EXHIBIT 99.4
EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 18th day
of
November, 2005, (the "EFFECTIVE DATE") by and between Option
Technologies
Interactive, LLC, a Florida limited liability company with its
principal
business office in the state of Florida (the "COMPANY"), and Mark
A. Fite (the
"EXECUTIVE," and collectively with the Company, as "PARTIES" and
each as a
"PARTY").
RECITALS
WHEREAS, Flexner Wheatley & Associates ("FWA") and MeetingNet
Interactive, Inc. ("MEETINGNET") have entered into that certain
Membership
Interest Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of
even date
herewith, with National Auto Credit, Inc. ("NAC"), providing, inter
alia, for
the acquisition by NAC of the Company through the purchaser of all
of the
outstanding membership interests of the Company;
WHEREAS, Executive as a principal shareholder and principal in
MeetingNet has been actively involved in the business and
operations of the
Company;
WHEREAS, in conjunction with the transactions contemplated by the
Purchase Agreement, Executive desires to be hired and employed by
the Company to
supervise and operate their operations, and the Company's desire to
hire and
employ Executive to supervise and operate their operations; and
WHEREAS, Section 5.3 of the Purchase Agreement provides that the
Parties hereto will enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
Parties, intending to be legally bound hereby, hereby agree as
follows:
AGREEMENT
1. Nature and Capacity of Employment. The Company hereby agrees to
employ
Executive as President of the Company subject and pursuant to the
terms of this
Agreement. Executive agrees to perform, and be available to
perform, the
functions and duties customarily associated with or incident to
such position,
and such other functions and duties as may from time to time be
reasonably
required by the Company consistent with such position. Executive
shall report to
each of James McNamara, Robert V. Cuddihy, Jr. and Steve Campus.
2. Term of Employment. The term of this Agreement shall commence as
of the
Effective Date and continue for a three (3) year term thereafter
(the "INITIAL
TERM"), unless earlier terminated by either Party as provided for
hereinafter.
Unless Executive's employment has
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earlier terminated as provided for hereinafter, Executive's
employment under
this Agreement shall be automatically extended and renewed for
successive one
(1) year terms (each a "RENEWAL TERM") unless, at least ninety (90)
days prior
to the expiration of the Initial Term or the then-current Renewal
Term, either
Party gives to the other written notice of his or its election that
Executive's
employment hereunder not be so extended and renewed. As used
herein, "EMPLOYMENT
YEAR" means any period commencing on the Effective Date or any
anniversary
thereof and ending on the next following November 17th.
3. Annual Base Salary. The annual base salary that the Company
agrees to pay to
Executive for the first Employment Year shall be $150,000, payable
in accordance
with the Company's regular payroll practices. The Executive's base
salary shall
be reviewed by the Company annually prior to the end of the current
Employment
Year and adjusted in the sole discretion of the Company; provided,
however, that
Executive's base salary shall not be reduced below $150,000.
4. Bonus Compensation. For each fiscal year (commencing with the
calendar year
ending January 31, 2007) that Executive is employed by the Company,
Executive
shall be eligible to receive a bonus of up to $73,900, provided
Available Cash
Flow (as defined in the Promissory Notes (as defined in the
Purchase Agreement))
is in excess of $768,000. The maximum amount allowable for such
bonus under this
Agreement shall be reviewed by the Company annually prior to the
end of the
current Employment Year and adjusted in the sole discretion of the
Company;
provided, however, that maximum amount allowable for such bonus
under this
Agreement shall not be reduced below $73,900. The actual amount of
any such
bonus shall be contingent upon the Company achieving such revenue
targets and
other performance objectives as shall be jointly established by the
Company and
Executive for each calendar year. The calculation and distribution
formula
established in EXHIBIT 1 will apply for each of the fiscal years
ending January
31, 2007, 2008 and 2009, respectively. Executive's bonus shall be
paid in full
within sixty (60) days following the end of the fiscal year in
which the bonus
was earned. If Executive's employment is terminated prior to the
end of a fiscal
year without Cause pursuant to Section 7.3 below or by Executive's
resignation
for Good Reason pursuant to Section 7.5 below, Executive shall be
paid the full
amount of the bonus he would have earned under this paragraph for
such fiscal
year had he remained employed for the full fiscal year in which his
employment
was terminated unless the Initial Term or the then-current Renewal
Term would
have otherwise expired prior to the end of such fiscal year. If
Executive's
employment is terminated by the Company prior to the end of any
fiscal year for
Cause under Section 7.2 below, then Executive shall not be entitled
to any bonus
payment under this paragraph for such fiscal year. If Executive's
employment
hereunder expires or is terminated (by mutual agreement of the
Parties, by the
Company, by Executive or otherwise) prior to the end of any fiscal
year for any
reason other than by the Company for Cause under Section 7.2 below,
then
Executive shall be entitled to receive a proportionate share (based
upon the
portion of such fiscal year Executive was employed hereunder during
such fiscal
year) of the bonus to which Executive would have been entitled
under this
paragraph if Executive had been employed hereunder for such entire
fiscal year.
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5. Executive Benefits; Vacation.
5.1 Executive Benefits. To the extent that Executive is eligible
and
qualifies therefor under their respective terms, Executive shall be
entitled to
participate in all retirement plans and all other employee benefits
and policies
made available generally by the Company to its senior managers and
other
employees (other than those provided under, or pursuant to,
independently
negotiated employment agreements or arrangements) so long as
employed by the
Company hereunder, and Executive's entitlement to participate in
such retirement
plans and other employee benefits shall be in addition to the
annual base salary
payable by the Company to Executive from time to time under this
Agreement.
5.2 Defined Pension Contribution. In addition to the employee
benefits
provided for above, subject to Executive being eligible and
qualifying therefor,
the Company agrees to provide for Executive's participation in the
Company's
401K Savings and Retirement benefit program established by the
Company for other
similarly situated employees.
5.3 Health Insurance. Subject to Executive being eligible and
qualifying therefor, the Company also agrees to provide single
coverage health
insurance plan for Executive, to be 100% funded by the Company.
5.4 Reimbursement for Expenses. During Executive's employment with
the
Company, the Company shall reimburse the Executive for reasonable
and properly
documented out-of-pocket business and/or entertainment expenses
incurred by the
Executive in connection with his duties under this Agreement,
provided that such
expenses are incurred consistent with the Company's policies and
practices as in
effect from time to time and that Executive complies with the with
the Company's
policies and practices with respect to submission of receipts,
vouchers or other
evidence of payment of such expenses.
5.5 Vacation and Sick Leave. Executive shall be entitled to
vacation
time of up to four (4) weeks per Employment Year without reduction
of the
minimum annual base salary payable to Executive pursuant to Section
3 above.
Executive shall also be provided up to six paid sick days per
Employment Year.
Unused vacation time and sick days shall not carry over to
subsequent Employment
Years, nor shall Executive be entitled to payment for any unused
vacation time
and sick days upon the expiration or termination of his employment
by the
Company for any reason whatsoever.
5.6 Car Allowance. During Executive's employment, the Company
agrees
to pay all lease payments, insurance premiums and other reasonable
operating
expenses associated with the lease of a 2004 BMW 325i or equivalent
automobile;
provided, however, that Executive shall not be entitled to a new
car prior to
November 2007 or thereafter a new car more frequently than once
every three (3)
years.
6. Stock of NAC. Employee shall, at the discretion of the NAC's
Board of
Directors, be eligible to receive options to acquire common stock
in NAC based
upon (i) Employee's performance, (ii) the Company's performance,
(iii) NAC's
performance and (iv) shares available
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under the Plan referred to hereinafter. NAC shall make an initial
grant of
60,000 options to the Employee pursuant to the terms of NAC's 1993
Equity
Incentive Plan and EXHIBIT A.
7. Termination of Employment Agreement. Executive's employment with
the Company
may be terminated prior to the end of the Initial Term or any then
current
Renewal Term upon any of the following occurrences.
7.1 Mutual Consent. Executive's employment under this Agreement may
be
terminated at any time upon the mutual consent of the Parties. As
of the
effective date of such termination by mutual consent, subject to
the terms of
such mutual agreement, Executive shall be paid all accrued salary,
any vested
deferred compensation (other than pension plan or profit sharing
plan benefits,
which will be paid in accordance with the applicable plan) and any
reimbursable
business expenses that have been incurred by the Executive in
connection with
his duties hereunder and that have not been reimbursed, all through
the date of
termination; provided, however, that Executive's entitlement to be
reimbursed
for any business expenses shall be dependent upon his compliance
with the
Company's policies and practices, including those with respect to
submission of
receipts, vouchers or other evidence of payment of such expenses.
In addition,
(A) to the extent Executive is entitled pursuant to Section 4 above
to any bonus
(or any portion of any bonus) for the fiscal year in which such
termination
occurs, then, subject to the terms of such mutual agreement,
Executive shall be
entitled to receive, when such bonus would otherwise have been
payable to
Executive, such bonus or the relevant portion thereof and (B)
subject to the
terms of such mutual agreement and only to the extent so provided
under the
terms applicable to any stock options that were granted to
Executive (including,
as applicable, the terms and conditions of NAC's 1993 Equity
Incentive Plan)
Executive shall be entitled to vesting of such stock options.
7.2 By the Company For Cause. The Company shall have the right to
terminate Executive's employment under this Agreement for "Cause,"
which shall
mean any of the following:
(a) any act of fraud, embezzlement or any other illegal act
committed knowingly or intentionally by Executive in connection
with
Executive's duties as an executive of the Company or any parent
company, subsidiary or affiliate of the Company;
(b) any conviction of any felony;
(c) Executive shall be incarcerated for a period of at least ten
(10) days or shall be indicted for a crime for which he could be
sentenced to incarceration for at least a year;
(d) any breach or violation by Executive of any term or condition
of this Agreement, which breach of violation remains uncured for
thirty (30) days or, if shorter, ten (10) days after Executive's
receipt of written notice of such breach or violation (provided,
however, that no notice need be given and not such 10-day cure
period
shall apply with respect to any such
