Exhibit 10.11
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT
AGREEMENT dated as of the 1st day of
July, 2004 by and
between NETWOLVES CORPORATION, a New York corporation (hereinafter the
"Company") and Peter C. Castle, an individual residing at 10006 Parley
Drive,
Tampa, Florida 33626 (hereinafter called
"Castle").
W I T N E S S E T H:
WHEREAS,
the Company
desires to enter into
an Employment
Agreement with
Castle; and
WHEREAS,
Castle desires to enter into an
Employment
Agreement with the
Company;
NOW, THEREFORE,
it is agreed as follows:
1. Prior
Agreements Superseded.
This Agreement
supersedes any employment,
consulting or other agreements, oral or
written, entered into between Castle and
the Company prior to the date of this Agreement except for equity awards
previously granted to Castle, which stock options shall continue
in full force
and effect.
2. Employment.
The Company hereby agrees to employ Castle and Castle hereby
agrees to serve as Chief Financial Officer of the Company with commensurate
responsibilities and to perform such services as directed by the Board of
Directors. Castle's employment hereunder shall be on a full-time basis and
Castle shall not engage in any other
business, except with the prior approval of
the Board of Directors of the Company.
Castle shall serve in
similar capacities
of such of the subsidiary corporations of the Company as may
be selected by the
Board of Directors without additional compensation. Notwithstanding the
foregoing, it is understood that the duties
of Castle during the performance of
employment shall not be inconsistent with his position and title as Chief
Financial Officer of the Company.
3. Term. Subject to earlier termination on the terms and conditions
hereinafter provided, the term of this Employment
Agreement shall end on
June
30, 2009, provided that this agreement shall extend for additional one-year
periods unless Castle receives written notice from the Company
each year on or
before April 1 of said year that the
Company will be terminating the agreement.
In no event, however, shall this agreement
extend beyond June 30, 2011.
4. Compensation.
For all services
rendered by Castle under this Agreement,
compensation shall be paid to Castle as
follows:
(a) Castle
shall be paid at the
annual rate of One
Hundred Seventy-Five
Thousand ($175,000) Dollars. (b) During the
period of employment Castle shall be
eligible to participate in the Company's stock option and stock purchase
plans
to the extent determined in the discretion of the Board of Directors of the
Company or committee thereof.
(c) Castle shall
be entitled to
participate in any short-term or long-term
incentive plan which the Company has in
existence or which may be adopted.
(d) During the
period of employment,
Castle shall be furnished with office
space and secretarial service and
facilities
commensurate with his position and
adequate for the performance of his
duties.
<PAGE>
(e) Castle shall
be entitled to fully
participate in all benefit programs
available to executive employees of the Company throughout the term of this
Agreement.
(f) Castle
shall be entitled to
four (4) weeks of vacation and sick leaves
consistent with current practice of the
Company.
5. Expenses. Castle shall be reimbursed for all
out-of-pocket
expenses,
including medical expenses, reasonably
incurred by him in the performance of his
duties hereunder. Expense reports, with receipts and justifications, must be
submitted to the Chairman of the Board for
approval.
6. Severance
Benefits. Castle shall be entitled to the
severance benefits
provided for in subsection (c) hereof in the event of the
termination
of his
employment by the Company without cause or in the event of a voluntary
termination of employment by Castle for
good reason. In such event, Castle shall
have no duty to mitigate damages hereunder.
Castle and the Company
acknowledge
that the foregoing provisions of this paragraph 6 are reasonable and are
based
upon the facts and circumstances of the parties at the time of
entering into
this Agreement, and with this Agreement, and with due regard to future
expectations.
(a) The term
"cause" shall mean:
(i) Castle's
willful and continued
failure to
substantially
perform his
duties under this Agreement (other than any such failure
resulting from his
incapacity due to physical or mental illness) after demand for substantial
performance is delivered to Castle by the
Chairman of the Board of the Company
which specifically identifies the manner in which the
Board believes Castle has
not substantially performed his duties.
(ii)
Castle's failure to refuse to follow
directions
from the Company's
Board of Directors provided that (a) Castle is
provided written
notice of such
directions and a reasonable period in which to comply and (b) Castle's
compliance with any such direction would
not be illegal or unlawful.
(iii) Any act or
fraud, embezzlement
or theft committed by
Castle whether
or not in connection with his duties or in the course
of his employment
which
substantially impairs his ability to
perform his duties hereunder.
(iv) Any willful
disclosure by Castle of confidential information or trade
secrets of the Company or its
affiliates.
For purposes of
this paragraph,
no act or failure to
act on Castle's part
shall be considered "willful" unless done, or omitted
to be done, by Castle not
in good faith and without reasonable belief that his action or omission
was in
the best interest of the Company.
Notwithstanding
the foregoing,
Castle shall
not be deemed to have been terminated for cause unless and until there shall
have been delivered to him a copy of a
notice of termination
from the Chairman
of the Board of the Company after
reasonable notice to Castle and an opportunity
for Castle with his counsel to be heard before the Board of Directors of the
Company finding that in the good faith
opinion of such Board of Directors Castle
was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this
paragraph and specifying the particulars
thereof in detail.
<PAGE>
(b) For these
purposes, Castle shall have "good reason" to
terminate this
Agreement if:
(i) the Company
removes Castle from the position of Chief Financial Officer
at any time during the term of this
Agreement;
(ii) Castle's
place of employment is moved beyond a fifty-mile radius from
the Company's current facility in Tampa,
Flo
