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Exhibit
10.10
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the “Agreement”), made this 10th day of
January, 2005 (the “Effective Date”) is entered into by
IBuyDigital.com, Inc., a Delaware corporation (the
“Company”), and Paul Peterik (the
“Executive”).
WHEREAS , the Company
desires to employ the Executive, and the Executive desires to be
employed by the Company.
WHEREAS , the Company
desires to provide the Executive with proper incentives for him to
perform duties as the Company’s Chief Financial
Officer.
NOW, THEREFORE , in
consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto,
the parties agree as follows:
1. Term of Agreement .
The Company hereby agrees to employ the Executive, and the
Executive hereby accepts employment with the Company, upon the
terms set forth in this Agreement, for the period commencing on the
Effective Date and ending on the third anniversary thereof (the
“Term”), unless sooner terminated in accordance with
the provisions of Sections 5 and 6.
2. Title; Capacity .
The Executive shall serve as Chief Financial Officer or in a
position at least commensurate therewith in all material respects.
The Executive’s duties hereunder shall be those which shall
be prescribed from time to time by the Board of Directors (the
“Board”) in accordance with the bylaws of the Company
and shall include such executive duties, powers and
responsibilities as customarily attend the office of Chief
Financial Officer of a company of the size, type and nature of the
Company. The Executive will hold, in addition to the office of
Chief Financial Officer of the Company, such other executive
offices in the Company and its subsidiaries to which he may be
elected, appointed or assigned by the Board from time to time and
will discharge such executive duties in connection
therewith.
3. Services and Best
Efforts . The Executive shall devote his full working time,
energy and skill (reasonable absences for vacations and illness
excepted), to the business of the Company in order to perform such
duties faithfully and diligently; provided , however
, that notwithstanding any provision in this Agreement to the
contrary, the Executive shall be permitted to serve as a member of
the boards of directors of non-profit organizations, so long as
such memberships or activities do not unreasonably interfere with
the performance of his duties hereunder. The Executive shall also
be permitted to serve as a member of the boards of directors of
other for-profit organizations, so long as such memberships or
activities do not interfere with the performance of the
Executive’s duties hereunder, and so long as the Board of
Directors approves of such memberships, such approval not to be
unreasonably withheld. Notwithstanding the above, the Company
agrees that the Executive shall have the right to provide minor
transitional tasks for and assistance to Integrated Leasing Corp.
and services for Greystone Consulting LLC, provided that such tasks
and services do not interfere with the performance of the
Executive’s duties under this Agreement.
4. Compensation and
Benefits .
(a) Salary . The
Company shall pay the Executive a minimum annual base salary at the
annualized rate of $150,000.00 (the “Base Salary”),
payable in installments in accordance with the Company’s
normal payroll schedule but no less often than monthly. Such salary
shall be reviewed annually and subject to increase as determined by
the Board or a Compensation Committee thereof its sole
discretion.
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(b) Bonus . The
Executive may be eligible for bonuses during the term of his
employment. Bonuses, if any, shall be determined by the Board in
its sole discretion. If during the term of the Executive’s
employment, the Company consummates an initial public offering of
its common stock, the Company shall pay the Executive an additional
bonus in the amount of $18,000, such bonus to be received by the
Executive no later than the fiscal year end.
(c) Fringe Benefits.
The Executive shall be entitled to participate in all benefit
programs that the Company establishes and makes available to its
employees, if any, to the extent that the Executive’s
position, tenure, salary, age, health and other qualifications make
him eligible to participate. The Company may alter, modify, add to
or delete its benefit plans at any time as the Company or its Board
may determine, in its sole judgment, to be appropriate. The
Executive shall also be entitled to an automobile allowance in the
amount of $650 per month.
(d) Paid Time Off .
The Executive shall be eligible to accrue paid time off pursuant to
the Company’s normal policies and procedures governing
vacation time or other paid time off. The Executive shall be
entitled to three weeks of vacation time per year.
(e) Reimbursement of
Expenses . The Company shall reimburse the Executive for all
necessary travel, entertainment and other business expenses
incurred or paid by the Executive in connection with, or related
to, the performance of his duties, responsibilities or services
under this Agreement, upon presentation by the Executive of
reasonable documentation, expense statements, vouchers and/or such
other supporting information as the Company may request, in
accordance with the Company’s reimbursement policies, as such
may be adopted or amended from time to time.
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(f) Deductions . The
Company shall deduct from any pay to the Executive all taxes or
other withholdings required by law or otherwise properly authorized
by the Executive.
(g) Stock Options .
Subject to approval of the Board, the Company will grant, as of the
date (the “Grant Date”) of the closing of the
Company’s initial public offering of its common stock (the
“IPO”), to the Executive a stock option (the
“Option”) under the Company’s 2004 Stock
Incentive Plan (the “2004 Plan”) for the purchase of an
aggregate of 40,000 shares of common stock of the Company. The
Option exercise price shall be the price of the Company’s
common stock at the time of the closing of its IPO. Such option
shall become immediately exercisable as to 100% of the original
number of shares underlying the option on the Grant Date. Such
Option shall be subject to all terms, limitations, restrictions and
termination provisions set forth in the 2004 Plan.
5. Termination . The
Term of this Agreement shall terminate upon the occurrence of any
of the following:
(a) Expiration of the Term in
accordance with Section 1, after a party has given notice of its
intent not to renew the Agreement;
(b) At the election of the
Company, for Cause, upon written notice by the Company to the
Executive. For the purposes of this Agreement, “Cause”
for termination shall be deemed to exist upon: (i) a finding by the
Company of failure of the Executive to perform his assigned duties
for the Company, to adhere to the terms of this Agreement, or to
follow Company policies and procedures; (ii) the Executive’s
commission of dishonesty, gross negligence or misconduct, in
connection with the Executive’s responsibilities in his
position with the Company; (iii) the Executive’s commission
of any act or conduct that subjects the Company to public
disrespect or ridicule or injures the reputation of the Company; or
(iv) the conviction of the Executive of, or the entry of a pleading
of guilty or nolo contendere by the Executive to, any crime
involving moral turpitude or any felony;
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(c) Upon the death or
disability of the Executive. As used in this Agreement, the term
“disability” shall mean the inability of the Executive
with reasonable accommodation as may be required by State or
Federal law, due to a physical or mental disability, for a period
of one hundred eighty (180) days, whether or not consecutive,
during any 360-day period to perform the services contemplated
under this Agreement. A determination of disability shall be made
by a physician satisfactory to both the Executive and the Company,
provided that if the Executive and the Company do not
agree on a physician, the Executive and the Company shall each
select a physician and these two together shall select a third
physician, whose determination as to disability shall be binding on
all parties.
(d) At the election of the
Executive, without Good Reason, upon not less than thirty (30)
days’ prior written notice of termination;
(e) At the election of the
Executive, for Good Reason, upon thirty (30) days written notice by
the Executive to the Company. For the purposes of this Agreement,
“Good Reason” shall be deemed to exist upon a
determination by the Executive, without the Executive’s
consent, the Company:
(i) fails to maintain the
Executive in a position commensurate with that referred to in
Section 2 of this Agreement;
(ii) fails to pay the salary
or provide the benefits stated in section 4 of this
Agreement;
(iii) requires the Executive
to relocate his office (reasonable travel excluded) more than
twenty-five miles from Brooklyn, New York;
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(f) At the election of the
Company,
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