulting from incapacity as set forth in
Section 3.3), (b) Executive’s intentional fraud or gross
misconduct by Executive in performing his duties under the terms of
this Agreement; (c) Executive’s breach of a fiduciary duty or
duty of care to the Company; or (d) the indictment or conviction of
Executive of any crime involving an act of significant moral
turpitude. Notwithstanding the foregoing, no “cause”
for termination shall be deemed to exist with respect to
Executive’s acts described in clause (a) above, unless the
Board shall have given written notice to Executive (after five (5)
days advance written notice to Executive and a reasonable
opportunity to Executive to present his views with respect to the
existence of “cause”), specifying the
“cause” with particularity and , within ten (10)
business days after such notice, Executive shall not have disputed
the Board’s determination or in
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reasonably good faith taken action to
cure or eliminate prospectively the problem or thing giving rise to
such “cause,” provided, however, that a repeated breach
after notice and cure, of any p
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