Exhibit 10.12
EMPLOYMENT
AGREEMENT (the "Agreement"), dated as of July 11, 2005, by
and
between MEDIALINK WORLDWIDE INCORPORATED, a
Delaware corporation with offices at
708 Third Avenue, New York, New York 10017
(the "Corporation"),
and Kenneth G.
Torosian, an individual residing at 420 Bellwood
Avenue, Sleepy Hollow, NY
10591, (the "Employee").
W I T N E S S E T H:
WHEREAS,
the Corporation desires to retain the services of
the Employee
upon the terms and conditions hereinafter
set forth; and
WHEREAS,
the Employee
desires to render
services to the Corporation upon
the terms and conditions hereinafter set
forth.
NOW,
WHEREFORE, the parties mutually agree as follows:
Section 1.
Employment.
The Corporation employs the Employee and the
Employee on the Effective Date accepts such employment, as Treasurer until
August 21st, 2005 and thereafter as Chief
Financial Officer of
the Corporation,
subject to the terms and conditions set
forth in this Agreement.
Section 2.
Duties. The Employee shall be employed as Treasurer until
August 21st, 2005 and thereafter as Chief
Financial Officer. The
Employee shall
properly perform such duties as may be
assigned to him from time to time by the
Corporation's Chief Executive Officer or the Board of Directors of the
Corporation as the case may be. During the
term of this Agreement, the Employee
shall devote all of his available business
time to the performance of his duties
hereunder.
Section 3.
Term of Employment. The term of the Employee's employment shall
commence on the date hereof (the "Effective Date") and shall continue until
terminated pursuant to Section 5.
Section 4.
Compensation of Employee.
4.1. Compensation.
The Corporation shall pay to the Employee as
annual compensation for his services
hereunder a salary ("Salary") in an amount
equal to Two Hundred and Twenty Thousand
($220,000) Dollars. The Salary shall be
reviewed every January 1st for merit increases and shall in all events be
increased on the anniversary date of this
Agreement by the percentage increase,
if any, in the Consumer Price Index, as defined herein, for the most recent
calendar month for which the Consumer
Price Index has been
published over the
Consumer Price Index for the same calendar
month in the
immediately
preceding
year. As used herein, the "Consumer Price Index" shall mean the
Consumer Price
Index for All Urban Consumers, New York - Northeastern New Jersey area
(1982-84=100) issued by the Bureau of Labor
Statistics
of the United States
Department of Labor; provided that in the event the
Consumer Price Index
shall
hereafter be converted to a different standard reference base or otherwise
revised, the determination of the salary
increase shall be made with the use of
such conversion factor, formula or table
for converting the Consumer Price Index
as may be published by the Bureau of Labor
Statistics.
The Salary shall be
payable semi-monthly less such deductions
as shall be required to be withheld by
applicable law and regulations.
<PAGE>
4.2. Expenses.
The Corporation shall
pay or reimburse the Employee
for all reasonable and necessary business,
travel or other
expenses incurred by
him with the prior consent of the Corporation, upon proper documentation
thereof, which may be incurred by him in
connection
with the rendition of
the
services contemplated hereunder.
4.3. Benefits. During the term of this Agreement, the Employee
shall
be entitled to participate in such pension,
profit sharing, group insurance,
option plans, hospitalization, group health
benefit plans and all other benefits
and plans as the Corporation provides to
its employees.
4.4. Discretionary
Payments. Nothing herein shall preclude the
Corporation from paying the Employee such additional bonuses or other
compensation, as the Board of Directors, in its
discretion, may
authorize from
time to time.
4.5. Stock Options.
Upon the death or
Disability,
as hereinafter
defined, of the Employee or in the event the
Employee is
terminated
without
cause, as hereinafter defined, or as a result of a Change in Control, as
hereinafter defined, all stock options granted to the Employee, under the
Corporation's Amended and Restated Stock Option Plan, including non-vested
options, shall automatically become vested
and immediately exercisable.
4.6 Bonus. The
Employee shall be eligible for a bonus at the end of
each fiscal year during the Term hereof
based on two
separate standards. The
first standard, representing one-half of the bonus, shall be based on the
Corporation achieving certain financial criteria as set forth in Exhibit A
attached hereto, which Exhibit A shall be amended,
in April of each year during
the Term, by the Chief Executive
Officer of the
Corporation,
to prescribe the
financial criteria to be achieved for the
following fiscal year. The second
standard, representing one-half of the bonus, shall be based on certain
subjective criteria, as set forth on Exhibit B attached
hereto, which Exhibit B
shall be amended, in April of each year during the
Term, by the Chief Executive
Officer of the Corporation, to prescribe the subjective
criteria to be achieved
for the following fiscal year. The Chief
Executive Officer and
the Compensation
Committee shall determine, in their sole and absolute
discretion,
whether the
Employee has achieved the subjective
criteria. The bonus,
to the extent earned,
shall be payable within 120 days of the end of each
fiscal year to which such
bonus relates. For the period from the Effective
Date to December 31, 2005, the
Employee shall be eligible for the bonus
outlined in Exhibits A and B.
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<PAGE>
Section 5.
Termination.
5.1. Termination of Employment. This Agreement shall terminate
upon
the death, Disability, as hereinafter
defined, termination
of employment of the
Employee For Cause, as hereinafter defined, termination of the employment
of
Employee without cause or because
Employee voluntarily leaves his employment
hereunder.
5.2. Termination For
Cause/Voluntary
Departure. In the
event of a
termination For Cause or because Employee voluntarily leaves his employment
hereunder, the Corporation shall pay Employee
all accrued and unpaid Salary and
vacation through the date of termination.
The Corporation shall
have no further
obligation to the Employee hereunder.
5.3. Termination
Without Cause. In the event of a termination
without cause, the Employee shall be entitled to
continue to participate in the
hospitalization, group health benefit and
disability plans of the Corporation on
the same terms and conditions as
immediately prior to
his termination and shall
receive his Salary, for a period equal to six (6)
months, if such
termination
occurs within six (6) months of the
Effective Date and
thereafter for a
period
equal to twelve (12) months.
5.4. Termination Upon
Death. In the event of a termination upon the
death of Employee, the Corporation shall pay to any person
designated by the
Employee, in writing or, if no such person
is designated,
to his estate,
the
Salary which would otherwise be payable to the
Employee for a period of six (6)
months from the date of such death. In the
event of a termination upon the death
of Employee, the Corporation shall pay for
a period of six (6) months after such
death, on behalf of the Employee's
surviving dependents, the COBRA insurance
premiums of such dependents.
5.5. Termination Upon Disability. In the event of a termination
upon
the Disability of Employee,
the Corporation shall pay to the Employee or
any
person designated by the Employee during the first three
months immediately
after the termination of employment due to such
Disability,
the Salary which
would otherwise be payable to the Employee.
In addition,
the Corporation
shall
pay the COBRA insurance premiums of the Employee and his
dependents for six (6)
months from the date of Disability. The Employee hereby acknowledges that
payments pursuant to this Section 5.5 are
in lieu of the Employee's receipt of
funds under the Corporation's Salary Continuation Plan and that
Employee hereby
agrees to assign to the Corporation any benefits that
he/she may be entitled to
under any disability insurance plans of the
Corporation.
5.6. Definition of "For Cause". As used herein, the term "For
Cause"
means (i) the Employee's indictment, plea or conviction of any criminal
violation involving dishonesty, fraud, breach of trust or any other crime
involving moral turpitude which
constitutes a felony,
whether or not
involving
the Corporation; (ii) the Employee's willful engagement in gross
misconduct in
the performance of his duties that
materially injures the Corporation; (iii) the
Employee's gross neglect of his duties
under this Agreement; (iv) the Employee's
violation of Sections 9 or 10 of this Agreement; (v) Employee's habitual
drunkenness or habitual use of illegal
substances; (vi) behavior by the Employee
which is detrimental to the Corporation's reputation; (vii) the Employee's
willful and continuous failure to substantially perform his duties under this
Agreement, including but not limited to failure resulting from gross
insubordination; or (viii) the Employee's
willful actions or
willful omissions
which cause the Corporation's securities filings to be inaccurate, false or
misleading. A termination of Employee
pursuant to subparagraph (vii) shall occur
only after the Board provides written notice to the Employee of
his failure and
10 calendar days' opportunity to cure such
failure. An act of the
Employee will
not be deemed "willful" unless done or
omitted to be done by the Employee not in
good faith and without reasonable belief that the act or omission
was in the
Corporation's best interests.
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<PAGE>
Section 6.
Disability
6.1. Definition. In the event the Employee is mentally or
physically
incapable or unable to perform his regular
and customary
duties of employment
with the Corporation for a period of ninety
(90) days in any one hundred twenty
(120) day period during the Term,
the Employee
shall be deemed to be
suffering
from a "Disability".
6.2. Payment During Disability. In the event the Employee is
unable
to perform his duties hereunder by reason
of a disability, which disability does
not constitute a Disability, the Corporation shall continue to
pay the Employee
his Salary and benefits during the
continuance of such disability. The Employee
hereby acknowledges that payments pursuant to this Section 6.2 are
in lieu of
the Employee's receipt of funds under the
Corporation's Salary Continuation Plan
and that Employee hereby agrees to assign to the
Corporation any
benefits that
he may be entitled to under any disability
insurance plans of the Corporation.
Section 7. Vacations
and Personal Days. The Employee shall be
entitled to seven (7) vacation days for the period from the
Effective Date to
December 31, 2005 and in future
years, the greater of three (3) weeks,
or the
entitlement under the Corporation's
vacation policy. In
addition, the
Employee
shall be entitled to personal days in
accordance with the Corporation's policy.
The Employee's Salary shall be paid in full during his
vacation and
personal
days. The Employee shall take his vacation
at such time or times as the Employee
and the Corporation shall determine is
mutually convenient.
Section 8.
Change in Control.
8.1. Change in
Control Defined. A "Change in Control" shall be
deemed to occur upon the earliest to occur after the date
of this Agreement
of
any of the following events;
(a) Acquisition
of Stock by Third Party. Any Person (as
hereinafter defined) is or becomes the Beneficial Owner (as hereinafter
defined), directly or indirectly, of
securities of the Corporation representing
fifty (50%) percent or more of the combined
voting power of the
Corporation's
then outstanding securities.
(b) Change in Board of
Directors.
The date when
Continuing
Directors cease to be a majority of the
Directors then in office;
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<PAGE>
(c) Corporate Transactions. The effective date of a merger
or
consolidation of the Corporation
with any other entity,
other than a merger
or
consolidation which would result in the voting
securities
of the Corporation
outstanding immediately prior to such merger or
consolidation
continuing
to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 51% of the
combined voting
power
of the voting securities of the surviving
entity outstanding
immediately after
such merger or consolidation and with the power to elect at
least a majority of
the board of directors or other governing
body of such surviving entity;
(d) Liquidation.
The approval by the shareholders of the
Corporation of a complete liquidation of
the Corporation or an agreement for the
sale or disposition by the Corporation of all or substantially all of the
Corporation's assets; and
(e) Other Events.
There occurs any other event of a nature
that would be required to be reported in response to Item
6(e) of Schedule
14A
of Regulation 14A (or a response to any
similar item on any similar schedule or
form) promulgated under the Exchange Act,
whether or not the Corporation is then
subject to such reporting requirement.
8.2.
Termination Following Change in Control.
(a) The Corporation
will provide or cause to be provided
to
Employee the rights and benefits described
in Section 8.3 if, within twelve (12)
months following a Change in Control, the
Corporation terminates
the Employee's
employment for reasons other than as a
result of Employee's death, Disability or
For Cause.
(b) The Corporation
will provide or cause to be provided
to
Employee the rights and benefits described
in Section 8.3 if, within twelve (12)
months following a Change in Control,
the Employee
terminates
the Employee's
employment following the occurrence of any of the
following events without
Employee's written consent:
(i) the assignment of Employee to any duties or
responsibilities that
are inconsistent
with his position,
duties,
responsibilities or status immediately preceding such
Change in
Control,
or a change in his reporting
responsibilities or position at the Corporation;
(ii) the reduction of Employee's Salary, or the failure
to increase
Employee's
Salary
in accordance with this
Agreement;
(iii) the failure to
continue in effect the
incentive
plans, employee
benefits
plans and other compensation
policies,
practices and
arrangement
in which Employee
participated
immediately before the Change in Control, or the
failure to continue Employee's participation on substantially
the same basis, both in terms of the amount of benefit
provided and the
level of participation relative to other
participant
