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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the
“Agreement”) is dated as of October 23, 2007 (the
“Effective Date”), by and between PCMT Corporation (the
“Company”), and Asher Zwebner (the
“Executive”).
WHEREAS, the
Executive has been appointed by the Company as Chief Financial
Officer as of October 18, 2007 (the “Effective Date”);
and
WHEREAS, in
recognition of the Executive’s performance and abilities, the
Company desires to assure itself of, and to provide for the
employment of Executive on the terms and conditions set forth
herein; all effective as of the Effective Date; and
WHEREAS, the
Executive agrees to be employed by the Company and to perform
services for the Company in accordance with the terms and
conditions provided herein; all effective as of the Effective
Date.
NOW THEREFORE, in
consideration of the promises and the respective covenants and
agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as
follows:
1.
Employment. The
Company hereby employs Executive, and Executive hereby accepts such
employment, according to the terms and conditions set forth in this
Agreement.
2.
Position and Duties .
During the Term (as defined in Section 3 herein), the Executive
agrees to serve as Chief Financial Officer of the Company and to
perform operational and financial management of the Company and
such other reasonable duties, consistent with his position, as may
be assigned to him from time to time by the Board of Directors (the
“Board”) or Chief Executive Officer (the
“ CEO
” )
of the Company. The Executive shall report to the Board or the CEO,
and shall be given such authority as is appropriate to carry out
the duties described herein. The
Executive shall devote as much time as necessary to the performance
of his duties hereunder.
3.
Term of Agreement .
Subject to the provisions of Section 6 of this Agreement, Executive
shall be employed by the Company for a period commencing on the
Effective Date and ending on the termination hereof (the
“Term”) on the terms and subject to the conditions set
forth in this Agreement.
4.
Compensation .
The
Executive shall be paid (
“ Base
Salary
” )
Three Thousand Dollars 00/100 ($3,000) for each quarterly filing of
the Company with the Securities and Exchange Commission
(“SEC”) and Five Thousand Dollars 00/100 ($5,000) for
the annual report due to the SEC. Each payment shall be made to the
Executive promptly upon receipt of an invoice. In addition to the
Base Salary, the Company shall pay the Executive for any additional
work to be performed by the Executive to the Company, including,
without limitation, the incursion by the Company of any special
accounting or regulatory requirements or obligations for which the
Company shall be responsible such as 8-Ks.
5.
Expenses .
The Executive is entitled to receive prompt reimbursement for all
normal and reasonable expenses incurred while performing services
under this Agreement, including all reasonable travel expenses.
Reimbursement for these expenses will be made as soon as
administratively feasible after the date the Executive submits
appropriate evidence of the expenditure.
6
.
Termination of Employment .
The Executive’s employment hereunder may be terminated
without breach of this Agreement as follows:
a.
Termination for Cause; Resignation without Good Reason
.
At any time, the Company may terminate the Executive’s
employment hereunder for Cause (as defined
in this Section 6) or the Executive may voluntarily terminate his
employment hereunder without
Good Reason (as defined in this Section 6). In such event, the Term
will end on the date of any such termination.
For
purposes of this Agreement,
“ Cause
” shall
be defined as any of the following actions by the Executive: (i) a
material breach by the Executive of his obligations under this
Agreement, (ii) the continuing and willful refusal or failure
(other than during reasonable periods of illness, disability or
vacation) by Executive to perform his duties or take any action
hereunder or under any lawful and reasonable direction of the
Board, a duly constituted committee of the Board, or CEO of the
Company, (iii) Executive’s
habitual drunkenness or any substance abuse which, in either case,
adversely affects the Executive’s performance of his job
responsibilities, provided such actions (if capable of being
remedied) are not remedied within thirty (30) days after receipt by
the Executive of written notice from the Company specifying the
nature of such actions, (iv) charging of Executive of a felony by
means of indictment or similar action, including without limitation
filing of a criminal information, commencing a criminal felony
proceeding against Executive, if in the judgment of the Board, such
charging of the Executive would substantially interfere with the
effectiveness of the Executive as Chief Operating Officer, or
conviction of Executive of a felony or plea by the Executive of
guilty or
nolo
contendere with
respect to a felony charge, (v) Executive’s commission of a
fraud, theft against or embezzlement from the Company, (vi) any
intentional misconduct by the Executive (other than misconduct
undertaken at the express direction of the Board) which would in
the good faith opinion of the Board or the Company’s counsel
tend to make the Company liable to any person under any state or
federal law relating to sexual harassment or age, sex or other
prohibited discrimination, provided that such actions (if capable
of being remedied) are not remedied, within thirty (30) days after
receipt by the Executive of written notice from the Company
specifying the nature of such actions, (vii) any intentional and
continuous violation in any material respect of any written policy
of the Company or any successor entity adopted in respect to any
law referred to in clause (vi) above, (viii) any conduct which, in
the good faith opinion of the Board or the Company’s counsel,
the Executive knows or should know (either as a result of a prior
warning by the Company or the flagrant nature of the conduct)
violates applicable law or causes the Company to violate applicable
law or (ix) any intentional violation of Section 7 or 8 hereof by
Executive. The Company’s continued employment of Executive
shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Cause hereunder.
For
purposes of this Agreement,
“ Good
Reason
” shall
mean any one or more of the following: (a) a material reduction in
the Executive’s position, duties or responsibilities; (b) a
reduction in the Executive’s Base Salary as in effect
immediately prior to such reduction or other contractual
compensation or contractual employment
benefits; (c) the failure of any successor to the Company to
expressly assume and
honor this Agreement in full; (d) a material breach by the Company
of its obligations under this Agreement; or (e) the termination,
dissolution, complete or substantial liquidation of the Company.
Notwithstanding any provision to the contrary, in order for any
event(s) in subparagraphs (a) through (e) above to constitute
“Good Reason” for purposes of this Agreement, (i) the
Executive must notify the Company in writing within thirty (30)
days following the occurrence of the event(s) giving rise to Good
Reason (which event(s) must be described by the Executive in
reasonable detail in such notice) and (ii) within thirty (30) days
after receiving notice from the Executive, the Company must fail to
cure the circumstances giving rise to Good Reason.
In
the event that the Executive’s employment is terminated
by the Company for Cause, or the Executive resigns from his
employment without Good Reason, the Executive shall receive
severance compensation amounting to any Base Salary accrued
but unpaid as of the effective date of termination (the
"Accrued Amounts").
b.
Termination Without Cause; Resignation for Good Reason
.
The Company may terminate the Executive’s employment
hereunder Without Cause, and t he
Executive may terminate his employment
hereunder for Good Reason, upon thirty (30) days prior written
Notice of Termination as defined herein Section 6.d., in each case
the Term
ending on the Date of Termination as defined herein in Section
6.e.
c.
Termination Upon Death or Disability .
The Executive’s employment hereunder shall terminate upon his
death or may be terminated at the Board’s sole discretion
upon Executive’s absence from his responsibilities with the
Company on a full-time basis for forty-five (45) calendar days in
any consecutive twelve (12) months period as a result of
Executive's mental or physical illness or injury (hereinafter a
“Disability”). If the Executive’s employment is
terminated due to his death or Disability, the Company shall
provide the Executive or his legal representative, as the case may
be, any accrued or vested compensation, including Accrued Amounts
through the “Date of Termination” (as hereafter
defined) and reimbursement for unpaid business expenses through
such date.
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