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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 Companys 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 Executives 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 Executives 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 Executives 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 Companys 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 Executives 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 Executives 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 Companys 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 Companys 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 Companys initial public offering of its common stock (the IPO), to the Executive a stock option (the Option) under the Companys 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 Companys 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 Executives commission of dishonesty, gross negligence or misconduct, in connection with the Executives responsibilities in his position with the Company; (iii) the Executives 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 Executives 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, without cause, immediately upon written notice by the Company to the Executive.
6. Effect of Termination. Upon termination of the Agreement, the only remuneration to which the Executive will be entitled shall be as follows:
(a) For Cause or at Election of the Executive without Good Reason. In the event the Executives employment is terminated for Cause pursuant to Section 5(b), or at the election of t






