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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This agreement ("Agreement") is made effective the date set
forth at the end of this Agreement by and
between THE A CONSULTING TEAM, INC., a
New York corporation (the "Corporation")
and Shmuel BenTov, an individual
residing at 130 Carthage Road, Scarsdale,
NY 10583 (the "Executive").
WHEREAS, the Executive currently serves as the Chief Executive
Officer and President of the Corporation;
and
WHEREAS, the Corporation believes that the services performed
to date by Executive have been of
substantial value to the Corporation and that
Executive's continued service would be of
great value to the Corporation.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and of the mutual benefits
herein provided, the Corporation and
Executive hereby agree as follows:
1.
Position and Responsibilities.
1.1 The Executive agrees to serve as Chief Executive Officer
and
President of the Corporation on the terms
and conditions hereinafter set forth.
1.2 The Executive shall devote his entire time, energy and skill
during
regular business hours (other than during
periods of illness, vacation and other
approved absences) to the affairs of the
Corporation and to the promotion of its
interests.
1.3 The Executive shall be accountable to the Board of Directors,
or
any of its committees, whichever is
appropriate.
1.4 The Executive shall abide by the policies, standards and
rules
established from time to time by the Board
of Directors for the conduct of the
business of the Corporation. The Executive
will not intentionally or negligently
act in any manner to cause financial or
other damage to the Corporation or the
Corporation's reputation in the community
in which its business is located. The
Board of Directors reserves the right to
change, interpret, withdraw or add to
any of the policies, standards and rules of
the Corporation at any time as it
deems appropriate.
1.5 In the operations of the Corporation, the Executive will
continue
to cooperate in allowing information from
key employees of the Corporation to be
communicated to the Board of Directors. The
Executive will not interfere with
members of the Board of Directors making
reasonable inquiry into the affairs of
the Corporation and will not stifle free
flow of information to them.
2.
Employment Term.
2.1 The initial term of employment shall be for a period of two
years
and one month, commencing with the
effective date of this Agreement and ending
on December 31, 2007, unless earlier
terminated as provided in this Agreement.
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2.2 Notwithstanding the provisions of Section 2.1 above, the
Corporation shall have the right to
terminate the Executive's employment for
Cause. For purposes of this Agreement, the
term "Cause" shall mean: (a) a
finding by the Board of Directors of the
Corporation that the Executive has
willfully and materially failed, refused or
neglected to perform and discharge
his duties and responsibilities hereunder
for at least 15 business days after
written notice from the Corporation setting
forth the actions or omissions, as
the case may be, which constitute such
failure, refusal or neglect, (b) the
Executive's violation of any of the
covenants set forth in Sections 6 and 7
hereof, (c) a material breach of the
Executive's fiduciary duties to the
Corporation which results in a material
detriment to the Corporation, (d) the
Executive's engagement in gross misconduct
materially injurious to the
Corporation, (e) the Executive's
intentional misappropriation of property or
corporate opportunity of the Corporation
for use by the Executive or third
parties, (f) the Executive's commission of
an act of fraud or embezzlement, or
(g) the Executive's conviction for a crime
(excluding minor traffic offenses).
2.3 Any purported termination of the Executive's employment by
the
Corporation hereunder shall be communicated
by a Notice of Termination to the
Executive in accordance with Section 13
hereof. For purposes of this Agreement,
a "Notice of Termination" shall mean a
written notice which shall indicate those
specific termination provisions in this
Agreement relied upon and which sets
forth in reasonable detail the facts and
circumstances claimed to provide a
basis for termination of the Executive's
employment under the provisions so
indicated.
2.4 For purposes of this Agreement the "Termination Date" shall be:
(a)
if this Agreement is terminated by the
Corporation for any reason (other than
death), the date of the Notice of
Termination, (b) if the Executive's employment
is terminated by reason of the Executive's
death, then the date on death, or (c)
if the Executive terminates his employment
for any reason, the date on which the
Executive delivers to the Corporation a
Notice of Termination.
3.
Compensation.
3.1 For all services rendered by the Executive for each contract
year,
the Executive shall receive a salary of
Three Hundred Sixty Thousand Dollars
($360,000) per year. Subject to the
approval of the non-employee members of the
Corporation's Executive Compensation
Committee and further subject to the
Corporation meeting certain financial
performance criteria to be determined by
such members of the committee, the
Executive shall also be entitled to receive a
cash bonus with respect to each whole
fiscal year of the Corporation during
which he is employed hereunder, commencing
with the year ending December 31,
2005, in an amount to be determined by the
non-employee members of the
Committee.
3.2 The Executive shall be entitled to participate in the
employee
benefit and insurance plans, policies and
programs that are available generally
to the Corporation's employees.
3.3 The Executive shall be entitled to paid time off ("PTO") days
for
vacation, illness, or personal affairs in
accordance with the Company's
policies. PTO may be used as long as such
paid time does not interfere with
normal business operations and the
Executive's duties as Chief Executive Officer
and President.
3.4 During the term of this Agreement, the Executive will
participate
in the Corporation's annual and long term
incentive compensation programs at a
level commensurate with his position at the
Corporation and consistent with then
current policies and practices.
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4.
Incapacity; Death
4.1 If, during the Employment Term hereunder, because of illness
or
other incapacity (other than death), the
Executive shall fail for a period of
three (3) consecutive months
("Incapacity"), to render the services contemplated
hereunder, then the Corporation, at its
option, may terminate the Employment
Term hereunder by notice to the Executive,
effective on the giving of such
notice; provided, however, that the
Executive shall be entitled to continue to
receive 100% of his then annual salary
hereunder for a period of one year from
the Termination Date and payable in equal
monthly installments commencing on the
30th day of the month following the
Termination Date.
4.2 In the event of the death of the Executive during the
Employment
Term, the Employment Term hereunder shall
terminate on the date of death of the
Executive; provided, however, that the
Executive's estate shall be entitled to
any benefits accrued under the
Corporation's death, disability or other benefit
plan and shall be entitled to receive a
lump sum payment equal to his ann
