Exhibit 10.6
AGREEMENT
THIS
AGREEMENT made and entered into as of the
1 st
day of
January, 2007 by and among Intervest Mortgage Corporation,
(hereinafter “Intervest”) and Stephen A. Helman,
(hereinafter “Executive”);
WITNESSETH
:
WHEREAS , the Board of Directors of Intervest
recognizing value of the experience and knowledge of Executive to
business of Intervest, desires to retain the valuable services and
business counsel of Executive, it being in the best interest of
Intervest to arrange terms of employment for Executive so as to
reasonably induce Executive to remain in his capacities with
Intervest for Executive’s term hereof; and
WHEREAS , Executive is willing to provide services to
Intervest in accordance with the terms and conditions hereinafter
set forth;
NOW, THEREFORE
, for and in consideration of the
mutual promises and covenants herein contained, the parties hereto
agree as follows:
1. EMPLOYMENT .
During Executive’s Employment,
Intervest agrees to employ Executive and Executive agrees to accept
such employment and to perform such duties and functions as the
Board of Directors of Intervest, and/or Intervest’s officers
as designated by the Board of Directors, may assign to Executive
from time to time, but only administrative and managerial functions
commensurate with Executive’s past experience and performance
level. As directed by the Board of Directors, he shall perform such
duties at the offices of Intervest in New York City
.
Responsibility for the supervision
of Executive shall rest with the Board of Directors of Intervest
and its Executive Committee, which shall review Executive’s
performance regularly. The Board of Directors of Intervest shall
have the authority to terminate Executive, subject to the
provisions outlined in Section 6 of this Agreement.
2. TITLE .
Executive shall serve as Vice
President and Secretary of Intervest.
3. TERM OF EMPLOYMENT
. Executive’s
Employment referred to in Section 1 hereof shall commence on
January 1, 2007, and, subject to the termination provisions
set forth below, shall end December 31, 2007, provided,
however, that if (a) Executive advises Intervest in writing on
or before September 1, 2007, of his desire to extend the term
of the Agreement and (b) Intervest communicates its consent to
such extension in writing to Executive on or before
September 30, 2007, then the Agreement shall continue upon the
same terms and conditions for a further one-year period until
December 31, 2008, renewable by the parties from year to year
thereafter pursuant to the same procedure described herein. If
Intervest shall decide not to extend this Agreement, the denial
shall not be construed as a termination pursuant to Paragraph 6
below.
4. ANNUAL COMPENSATION
.
4.1 Base Salary . During
Executive’s Employment, Executive shall be paid an annual
base salary (hereinafter “Base Salary”) which shall be
paid in equal installments in accordance with
Intervest’s
1
normal pay practices, but not less frequently
than monthly. Executive’s annual Base Salary shall be
$230,000. Any increases to the Base Salary during Executive’s
Employment are at the discretion of the Board of Directors of
Intervest.
4.2 Bonus . During
Executive’s Employment and in addition to Executive’s
Base Salary, Executive may receive a bonus payment payable prior to
the end of each applicable calendar year. The granting of any such
bonus is at the sole discretion of the Board of Directors of
Intervest.
4.3 Additional Benefits .
During Executive’s Employment, Executive shall be provided
with such employee benefits and benefit levels, including health
and life insurance, etc. as may be provided by the Board of
Directors of Intervest. The employee benefits shall be provided and
maintained at a level of not less than what is in effect at the
time this Agreement is executed. Executive shall be entitled to
participate in any qualified or unqualified pension, profit sharing
or other employee benefit plan adopted by Intervest
hereafter.
Throughout Executive’s
Employment, Executive shall also be entitled to reimbursement for
reasonable business expenses incurred by him in the performance of
his duties hereunder, as approved from time to time by the Board of
Directors of Intervest.
5. CHANGE IN CONTROL OF
INTERVEST .
(a) In the
event of a “change in control” of Intervest, as
def
