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EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is being
made as of October 26, 2007, effective retroactive to October 1,
2007 by and between CHYRON CORPORATION , a New York
corporation (the "Company"), having its principal offices at 5 Hub
Drive, Melville, New York 11747, and MICHAEL
WELLESLEY-WESLEY ("MWW") having an address at 145 East 81
st St., Apt. 11A, New York, N.Y. 10028.
W I T N E S S E T H:
WHEREAS , the Company desires to continue to
employ MWW as its Chief Executive Officer and President
(collectively, the "CEO"), and MWW desires to continue to hold such
positions, subject to and upon the terms and conditions contained
herein; and
WHEREAS , the Company and MWW have
previously entered into an Employment Agreement, dated March 2,
2005, and all amendments thereto, and the parties wish to enter
into this Agreement as the successor employment agreement between
the parties, except that the Change-in-Control Agreement, dated
October 26, 2007 (the "CIC Agreement") shall remain in full force
and effect.
NOW , THEREFORE , in consideration
of the mutual premises and agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1. Nature of Employment: Term of
Employment .
The Company hereby agrees to continue to employ
MWW and MWW agrees to continue to serve the Company as its CEO,
upon the terms and conditions contained herein, for a term
commencing on October 1, 2007 (the "Commencement Date") and
continuing until August 31,
2008 (the "Employment Term," which shall
include, as applicable, all successive terms of employment under
this Agreement or any amendment thereof). The parties agree to
begin good faith negotiations of an extension within 120 days
before the end of the Employment Term.
2. Duties and Powers as Employee
.
(a) During the Employment Term, MWW shall be
employed by the Company as CEO, which position is, and shall remain
at all times during the Employment Term, the senior executive
officer position of the Company. MWW shall devote his full working
time to his duties as CEO. In performance of his duties, MWW shall
report directly to and be subject to the direction of the Board of
Directors of the Company or any Committee thereof. As CEO, MWW
shall have all the responsibilities, duties and authority as are
generally associated with the position of CEO of a public company,
including full executive power over, and responsibility for,
managing, directing and supervising all aspects of the business of
the Company worldwide. The CEO shall also be responsible for
developing the business plan and objectives of the Company and
managing the execution of such plan.
(b) As CEO, MWW shall travel in accordance with
the reasonable needs of the business, which shall require him to
conduct business for the Company primarily in Melville, New York
and such other locations as he deems necessary.
3. Compensation .
(a) As compensation for his services hereunder,
the Company shall pay MWW, during the Employment Term, a base
salary (the "Base Salary") payable in equal installments by-weekly
at the annual rate of $442,000.
(b) In addition to the Base Salary, and subject
to the sole discretion of the Compensation Committee of the Board
of Directors, MWW may receive, as incentive compensation, an annual
bonus (the "Incentive Bonus"). The Company shall pay the Incentive
Bonus, if any, to MWW only after the issuance of the results of the
annual audit of its books and records by its independent auditor,
except that MWW can accelerate the payment of such bonus at anytime
up to the amount of $40,000, in order to balance the payment of
personal income taxes owed the United States and Great Britain by
MWW, on the condition that the Compensation Committee resolves that
it has been earned and does not constitute a loan, which would
violate the provisions of the Sarbanes-Oxley Act.
4. Expenses; Vacation; Insurance; Other
Benefits .
(a) MWW shall be entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in the
performance of his duties hereunder, upon submission and approval
of written statements and bills in accordance with the then regular
procedures of the Company. The Company shall also pay MWW an
additional $18,000 a year toward regular commutation costs. This
amount will be payable in equal installments bi-weekly and is
subject to withholding and other
appropriate payroll taxes. This amount may be
used for the cost of an automobile lease and all related costs; no
other payments will be made for regular commutation costs.
(b) MWW shall be entitled to twenty (20) days
paid vacation time per annum or such other period as is in
accordance with the regular procedures of the Company governing
senior executive officers as determined from time to time by the
Company's Board of Directors.
(c) MWW shall be entitled to participate in all
employee benefit plans and programs of the Company now or hereafter
made available to all senior executives of the Company as a group,
to the extent eligible, (including, without limitation, each
retirement plan, supplemental and excess retirement plans, deferral
savings plans, annual and long-term incentive compensation plans,
stock option and purchase plans, group life insurance, accident and
death insurance, medical and dental insurance, sick leave,
disability plans and fringe benefit plans) on a basis which is no
less favorable than is made available to any other senior executive
of the Company, except as otherwise provided herein. MWW shall
participate in the Company's Executive Retention Program (the
"Program"), to the extent one exists. In the event MWW receives
severance under the Program or any change-in-control agreements in
existence, including the CIC Agreement, then such severance shall
be in lieu of any severance obligations under this Agreement,
except as provided herein.
(d) The Company shall pay for United States
income tax advice and preparation of United States income tax forms
for MWW up to $5,000 per year.
5. Representations and Warranties of
Employee .
(a) MWW represents and warrants to the Company
that (a) as of the Commencement Date, MWW is under no contractual
or other obligation which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder, or the
other rights of the Company hereunder, and (b) MWW is under no
physical or mental disability that would hinder his performance of
duties under this Agreement.
6. Non-Competition .
(a) MWW agrees that he will not: (i) during the
period he is employed by the Company, engage in, or otherwise
directly or indirectly be employed by, or act as a consultant to,
or be a director, officer, employee, owner, member or partner of,
any other business or organization that is or shall then be
competing with the Business of the Company (as defined below), and
(ii) for a period of one (1) year after he ceases to be employed by
the Company, directly or indirectly, compete with or be engaged in
the Business of the Company, or be employed by, or act as
consultant to, or be a director, officer, employee, owner, member
or partner of, any business or organization which, at the time of
such cessation, competes with or is engaged in the Business as the
Company, except that in each case the provisions of this Section 6
will not be deemed breached merely because MWW: (i) owns not more
than five percent (5%) of the outstanding common stock of a
corporation, if, at the time of its acquisition by MWW, such stock
is listed on a national securities exchange, is reported on NASDAQ,
or is regularly traded in the over-the-counter market by a member
of a
national securities exchange; or (ii) MWW is a
passive investor in any fund in which he has no investment
discretion. This prohibition shall apply to the entire world in
recognition of the fact that the Company operates on a
multi-national basis. "Business of the Company" shall mean the
design, manufacture, sale, re-sale, distribution or maintenance of
character generators that are used by the broadcast and cable
industries, and products similar to ChyTV.
(b) It is the intent of the parties to this
Agreement that the provisions of this Section 6 shall be enforced
to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is
sought. If any particular provisions or portions of this Section 6
shall be adjudicated to be invalid or unenforceable, such
provisions or portion thereof shall be deemed amended to the
minimum extent necessary to render such provision or portion valid
and enforceable, such amendment to apply only with respect to the
operation of such provisions or portions in the particular
jurisdiction in which such adjudication is made.
(c) The parties acknowledge that damages and
remedies at law for any breach of this Section 6 will be inadequate
and that the Company shall be entitled to specific performance and
other equitable remedies (including injunction) and such other
relief as a court or tribunal may deem appropriate in addition to
any other remedies the Company may have. MWW also waives the
posting of any bond in connection with the issuance of any
injunctive relief.
7. Patents; Copyrights .
Any interest in patents, patent applications,
inventions, copyrights, developments, and processes ("Such
Inventions") which MWW now or hereafter during the period he is
employed by the Company may own or develop relating to the fields
in which the Company may then be engaged shall belong to the
Company; and forthwith upon request of the Company, MWW shall
execute all such assignments and other documents and take all such
other action as the Company may reasonably request in order to vest
in the Company all his right,
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