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EMPLOYMENT AGREEMENT
This AGREEMENT is made December __, 2006 between American
Basketball Association, Inc., an Indiana Corporation, having its
executive offices at 9421 Holliday Drive, Indianapolis, Indiana
46260 (the "Company") and Thomas E. Doyle (the "Executive").
RECITALS
WHEREAS, the parties desire to secure the employment of the
Executive on the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the recitals and the mutual
covenants and agreements of the parties set forth in this
Agreement, the parties hereby agree as follows:
1 .
Employment and term . The Company shall employ The
Executive, and The Executive shall serve the Company as its Chief
Operating Officer for a term beginning on December ___, 2006 and
ending on December 31, 2008.
2.
Duties . The Executive shall serve the
Company faithfully and to the best of his ability, devote
reasonable time and energy to his employment, and use his best
efforts and ability to promote the Company’s interests. This
Agreement shall not be construed as preventing the Executive from
engaging in or possessing interests in other business ventures of
every kind and description for his own account; or from serving as
a contractor, employee, director, officer, manager or member in
other business ventures of every kind and description for his own
account. The Executive also shall serve in one or more of the
following capacities: as a director of the Company, if elected by
the stockholders. The Executive shall also, subject to the
provisions of paragraph 3, perform all duties that the Board of
Directors may at any time assign to him.
3.
Responsibilities . Subject to the control
of the Board of Directors, The Executive’s area of
responsibility shall be that of Chief Operating Officer. The
Company shall not assign any duties to The Executive that are
inconsistent with those of Chief Operating Officer. The Executive
shall be given all executive powers and authority that are
reasonably required to enable him to efficiently discharge his
duties.
4.
Compensation . The Company shall pay The
Executive at an annual salary of $120,000 as compensation for his
services during the term of employment. In addition, the
Executive shall receive medical and dental insurance and other
fringe benefits provided to full-time, non-union employees of the
Company.
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5.
Business Expenses . The Company shall
pay or reimburse the Executive for all ordinary and necessary
business expenses which the Executive incurs in performing his
duties under this Agreement which are integrally and directly
related to the performance of the Executive’s duties or which
confer a direct or indirect benefit to the Executive so long as
reimbursement for such expense is generally available to all
employees of the Company on a non-discriminatory basis. Such
expenses shall be paid or reimbursed in accordance with the expense
reimbursement policies of the Company in effect from time to
time.
6.
Termination of Employment
6.1
Termination Due to Death. If the Executive dies during the
Term, this Agreement shall terminate as of the date of the
Executive’s death and the Executive’s benefits shall be
determined in accordance with the survivor’s benefits,
insurance and other applicable programs of the Company then in
effect. Within fifteen (15) days of the Executive’s
death, the Company shall pay the Executive’s designee or his
estate that portion of his Salary which shall have been earned
through the termination date. In addition, the Company shall
pay to the Executive’s estate or his designee the Salary
Continuation Benefit (as defined in Section 8.6) for a period equal
to the then remaining term of this Agreement.
6.2
Termination Due to Disability. If the Executive suffers a
Disability (as defined in Section 6.7) during the Term, the Company
shall have the right to terminate this Agreement by giving the
Executive Notice of Termination to which has attached to it a copy
of the medical opinion that forms the basis of the determination of
Disability. The Executive’s employment shall terminate
at the close of business on the last day of the Notice Period (as
defined in Section 6.7).
6.3
Upon the termination of this Agreement because of Disability,
the Company shall pay the Executive within fifteen (15) business
days of the termination date that portion of his Salary, at the
rate then in effect as provided, which shall have been earned
through the termination date. In addition, the Company shall
pay to the Executive the Salary Continuation Benefit for a period
equal to the then remaining term of this Agreement.
The Company shall provide the Executive with life, medical,
dental, accident and disability insurance coverage for the period
of time that the Salary Continuation Benefit is in place at the
same coverage levels that are in effect as of the termination date.
In lieu of the foregoing insurance coverage benefits, the
Company may pay the Executive an amount equal to the
Executive’s cost of obtaining comparable coverage. The
Executive shall also be entitled to receive any applicable
disability insurance benefits resulting from any insurance or other
employee benefit programs of the Company.
6.4
Termination by the Company for "Cause" or by the Executive
Without "Good Reason." At any time during the Term, the
Company may terminate this Agreement for "Cause" as defined in
Section 6.7 by giving the Executive a Notice of Termination, which
has attached to it copies of the Board determination that forms the
basis of the Company’s action. The Executive’s
employment shall terminate at the close of business on the last day
of the Notice Period.
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At any time during the Term, the Executive may terminate this
Agreement without "Good Reason" as defined in Section 6.7 hereof by
giving the Board of Directors of the Company a Notice of
Termination. The Executive’s employment by the Company
shall terminate at the close of business on the last day of the
Notice Period.
Within fifteen (15) business days after such termination date,
the Company shall pay the Executive that portion of his Salary,
which shall have been earned through the termination date. In
addition, the Company shall pay to the Executive the Salary
Continuation Benefit for a period equal to the then remaining term
of this Agreement.
6.5
Termination by the Company Without "Cause" or by the Executive
for "Good Reason." At any time during the Term, the Board of
Directors of the Company may terminate this Agreement without Cause
by giving the Executive a Notice of Termination, and the
Executive’s employment by the Company shall terminate at the
close of business on the last day of the Notice Period.
At any time during the Term, the Executive may terminate this
Agreement with "Good Reason" by giving the Company a Notice of
Termination which describes the actions, events or beliefs that
form the basis of the Executive’s action. The
Executive’s employment shall terminate at the close of
business on the last day of the Notice Period.
Within five (5) business days after such termination date, the
Company shall pay to the Executive that portion of his Salary which
shall have been earned through the termination date. In addition,
the Company shall pay to the Executive the Salary Continuation
Benefit for a period equal to the then remaining term of this
Agreement. The Company shall provide the Executive with life,
medical, dental, accident and disability insurance coverage for the
period of time that the Salary Continuation Benefit is in place at
the same coverage levels that are in effect as of the termination
date. In lieu of the foregoing insurance coverage benefits,
the Company may pay the Executive an amount equal to the
Executive’s cost of obtaining comparable coverage.
6.6
Termin
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