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Exhibit 10.27
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (the “
Agreement ”)
is dated as of July 10, 2000, and is entered into between Asset
Alliance Corporation, a Delaware corporation (the “
Company ”),
and Stephen G. Bondi (the “
Employee ”).
WHEREAS,
upon the terms and subject to the conditions of this
Agreement, the Company desires to employ the Employee and the
Employee desires to accept employment by the
Company;
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties,
intending to be legally bound, agree as follows:
1.
Employment and Term .
(a)
The
Employee shall serve as Senior Vice President and Chief
Financial Officer of the Company and in such other executive
managerial position or positions with the Company or its
subsidiaries or affiliates as shall hereafter be designated by
the Board of Directors of the Company (the “
Board ”)
and shall perform such managerial duties consistent with the usual
duties of an officer of his status. The Employee shall report to
and carry out the lawful directions of the Company’s
President and Executive Vice President. The Employee’s
employment shall be on the terms and conditions set forth herein,
and the Employee hereby accepts such employment and agrees to
devote substantially all of his business time to the faithful and
diligent performance of the duties provided herein.
(b)
The
term of the Employee’s employment by the Company shall
commence as of July 10, 2000 (the “
Effective Date ”)
and shall continue for a period of one year from such date (the
“
Initial Employment Period ”),
which Initial Employment Period shall be automatically extended for
an additional one year period on each anniversary of this Agreement
(such that the remaining term as of each anniversary shall be one
year) (each a “
Renewal Period ”)
unless and until the Employee’s employment is terminated
pursuant to Section 3 hereof.
2.
Compensation .
(a)
Salary .
The Company shall compensate the Employee with a base salary of
$250,000 for the Initial Employment Period, prior to any deductions
for participation in the Company’s SEP, commencing on the
Effective Date and payable in accordance with the normal payroll
practices of the Company. The base salary shall be reviewed
annually but shall not be less than $250,000 per
annum.
(b)
Incentive Bonus .
The Company shall pay Employee additional compensation determined
pursuant to the terms of a compensation plan to be developed by the
Board; provided, however, the Employee shall be eligible to receive
not less than $50,000 during the Initial Employment Period pursuant
to such plan, it being understood that such compensation shall be
variable and may not result in any payment to
Employee.
(c)
Discretionary Bonus .
Employee shall receive a discretionary annual bonus that shall not
be less than $100,000 during the Initial Employment Period or
during any Renewal Period. Such bonus shall be paid prior to March
15 of each year during the Initial Employment Period or during any
Renewal Period.
(d)
Stock Options .
Subject to the approval of the Company’s Board, the Company
shall grant to the Employee on the Effective Date options to
purchase 150,000 shares of the Company’s Common Stock on the
following terms and the other terms set forth in the form of option
certificate delivered to the Employee herewith: (1) the options
shall be exercised within ten (10) years from the date of grant;
(2) 30,000 options shall vest and become exercisable at the end of
the Initial Employment Period and every Renewal Period thereafter
until all options have vested and become exercisable; (3) the
exercise price shall be $12 per share; and (4) the options shall
become immediately exercisable upon Employee’s termination by
the Company following a Change of Control (as defined in Section
3(h) hereof).
(e)
Benefits .
The Employee shall be entitled to participate in any Company
sponsored health insurance plan and the Company’s SEP, all on
such terms as the Board shall determine, and such other employee
benefits as the Board may hereafter make available to the
executives of the Company.
(f)
Expenses .
The Company shall pay or reimburse the Employee for all expenses
normally reimbursed by the Company and reasonably incurred by him
in furtherance of his duties hereunder including, without
limitation, travel expenses, meals, hotel accommodations and the
like upon submission by him of vouchers or an itemized list thereof
prepared in compliance with such rules relating thereto as the
Board may, from time to time, adopt and as may be required in order
to permit such payments as proper deductions to the Company under
the Internal Revenue Code of 1986, as amended (the “
Code ”),
and the rules and regulations adopted pursuant thereto now or
hereafter in effect.
(g)
Vacations .
During each year of employment, the Employee shall be entitled to
paid vacations for three weeks.
3.
Termination .
(a)
This
Agreement shall be terminated upon the happening of any of the
following events: (i) in the case of a termination by the
Company for Cause (as defined in Section 3(e) hereof),
immediately upon written notice of termination; (ii) in the
case of other terminations, whenever the Company or the
Employee shall give advance written notice of termination 60
days prior to the end of the Initial Employment Period and
every Renewal Period thereafter, in which event the Agreement
shall be terminated on the day before the anniversary of this
Agreement; (iii) upon the death of the Employee; or (iv) upon
the Permanent Disability (as such term is defined in Section
3(f) hereof) of the Employee.
(b)
In
the event that the Employee’s employment with the
Company is terminated by the Company without Cause (as defined
in Section 3(e) hereof) or is terminated by the Employee for
Good Reason (as defined in Section 3(g) hereof), then during
the period from the effective date of termination through the
date which is six months from the date of such effective date
of termination, the Employee shall continue to receive the
full amount of his then current base salary plus all other
benefits to which the Employee is entitled pursuant to Section
2(e) hereof and otherwise (including, without limitation, the
continued vesting and exercisability during such period of all
stock options held by the Employee); provided, however, that
if such termination follows a Change of Control (as defined in
Section 3(h) hereof), then (i) all unvested options shall vest
immediately and become exercisable upon the date the
Employee’s employment is terminated and (ii) the
Employee shall be entitled to receive the unpaid portion of
his base salary through the 365th day following the end of the
then-current term of this Agreement.
(c)
In
the event the Employee’s employment with the Company is
terminated upon the Employee’s death or Permanent
Disability (as such term is defined in Section 3(f) hereof),
the Employee or his legal representative shall continue to
receive his then current base salary for a 6-month period and
all stock options held by Employee shall, to the extent
vested, continue to be exercisable during such
period.
(d)
In
the event of a termination of Employee by the Company for
Cause (as defined in Section 3(e)), the Company shall not be
obligated to pay Employee any compensation or benefits after
the date of termination and Employee must exercise any vested
stock options held by Employee within 30 days of such
date.
(e)
For
purposes hereof, “
Cause ”
shall mean any of the following: (i) dishonesty of the Employee
detrimental to the best interests of either the Company or its
affiliates; (ii) a breach of any fiduciary duty or other act of
dishonesty by the Employee with respect to the Company or any
affiliate thereof; (iii) the conviction of the Employee of a crime
which constitutes a felony or any other crime involving moral
turpitude, fraud or misrepresentation; (iv) breach by the Employee
of his obligations under this Agreement which breach, if
susceptible to cure, has continued for a period of thirty (30) days
following written notice to the Employee specifying the nature of
such breach; or (v) failure, neglect or refusal of the Employee to
follow the reasonable instructions of the Board or its designee,
the President of the Company or the Executive Vice President of the
Company, which are consistent with his position.
(f)
For
purposes hereof, “
Permanent Disability ”
shall mean the total incapacitation of the Employee so as to
preclude performance of the duties of his employment hereunder for
an aggregate period of three months in any twelve-month
period.
(g)
For
purposes hereof, “
Good Reason ”
shall exist if the Company shall: (i) be in breach of or default
under any material provision of this Agreement and not cure such
breach within 30 days of receiving notice of such breach from the
Employee or (ii) undergo a Change of Control (as defined in Section
3(f) hereof).
(h)
For
purposes hereof, a “
Change of Control ”
of the Company shall have occurred if (a) any “person”
(as such term is used in Sections 13(d) and 14(d)(2) of the U.S.
Securities Exchange Act of 1934), other than the Company or any
subsidiary of the Company or any employee benefit plan sponsored by
the Company or any subsidiary of the Company, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the U.S.
Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing in excess of 50% of the
combined voting power of the Company’s then outstanding
securities, or if (b) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board cease for any reason to constitute a majority of the
directors thereof, unless each new director was elected by, or on
the recommendation of, a majority of the directors then still in
office who were directors at the beginning of such
period).
4.
Noncompetition; Nonintervention .
(a)
While
in the employ of the Company, the Employee agrees to devote
substantially all of his time, attention and energies to the
performance of the business of the Company and the Employee
shall not, directly or indirectly, alo
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