Exhibit 10.2
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT is made
and entered into as of this 23 rd day of July, 2008, by and between Money4Gold
Holdings, Inc., a Delaware corporation with offices at 595 S
Federal Hwy., STE 600, Boca Raton, FL 33432 (the “
Corporation ”), and Daniel Brauser, an individual
residing at 2361 N.E. 48 th Court, Lighthouse Point, FL 33064
(the “ Executive ”), under the following
circumstances:
RECITALS:
A. The
Corporation desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and
B. The
Executive desires to render services to the Corporation upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties mutually
agree as follows:
1.
Employment. The Corporation hereby employs the Executive and
the Executive hereby accepts employment as an executive of the
Corporation, subject to the terms and conditions set forth in this
Agreement.
2. Duties.
The Executive shall serve as President, Chief Operating Officer and
Chief Financial Officer of the Corporation with such duties,
responsibilities and authority as are commensurate and consistent
with his position, as may be, from time to time, assigned to him by
the Board of Directors of the Corporation. The Executive shall
report directly to the Board of Directors of the Corporation.
During the term of this Agreement, the Executive shall devote his
full business time and efforts to the performance of his duties
hereunder unless otherwise authorized by the Board of Directors.
Notwithstanding the foregoing, the expenditure of reasonable
amounts of time by the Executive for the making of passive personal
investments, the conduct of private business affairs and charitable
and professional activities shall be allowed, provided such
activities do not materially interfere with the services required
to be rendered to the Corporation hereunder and do not violate the
restrictive covenants set forth in Section 9
below.
3. Term of
Employment. The term of the Executive’s employment
hereunder, unless sooner terminated as provided herein (the “
Initial Term ”), shall be for a period of two (2)
years commencing on the date hereof (the “ Commencement
Date ”). The term of this Agreement shall automatically
be extended for additional terms of one year each (each a “
Renewal Term ”) unless either party gives prior
written notice of non-renewal to the other party no later than
sixty (60) days prior to the expiration of the Initial Term
(“ Non-Renewal Notice ”), or the then current
Renewal Term, as the case may be. For purposes of this Agreement,
the Initial Term and any Renewal Term are hereinafter collectively
referred to as the “ Term .”
4. Compensation
of Executive .
(a) The Corporation
shall pay the Executive as compensation for his services hereunder,
in equal semi-monthly or bi-weekly installments during the Term,
the sum of One Hundred Seventy Five Thousand Dollars ($175,000) per
annum, for the first 6 months following the date of this agreement,
the sum of Two Hundred Thousand Dollars ($200,000) per annum, for
the next 6 months, the sum of Two Hundred and Twenty Five Thousand
($225,000) for the remainder of the Term (the “ Base
Salary ”). In addition to the Base Salary set forth in
Section 4(a) above, the Executive shall be entitled to such bonus
compensation (in cash, capital stock or other property) as a
majority of the members of the Board of Directors of the
Corporation may determine from time to time in their sole
discretion.
(b) The Corporation
shall pay or reimburse the Executive for all reasonable
out-of-pocket expenses actually incurred or paid by the Executive
in the course of his employment, consistent with the
Corporation’s policy for reimbursement of expenses from time
to time.
(c) The Executive
shall be entitled to participate in such pension, profit sharing,
group insurance, hospitalization, and group health and benefit
plans and all other benefits and plans as the Corporation provides
to its senior executives (the “ Benefit Plans
”).
5.
Termination.
(a) This Agreement
and the Executive’s employment hereunder shall terminate upon
the happening of any of the following events:
(i) upon the
Executive’s death;
(ii) upon the
Executive’s “Total Disability” (as herein
defined);
(iii) upon the
expiration of the Initial Term of this Agreement or any Renewal
Term thereof, if either party has provided a timely notice of
non-renewal in accordance with Section 3, above;
(iv) at the
Corporation’s option, upon sixty (60) days prior written
notice to the Executive if without cause;
(v) at the
Executive’s option, upon thirty (30) days prior written
notice to the Corporation;
(vi) at the
Executive’s option, in the event of an act by the
Corporation, defined in Section 5(c), below, as constituting
“Good Reason” for termination by the Executive;
and
(vii) at the
Corporation’s option, in the event of an act by the
Executive, defined in Section 5(d), below, as constituting
“Cause” for termination by the Corporation.
(b) For purposes of
this Agreement, the Executive shall be deemed to be suffering from
a “ Total Disability ” if the Executive has
failed to perform his regular and customary duties to the
Corporation for a period of 180 days out of any 360-day period and
if before the Executive has become “Rehabilitated” (as
herein defined) a majority of the members of the Board of Directors
of the Corporation, exclusive of the Executive, vote to determine
that the Executive is mentally or physically incapable or unable to
continue to perform such regular and customary duties of
employment. As used herein, the term “ Rehabilitated
” shall mean such time as the Executive is willing, able and
commences to devote his time and energies to the affairs of the
Corporation to the extent and in the manner that he did so prior to
his Disability.
(c) For purposes of
this Agreement, the term “ Good Reason ” shall
mean that the Executive has resigned due to the failure of the
Corporation to meet any of its obligations to the Executive under
this or any other agreement between the Corporation and the
Executive, and failure to cure the same within thirty (30) days
following Executive’s delivery of notice specifying the
breach(es) by the Corporation.
(d) For purposes of
this Agreement, the term “ Cause ” shall mean
material, gross and willful misconduct on the part of the Executive
in connection with his employment duties hereunder or commission of
a felony or act of dishonesty resulting in material harm to the
Corporation by the Executive.
6. Effects of
Termination .
(a) Upon termination
of the Executive’s employment pursuant to Section 5(a)(i),
the Executive’s estate or beneficiaries shall be entitled to
the following severance benefits: (i) three (3) months’ Base
Salary at the then current rate, payable in a lump sum, less
withholding of applicable taxes; and (ii) continued provision for a
period of one (1) year following the Executive’s death of
benefits under Benefit Plans extended from time to time by the
Corporation to its senior executives.
(b) Upon termination
of the Executive’s employment pursuant to Section 5(a)(ii),
the Executive shall be entitled to the following severance
benefits: (i) eighteen (18) months’ Base Salary at the then
current rate, to be paid from the date of termination until paid in
full in accordance with the Corporation’s usual practices,
including the withholding of all applicable taxes; (ii) continued
provision during said eighteen (18) month period of the benefits
under Benefit Plans extended from time to time by the Corporation
to its senior executives; and (iii) payment on a prorated basis of
any bonus or other payments earned in connection with the
Corporation’s then-existin