EXHIBIT 10.01
EMPLOYMENT AGREEMENT
This Employment
Agreement (the "Agreement") dated as of the 3rd day of
October
2006, is entered into
by and between
Alliance Distributors
Holdings Inc., a
Delaware corporation (the "Company) and Stephen Agress (the
"Executive").
WITNESSETH
1.
EMPLOYMENT. The Company hereby employs the Executive as its
Executive Vice
President
and Chief Financial Officer for and during the term of this
Agreement
(as set forth in
Paragraph 4 below). The Executive hereby
accepts
such employment
with the Company under
the terms and
conditions
set forth
in this Agreement.
2. DUTIES
AND AUTHORITIES
OF THE EXECUTIVE.
The Executive
shall have such
duties
and authorities as shall be consistent with his position as
Executive
Vice President and Chief Financial Officer of the Company,
as
may be reasonably assigned to him from time to time
by the Company.
The
Executive
shall report to the Company's Chief Executive Officer.
3. FULL
BUSINESS TIME. The Executive agrees to devote his full business
time
and
services to the faithful performance of his duties
hereunder. During
the term
of his employment with the Company, the Executive shall engage
in
no other
business activities whatsoever during normal working hours;
provided,
however, that the Executive may (i) serve on the boards of
directors
of other companies and charitable organizations and may devote
reasonable
time to charitable and
civic organizations,
and (ii) provide
transition-type
services to his former
employer, in all cases
provided
that the
performance of his duties and responsibilities on such boards
and
in such
service does not interfere with the performance of his duties and
responsibilities under this Agreement.
4. TERM.
The term of this Agreement shall commence on October 3, 2006 and
end
on
September 30, 2008 (the "Term"), unless terminated earlier pursuant
to
this
Agreement.
5.
COMPENSATION.
(a)
Base Salary.
The Company shall pay
the Executive a base
annualized
salary ("Base
Salary") at the annual
rate of $210,000,
subject to
annual reviews by the Company for discretionary annual increases.
Base Salary
shall be subject to deduction for applicable U.S.
federal, state and local withholding taxes.
(b)
Stock Options.
The Company shall by
separate instrument (the "Grant
Letter") grant to the Executive an option (the "Option") effective
on October 3, 2006 ("Grant Date") to purchase 100,000 shares (the
"Shares") of the Company's common stock under the
Company's stock
option plan. The
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Option price per share
shall be equal to the fair market value of a
share of the
Company's common stock on the Grant Date.
The Option
shall have
a ten (10) year term, and will vest in 12 equal
installments on the
last day of each of
the 12 calendar
quarters
beginning with the calendar quarter that begins on October 1,
2006,
but only so long as Executive is employed by the Company on the
last
day of such calendar quarter. The terms and conditions of the
Grant
Letter shall exclusively govern the award, vesting, exercise and
all
other aspects of the Option.
6.
EMPLOYEE BENEFITS.
(a)
Throughout the
Executive's employment
during the Term, the
Company
shall provide the
Executive and all of
his dependents
with group
medical insurance
in amounts of coverage available to senior
executives of the Company with employee payment obligations on the
same terms as such other senior executives.
(b)
The Executive
shall be entitled to
four weeks paid vacation during
each 12-month period
of his employment and
personal and sick leave
in accordance with the
policies of the Company, which vacation and
leave shall
be taken by the Executive in accordance with the
reasonable business
requirements
of the Company.
Unused vacation
will be carried over
from one year to the next, and the Executive
shall be entitled to payment for any accrued, but unused, vacation
upon the termination of the Executive's employment with the
Company.
(c)
The Executive shall receive a monthly car allowance (the "Car
Allowance") in the
amount of five hundred and twenty-five dollars
($525) per month.
(d)
The Company
shall reimburse
the Executive for
properly
documented
expenses which
are incurred by the Executive on behalf of the
Company.
(e)
The Executive
shall be entitled to participate in all tax-qualified
retirement plans
maintained by the
Company to the extent that such
participation is made
available to other
senior executives of
the
Company.
7.
TERMINATION. Notwithstanding any other provision in this Agreement,
during
the
Term:
(a)
Death. If the
Executive dies,
this Agreement
shall automatically
terminate as of the date of the Executive's death.
(b)
Disability.
If the Executive is unable to perform his duties
hereunder as a result of any physical or mental disability (i)
which
continues for 60
consecutive
days or (ii)
for 90 days in any
365
consecutive-day
period, then
the Company may terminate this
Agreement upon 30 days written notice to
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the Executive,
provided that the Executive's Base Salary shall
continue to
accrue ratably for 30 days after the date of the
Executive's termination.
(c)
Termination by
the Company for Cause.
The Company may terminate the
Executive's employment
with the Company for Cause. For purposes of
this Agreement, "Cause" shall mean (i) the Executive's conviction
by
a court of competent
jurisdiction in the
United States of a felony
or a crime involving the Company; (ii) the Executive's conviction
of
a court of competent
jurisdiction in the
United States of a felony
involving moral
turpitude or unlawful, dishonest, or unethical
conduct that a
reasonable person
would consider damaging to the
reputation of
the Company; (iii) the Executive's willful or
persistent refusal or
failure to perform assigned duties consistent
with duties
of the Executive's position or to comply with the
reasonable directions
of Company
officer to whom he
reports, the
Chief Executive
Officer or the Company's Board of Directors,
provided that
Executive has been
provided with written
notice of
such refusal or
failure to perform at least thirty (30) days before
termination pursuant
to this sub-paragraph; (iv) any material breach
of any provision of this Agreement, or any other agreements
between
the Executive and Company, by the Executive; or (v) the Executive's
gross negligence in
the performance of his duties; but in the case
of paragraph 7(c)(iv)
if within thirty (30)
days after the Company
first has actual
knowledge of the occurrence of such action or
event, the Company
gives written notice to the Executive of its
intention to terminate his employment hereunder, and the Executive
does not reasonably
cure any such action
within thirty (30) days
after the date of such notice, where such conduct is curable.
If the Executive's
employment
is terminated by the Company for
Cause, the Company
shall pay the
Executive his full accrued Base
Salary and Car Allowance through the date of termination at the
rate
in effect at the time of such termination, and the Company shall
have no further
obligation to the Executive under this Agreement or
under any other agreements or plans. All other compensation
including,
without limitation,
bonuses,
severance,
incentive
compensation and/or
stock option
grants shall be
forfeited if the
Executive is terminated for Cause.
(d)
Termination by
the Company without Cause. The Company may terminate
the Executive's employment under this Agreement without Cause at
any
time, provided that,
in such case, the Company shall, as severance,
continue to pay to the
Executive an amount equal to his Base Salary
in normal payroll
installments, subject
to withholding, until
the
earlier to occur of (i) six months from the date of termination;
and
(ii) September
30, 2008. In addition, the Company shall pay the
Executive's cost of
COBRA for the period during which severance is
payable as aforesaid.
(e)
Resignation
by the Executive with Good Reason. The Executive may
resign his
employment
if (i) the Company breaches any of its
material obligations under
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this Agreement, (ii) the Company reduces the Executive's Base
Salary
below the amount provided for in this Agreement, without the
Executive's written
consent, or (iii) the Company assigns duties to
the Executive which
are not consistent with his office set forth in
Paragraphs 1 and 2, but in each case only if within thirty (30)
days
after the Executive first has actual knowledge of the occurrence of
such action or event,
the Executive
gives written notice to the
Company of his intention to terminate his employment hereunder,
the
Company does not revoke or reasonably cure any such action or event
within sixty
(60) days after the date of such notice, and the
Executive
resigns his
employment
within
fifteen
(15) days
thereafter. Following
the Executive's resignation with Good Reason,
the Company shall make
all payments to the
Executive pursuant to
Paragraph 7(d) above.
(f)
In addition to
any other payments
pursuant to Paragraphs 7(b), 7(d)
and (e) above, upon the Executive's resignation without Good
Reason
or upon any of the terminations identified in Paragraphs 7(a),
(b),
(d) or (e) above, the
Executive or his
estate shall be entitled to
receive his
Base Salary, any earned but unpaid incentive
compensation and all of his then incurred but un-reimbursed
business
expenses, in each case to the date of the Executive's resignation
or
termination.
(g)
In order to be
entitled to the payments under Paragraphs 7(b), 7(d),
7(e) or 7(f),
Executive agrees to
execute a standard and customary
separation agreement
and release in the
form to be provided by the
Company, following his separation from the Company.
8.
CONFIDENTIALITY AGREEMENT AND OWNERSHIP OF INFORMATION.
