EMPLOYMENT-AT-WILL
AGREEMENT
Effective as of May 28,
2009
1.
Employment By The
Company.
1.1
Subject to terms set forth herein, the Company agrees to employ you
as an employee-at-will in the capacity of Executive Vice President
and Chief Financial Officer commencing on a date to be agreed
between you and the Company, but not later than June 15, 2009.
In this position, you will report to the Company’s Chief
Executive Officer, and be charged with supervising the general
financial operations of the Company.
2.
Compensation &
Benefits.
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2.1
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Salary. You will receive an initial gross
base annual salary of $265,000, which will be paid and reviewed in
accordance with standard Company policy (current payment policy is
bi-weekly; current review cycles are annual).
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2.2
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Company Benefits.
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2.2.1
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You
will be entitled to all rights and benefits for which you are
eligible under the terms and conditions of the standard Company
benefits and compensation practices which may be in effect from
time to time and provided by the Company to its employees in senior
executive positions (the “ Company Benefits ”).
Currently, the Company provides each employee with 4 weeks of
composite leave per year.
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2.2.2
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The
Company will pay up to $1,500 in premiums annually toward your
company provided life insurance coverage. Such coverage will be in
the amount of $900,000, subject to the continuing approval of the
Company’s life insurance carrier.
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2.2.3
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To
the extent allowed by the Company’s 401(k) plan, your
commencement of employment for purposes of vesting will date from
your first day of employment which will be not later than
June 15, 2009.
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2.3
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Severance. You will be entitled to the
severance benefits (“ Severance Benefits ”)
described in Section 6 below, subject to the other terms and
conditions of this Agreement.
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2.4
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Bonuses. You will be eligible to receive an
annual bonus of 50% of your base salary at target, subject to
adjustment based upon the Company’s performance as shown on
Appendix A hereto. Payment of bonuses will be made in
accordance with the Company’s standard policy for payment of
executive bonuses. Any bonus payable pursuant to this
Section 2.4 shall be paid no later than March 15 of the
year following the year in which such bonus was earned.
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2.5
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Stock Grants
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2.5.1
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Restricted Stock.
On the date that you
commence your employment, the Company will issue 6,000 shares of
restricted common stock of the Company to you pursuant to the
Company’s 2006 Stock Incentive Plan. Such shares (subject to
changes set forth in a separate Restricted Stock Agreement to be
entered into between you and the Company) will vest 1/3 on each of
the first three anniversaries of the grant date.
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2.5.2
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Stock Options.
On the date that you
commence you employment, you will be granted options to purchase
25,000 shares under the Company’s 2006 Stock Incentive Plan
(the “ Plan ”), with a strike price of the
“Fair Market Value” (as defined in the Plan) on the
date of such grant. Of such options (subject to changes set forth
in a separate Option Agreement to be entered into between you and
the Company), 25% will vest on each of the first four anniversaries
of the grant date.
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2.5.3
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Additional Awards.
You will be eligible for
additional grants of options and restricted stock under the
Company’s 2006 Stock Incentive Plan and future plans as
determined by the Compensation Committee of the Company’s
Board of Directors in its sole discretion. On the date you commence
your employment, as long term incentive compensation you will
receive options and restricted stock units on the same basis as the
other executive who have received long term incentive awards in
2009 with a total fair market value on the date of grant of
$178,875 (45% of annual target cash compensation, not
prorated).
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3.
Proprietary Information
Obligations.
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3.1
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Confidentiality.
You agree that all
Confidential Information will be held in complete confidence and
that you will not, during your employment with the Company, except
in the performance of your duties to the Company, or at any time
after the termination of your employment with the Company, disclose
to any person (other than the Company or its affiliates), or use
for your own account, without the prior written consent of the
Company, any Confidential Information. For purposes of this
Agreement, the term “ Confidential Information ”
shall mean information relating to the business and affairs of the
Company or any of its affiliates that is of a confidential
nature.
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3.2
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Ownership of Trade Secrets,
etc.
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(a) All
non-public written materials, records and documents made by you or
coming into your possession during your employment with the Company
concerning the business or affairs of the Company or any of its
affiliates, except for personal, financial, or legal records, shall
be the sole property of the Company and its affiliates. Upon the
termination of your employment with the Company or upon the earlier
request of the Company during your employment with the Company, you
shall promptly deliver the same to the Company (or its
designee).
(b) You
agree that any trade secret, invention, improvement, patent, patent
application or writing, and any program, system or novel technique
(whether or not capable of being trademarked, copyrighted or
patented) conceived, developed or otherwise obtained by you during
your employment with the Company relating to the business,
property, methods, suppliers or customers of the Company or any of
its affiliates shall be the property of the Company and its
affiliates; and you agree to give the Company prompt written notice
of your conception, invention, authorship, development or
acquisition of any such trade secret, invention, improvement,
patent, patent application or writing, and any program, system or
novel technique and to execute such instruments of transfer,
assignment, conveyance or confirmation and such other documents and
to do all appropriate lawful acts as may be required by the Company
to transfer, assign, confirm and perfect in the Company all legally
protectible rights in any such trade secret, invention,
improvement, patent, patent application, writing, program, system
or novel technique.
(c) You
represent and warrant that the execution and delivery by you of
this Agreement and the performance by you of your obligations
hereunder will not, with or without the giving of notice or the
passage of time, (i) to the best of your knowledge, violate
any judgment, writ, injunction or order of any court, arbitrator or
governmental agency applicable to you or (ii) conflict with,
result in the breach of any provisions of or the termination of, or
constitute default under, any agreement to which you are a party or
by which you are or may be bound, including, but not limited to,
any employment, confidentiality, non-competition or
non-solicitation agreement entered into between you and any
previous employer. You agree to indemnify and hold the Company
harmless from and against any and all claims for losses,
liabilities, damages, costs and expenses which may arise or result
from the violation of any such judgment, writ, injunction or order
or the breach of any such agreement referred to in the immediately
preceding sentence. You have heretofore provided the Company with
copies of any relevant, non- confidential agreement referred to in
(ii) above to which you are bound.
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3.3
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Remedies. Your duties under this
Section 3 shall survive termination of your employment with
the Company. You acknowledge that a remedy at law for any breach or
threatened breach by you of the provisions of this Section would be
inadequate, and you agree that the Company shal
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