Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT is made and entered into as of this 10th day
of November, 2005, by and between HEALTH BENEFITS DIRECT
CORPORATION, a Delaware
corporation
with offices at 2900 Gateway Drive,
Pompano
Beach,
Florida 33069
(the
"CORPORATION"),
and Anthony
Verdi,
an individual
residing at 345 Beech
Lane,
West
Chester,
PA
19382
(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 the 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 Two Hundred and Twenty Five Thousand
Dollars
($225,000)
per
annum (the "BASE
SALARY"),
less such
deductions
as shall be
required
to be
withheld by applicable law and
regulations.
The
Corporation
shall review the
Base
Salary on an annual
basis
and has the
right but not the
obligation
to
increase it, but has no right to decrease the Base Salary.
(b)
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.
(c)
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.
(d)
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.
2
(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) thirty-six
(36) 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 thirty-six (36) 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-existing
bonus
plan in place at the time of
termination.
The
Corporation
may credit against
such amounts any
proceeds
paid to
Executive
with
respect to any
disability
policy maintained for his benefit.
(c) Upon
termination
of
the
Executive's
employment
pursuant
to
Section
5(a)(iii),
where the
Corporation has offered to renew the term of the
Executive's
employment
for an additional one (1) year period and the Executive
chooses not to continue in the employ of the Corporation, the
Exec
