EXHIBIT 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT (this "Agreement"), entered into as of September 29,
2005, between EVCI Career Colleges Holding
Corp. ("EVCI"), and Joseph J. Looney
("Executive") currently residing at Three
Farmview Drive, Dix Hills, New York
11746.
In
consideration of the mutual covenants contained herein, and for
other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1.
Employment: Duties.
1.1 EVCI hereby employs Executive as its Chief Financial Officer.
In
such capacity, Executive shall report
directly to EVCI's Chief Executive Officer
("CEO") and, as is appropriate for a Chief
Financial Officer of a public
company, to EVCI's board of directors
("Board") as well. Executive agrees to
serve as a director and officer of EVCI's
subsidiaries if elected by the
stockholders and directors of such
subsidiaries.
1.2. Executive shall be EVCI's principal financial and
accounting
officer with responsibility for all
accounting, financial, tax and treasury
operations and functions of EVCI. He shall
have such other responsibilities as
are assigned to him from time to time. In
fulfilling such responsibilities,
Executive agrees to perform and discharge
such reasonable duties and
responsibilities as are prescribed from
time-to-time by the CEO and Board and as
are appropriate for chief financial
officers of corporations with the financial,
personnel and other resources that are
similar to that of EVCI. Executive shall
devote his full business time to, and shall
use his best efforts in, the
performance of such duties and
responsibilities.
1.3 Executive shall not be required to relocate his home in order
to
perform his duties and
responsibilities.
2.
Compensation.
2.1. For his services pursuant to the Agreement, EVCI will pay
Executive a salary at the following annual
rates for each year of the Employment
Term (defined below) ending September 30 as
follows:
2006
2007
2008
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----
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$220,000
$230,000
$240,000
2.2. EVCI will pay Executive each bonus, if any, that may be
awarded
to Executive by the Board, or a committee
of the Board, in its sole discretion.
In this regard, during the last quarter of
each calendar year, the CEO will
evaluate Executive's performance during the
immediately preceding year of the
Employment Term and will make
recommendations to the Board or such committee of
bonuses, if any, to be granted to Executive
by the payment of cash and/ or the
grant of options and/ or restricted stock
awards under EVCI's incentive stock
plans that are in effect and have been
approved by EVCI's stockholders in
accordance with applicable regulatory
requirements.
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2.3. Executive will receive a car allowance of $600 per month.
3. Employment Term. The term
of Executive's employment (the "Employment
Term") will commence October 1, 2005 and,
unless sooner terminated as provided
in Section 5, will end on September 30,
2008.
4.
Benefits, Payments and Withholding.
4.1. Executive
will be entitled to vacation of 15 days per year
(earned ratably), and holidays and sick
days in accordance with EVCI's policy,
during which Executive will be entitled to
the full compensation and Benefits
(as defined in Section 4.2) otherwise
payable hereunder.
4.2. Executive may participate, on the same basis and subject to
the
same qualifications applicable to other
executive full time personnel of EVCI
(exclusive of the founders, Dr. Arol I.
Buntzman and Dr. John J. McGrath), in
any pension, profit sharing, life
insurance, health insurance, hospitalization,
dental, drug prescription, disability,
accidental death or dismemberment and
other benefit plans and policies EVCI
provides with respect to its Executive
personnel (collectively, the "Benefits").
Health insurance benefits for
Executive and Executive's spouse and
dependent children will commence and be
effective as of October 1, 2005.
4.3. EVCI will pay or promptly reimburse Executive, in
accordance
with EVCI's normal policies and procedures
for its executive personnel, for all
allowances and expenses provided for
hereunder and for all reasonable
out-of-pocket business, entertainment and
travel expenses (including cellular
telephone) incurred by Executive in the
performance of his duties hereunder.
4.4. EVCI will pay the Salary in equal biweekly amounts (e.g.,
$8,461.53 biweekly for the first year of
the Employment Term) and shall withhold
from the Salary, the Benefits and any other
compensation provided to Executive
hereunder, all Federal, state and local
income, employment and other taxes, as
and in such amounts as may be required to
be withheld under applicable law.
4.5 At least once every two years, EVCI will provide Executive
with
the exclusive use of a lap top computer
that is configured to current technical
hardware and software standards.
4.6 EVCI shall pay for Executive's professional education
courses
(subject to the prior approval of the CEO
or his designee, which will not be
unreasonably withheld), including those
courses required to permit Executive to
keep his CPA license active and such other
courses and professional organization
dues and subscriptions as Executive
reasonably determines are necessary for
Executive's performance of his duties and
responsibilities as EVCI's chief
financial officer.
2
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5.
Termination and Severance Benefits.
5.1. Termination by EVCI and Resignation by Executive. The CEO
and
the Board may terminate Executive's
employment with EVCI, with or without Cause
(as defined in Section 5.5). Termination
with Cause shall be effective
immediately and termination without cause
shall be effective upon 30 days prior
written notice to Executive. Executive may
voluntarily resign his employment
with EVCI, with Good Reason (as defined in
Section 5.5), upon 30 days prior
written notice to EVCI.
5.2. Compensation Upon Termination Without Cause or Upon
Resignation
with Good Reason. If the CEO and Board
terminate Executive's employment
hereunder for any reason other than Cause
or Executive's death or Permanent
Disability (as defined in Section 5.5), or
if Executive voluntarily resigns his
employment with EVCI with Good Reason (the
effective date of th
