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Exhibit
10.9
LIQUIDITY
SERVICES
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE
EMPLOYMENT AGREEMENT ( "Agreement" ) is entered into as
of October 2, 2007 with an effective date of October 15,
2007 (the "Effective Date"
), by and between Liquidity Services, Inc., a
Delaware corporation ( "LSI"
or the "Company"
), and Eric C. Dean (the "Executive" ).
1.
Employment
Agreement. On
the terms and conditions set forth in this Agreement, the Company
agrees to employ the Executive and the Executive agrees to be
employed by the Company for the Employment Period set forth
in Section 2 hereof and in the position and with the duties set forth
in Section 8 hereof. Terms used herein with initial capitalization are
defined in Section 10.2
below.
2.
Term.
The term of employment under
this Agreement shall be the period set forth in Schedule 1 attached hereto
commencing on the Effective Date (the "Employment Period" ).
3.
Position and
Duties. The
Executive shall serve in the position and with the duties and title
set forth in Schedule 1
attached hereto during the Employment Period. In
such capacity, the Executive shall have the normal duties,
responsibilities, and authority of such position, subject to the
power of the Executive's "Reporting
Officer" as designated in
Schedule 1 , the
Company's Chairman of the Board of Directors (the
"Board" ) or the Board
to reasonably expand or limit such duties, responsibilities and
authority. The Executive shall report to the Reporting Officer
designated in Schedule 1
. The Executive shall devote the Executive's best
efforts and full business time and attention to the business and
affairs of the Company; provided,
however, that the Executive may, to the
extent such participation or service does not materially interfere
with the performance of the obligations described in this
Agreement, (i) participate in charitable, civic, political,
social, trade, or other non-profit organizations and (ii) with
the consent of the Board such consent not to be unreasonably
withheld, serve as a non-management director of business
corporations (or in a like capacity in other for-profit
organizations).
4.
Place of
Performance. In connection with the Executive's
employment by the Company, the Executive shall be based at the
principal executive offices of the Company, except as otherwise
agreed by the Executive and the Company and except for reasonable
travel on Company business.
5.
Compensation.
-
5.1
Base
Salary. During the Employment Period, the
Company shall pay to the Executive an annual base salary
(the "Base Salary" ), which initially shall be at the rate per year as set forth
in Schedule 1 . The Base Salary shall be payable semi-monthly or in such
other installments as shall be consistent with the Company's
payroll procedures. The Base Salary may be increased at any time or
from time to time, but it may not be decreased without the consent
of the Executive.
5.2
Bonus.
The Executive shall be
eligible for a performance bonus as set forth in Schedule 1 .
5.3
Benefits.
During the Employment
Period, the Executive will be entitled to receive such other
benefits approved by the Reporting Officer and made available
to
-
similarly situated senior executives of the
Company, including health insurance, disability insurance, and
401-K benefits. At all times the Company agrees to maintain
Director's and Officer's Liability coverage for the Executive.
Nothing contained in this Agreement shall prevent the Company from
changing insurance carriers.
5.4
Employee
Leave. The
Executive shall be entitled to all public holidays observed by the
Company, in addition to a total of 26 days of paid time off in
accordance with the applicable policies of the Company, which shall
be taken at a reasonable time or times per year.
6.
Expenses.
-
6.1
Business
Expenses. The
Executive is expected and is authorized to incur reasonable
expenses in the performance of his duties hereunder, including the
costs of entertainment, travel, and similar business expenses
incurred in the performance of his duties. Company shall reimburse
the Executive for all such expenses promptly upon periodic
presentation by the Executive of an itemized account of such
expenses and appropriate receipts.
6.2
Relocation
expenses. As
compensation for the expenses incurred by Executive in connection
with his relocation to the Washington, D.C. area, the Company shall
upon completion of such relocation, pay Executive a one-time
$30,000 relocation payment. In addition, as the Executive will be
commuting for a period of time until such relocation is complete,
the Company will reimburse the Executive for the reasonable
commuting expenses incurred by Executive until the earlier of the
Executive's actual date of relocation or January 15, 2008. In
addition, the Company will reimburse Executive for the reasonable
travel and lodging expenses for the Executive, his spouse and
children for two trips to the Washington, D.C. area.
7.
Termination of
Employment.
-
7.1
Termination.
The Executive's employment
by the Company during the Employment Period will continue until
Executive's death, Disability, resignation or until Executive's
termination by the Board at any time.
7.2
Notice of
Termination. Any termination of the Executive's
employment by the Company or the Executive (other than because of
the Executive's death) shall be communicated by written Notice of
Termination to the other party hereto in accordance with
Section 10.1 hereof.
For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement
relied upon, if any, and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of the Executive's employment under the provision so indicated.
Termination of the Executive's employment shall take effect on the
Date of Termination.
8.
Compensation Upon
Termination.
-
8.1
Death.
If the Executive's
employment is terminated during the Employment Period as a result
of the Executive's death, the Company shall pay to the Executive's
estate, or as may be directed by the legal representatives of such
estate, the Executive's full Base Salary through the next full
calendar month following the Date of Termination and all other
unpaid amounts, if any, to which the Executive is entitled as of
the Date of Termination in connection with any fringe benefits
pursuant to Section 5.3
and expenses pursuant to Section 6. Subject to Section 8.5
below, the payments contemplated by this Section 8.1 shall be paid at the
time they are due, and the
2
-
Company shall have no further obligations to the
Executive or his or her estate under this Agreement.
8.2
Disability.
If the Company terminates
the Executive's employment during the Employment Period because of
the Executive's Disability, the Company shall pay the Executive's
full Base Salary through the third full calendar month following
the Date of Termination and all other unpaid amounts, if any, to
which the Executive is entitled as of the Date of Termination in
connection with any fringe benefits pursuant to Section 5.3 and expenses pursuant
to Section 6 .
Subject to Section 8.5 below, the payments contemplated by
this Section 8.2 shall be paid at the time they are due, and the Company shall
have no further obligations to the Executive under this
Agreement; provided, however,
that the Base Salary shall be reduced by the amount
of any disability benefit payments made to the Executive during a
period of Disability from any insurance or any other policies
provided by the Company.
8.3
By the Company with
Cause or by the Executive without Good Reason.
If the Company terminates
the Executive's employment during the Employment Period for Cause
or if the Executive voluntarily terminates the Executive's
employment during the Employment Period other than for Good Reason,
the Company shall pay the Executive the Executive's full Base
Salary through the Date of Termination and all other unpaid
amounts, if any, to which Executive is entitled as of the Date of
Termination in connection with any fringe benefits pursuant
to Section 5.3 and expenses pursuant to Section
6. Subject to Section 8.5 below, the
payments contemplated by this Section
8.3 shall be paid at the time such
payments are due, and the Company shall have no further obligations
to the Executive under this Agreement.
8.4
By the Company without
Cause or by the Executive for Good Reason.
If the Company terminates
the Executive's employment during the Employment Period other than
for Cause, Death, or Disability or the Executive terminates his
employment during the Employment Period for Good Reason, the
Company shall pay the Executive: (A) the Executive's full Base
Salary through the Date of Termination and all other unpaid
amounts, if any, to which the Executive is entitled as of the Date
of Termination in connection with any fringe benefits pursuant
to Section 5.2 and expenses pursuant to Section
6 ; and (B) a lump-sum severance
package equal to one month of the Executive's Base Salary plus an
amount equal to one month of the average annual bonus earned by the
Executive for the previous two fiscal years (collectively
the "Severance Payment"
). After the third month of employment is completed,
the Severance Payment under this Section 8.4 shall be of 6 months.
Subject to Section 8.5 below, the Severance Payment shall be
payable to the Executive within 30 days of the Notice of
Termination.
8.5
8.5 Code Section 409A
Matters. Anything in this Agreement to the
contrary notwithstanding, if (A) on the date of Executive's
"separation from service" (within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended
(the "C
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