Exhibit 10.2
XXXXXX XXXX
TERMS OF EMPLOYMENT
WITH
CONCORD CAMERA CORP.
1) POSITION
Interim Senior Vice President and Chief Financial Officer, with duties
and responsibilities as generally set forth on Exhibit C annexed hereto.
If, at any time during the term of this Agreement, the employee believes
it necessary and in the interests of Concord Camera Corp. (the "Company"
or "Concord") to access the intellectual capital resources of Xxxxx CFO
Partners, LLC ("Xxxxx"), for the purpose of obtaining information or
services for the benefit of the Company (i.e., in his capacity as a
Company employee and not in his capacity as a Xxxxx partner responding to
information or service requests from other Xxxxx partners or employees),
whether or not the Company is identified by name or otherwise in
connection therewith, the employee shall first obtain the prior written
approval of the Chairman and Chief Executive Officer of the Company.
If, at any time during the term of his interim employment with the
Company, the employee and the Company mutually agree that the employee
will become a full-time, permanent employee of the Company, the parties
will enter into a new agreement which will set forth the terms and
conditions of such new employment and, upon its execution by both
parties, will supersede this agreement in all respects.
2) EMPLOYER
Concord Camera Corp., a New Jersey corporation.
3) TERM
The term hereof shall commence on the first day of the employee's
employment with the Company (the "Effective Date") and shall end on June
1, 2005. Thereafter, the term may be renewed or extended by mutual
agreement of both parties in writing. The employment may be terminated in
accordance with Section 10 below at any time during the term. Unless the
parties mutually agree otherwise, the employee will start working for the
Company on October 18, 2004.
4) REPORTS TO
The Chairman and Chief Executive Officer of the Company.
5) COMPENSATION
Salary: $24,990 per month for the term of this Agreement, payable in
accordance with the Company's normal payroll policies for executives.
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Terms of Employment
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6) DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The employee will be covered under the directors' and officers' insurance
policy of the Company to the same extent as, and subject to the same
terms, conditions and limitations as are applicable to, other Company
executives; and the Company will provide to the employee written evidence
of such insurance coverage.
7) EXPENSE REIMBURSEMENT
The Company will reimburse the employee for all reasonable documented
expenses necessarily incurred in the performance of the employee's
duties. The Company will also reimburse the employee (i) for his
reasonable Florida lodging expenses during the term of this Agreement,
(ii) for the cost of one (1) round trip, economy class flight per month
during the term of this Agreement between the Florida offices of the
Company and the out-of-state residence of the employee (which may be used
by either the employee or his spouse), and (iii) for the cost of the
rental of an automobile for his use while in Florida, which auto rental
reimbursement will be at the rate of $1,000 per month.
8) VACATION
Twenty-three (23) days of unpaid vacation during the term of this
Agreement. The employee shall provide the Company a minimum of thirty
(30) days' prior written notice of a request for vacation days. All
vacation days are subject to the Company's approval. The employee shall
be entitled to the Company's regularly scheduled holidays.
9) BENEFITS
The employee will not be eligible to participate in any employee benefits
plans of the Company and will remain on his current medical plan obtained
through his spouse (the "Current Medical Plan"); provided that the
Company will reimburse the employee for the costs incurred by the
employee under the Current Medical Plan up to, but not exceeding, the sum
of $600 per month during the term of this Agreement.
10) TERMINATION
The employee may be terminated for cause at any time upon written notice
which shall be effective immediately or at such other time as shall be
specified in the notice. "Cause" shall mean: (i) continued failure to
obey reasonable instructions of the person(s) to whom the employee
reports; (ii) continued neglect of duties and responsibilities; (iii)
willful misconduct or other actions in bad faith which are to the
detriment of the Company and/or any of its subsidiaries or affiliates;
(iv) failure to comply with any of the provisions set forth in Exhibit A;
or (v) failure to comply with the Code of Conduct annexed as Exhibit B.
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Xxxxxx Xxxx
Terms of Employment
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Either party may terminate the employment of the employee at any time,
for any reason (other than "cause") or for no reason, upon giving the
other party 30 days' written notice. If the Company elects to terminate
pursuant to this paragraph, it may, at its option, request the employee
to remain in its employment during all or any portion of the 30-day
notice period, provided that the Company shall continue to provide the
employee during such period with his base salary and his auto rental and
Current Medical Plan reimbursements, as set forth in Sections 5, 7 and 9
above. Alternatively, the Company may, at its option, make the
termination effective immediately or at any time during the 30-day notice
period and, if it does so, the Company shall pay the employee his base
salary, in lieu of notice, for the remainder of such notice period.
In the event that the employee's employment terminates pursuant to this
Section 10, the benefits provided to the employee under this Agreement
will terminate as of the last day of employment, except as and to the
extent set forth above in this Section 10.
Anything in this Section 10 to the contrary notwithstanding, the Company
and the employee acknowledge and agree as follows: (i) the employee shall
not have any right to terminate his employment with the Company during
the first 90 days of his employment; and (ii) if the Company terminates
the employee, other than for "cause" or in connection with the employee
becoming a full-time, permanent employee of the Company, during this
initial 90-day period, then, notwithstanding that the expiration date of
the 30-day termination notice period or the effective date of termination
precedes the expiration of this initial 90-day period, the employee shall
receive his base salary (payable in accordance with the Company's normal
payroll policies for executives) and his Current Medical Plan
reimbursements through the 90th day after his employment commencement
date.
11) CONFIDENTIALITY AND INTELLECTUAL PROPERTY; NON-COMPETE; CODE OF CONDUCT
Annexed hereto as Exhibits A and B, respectively, are provisions
applicable to the employee which are incorporated herein by reference and
are part of this Agreement. As consideration for the covenants of
employee set forth in Exhibit A, the Company hereby employs or continues
to employ employee and employee hereby accepts employment or continued
employment upon the terms and conditions contained herein. The employee
acknowledges and agrees that the provisions set forth in Exhibits A and B
do not affect the Company's ability to terminate the employee at any time
with or without cause. If a provision set forth in this Term Sheet(1)
conflicts with a provision set forth in one or both of these Exhibits,
then the provisions of this Term Sheet shall govern. The obligations set
forth in Exhibits A and B shall survive any termination of the employee's
employment and/or any termination or expiration of this Agreement.
---------------
1 As used herein, "Term Sheet" means the portion of these Terms of Employment up
through and including the signature page. The "Agreement" or "Terms of
Employment" means the Term Sheet together with all exhibits and schedules to the
same.
3
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Terms of Employment
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12) REPRESENTATION BY EMPLOYEE
The employee acknowledges and represents that he is not subject to any
agreement or understanding, oral or written, direct or indirect, which
would in any way prohibit, interfere with, restrict or limit: (a) the
employee's employment by the Company (or any of its subsidiaries or
affiliates); or (b) any activities contemplated as part of the employee's
employment hereunder. The foregoing includes, but is not limited to, any
agreement or covenant relating to non-competition, non-solicitation,
confidentiality and/or non-interference. If the employee has ever signed
or been subject to one or more agreements of the nature described above,
the employee promptly disclosed them to the Company and provided the
Company with complete copies of them.
13) ACKNOWLEDGMENT OF REPRESENTATION BY COUNSEL
The employee acknowledges that he has been represented by independent
counsel or has knowingly waived his right to be represented by
independent counsel with respect to the negotiation and execution of this
Agreement and with respect to the subject matter hereof.
14) INDEMNIFICATION
The employee agrees to indemnify the Company and its subsidiaries and
affiliates against any damages, claims, expenses or costs, including
attorneys' fees, incurred by the Company or any such subsidiary or
affiliate relating directly or indirectly to any act or omission of the
employee outside of the scope of the employee's duties and
responsibilities as an employee of the Company.
15) ENTIRE AGREEMENT
This Agreement (which includes all schedules and exhibits hereto)
contains the entire understanding and agreement between the parties and
supersedes any prior understandings or agreements, oral or written,
between them relating to the subject matter hereof. Any amendments to
this Agreement must be in writing, signed by the parties affected by the
amendment.
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Terms of Employment
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16) SEVERABILITY
If any provision of this Agreement is held breached, illegal, invalid or
unenforceable, such provision shall be deemed severed and the remainder
of this Agreement will remain binding on the parties as though the
breached, illegal, invalid or unenforceable provision had not been
included.
17) ATTORNEYS' FEES
If any action at law or in equity is brought to enforce the provisions of
this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, whether at pretrial, trial or appellate levels, which
may be set by the court in the same action or in a separate action for
that purpose, including reasonable costs and fees awarded in such action,
in addition to any other relief to which the party may be entitled.
18) GOVERNING LAW
This Agreement and the employment of the employee shall be governed by
the laws of the State of Florida. Any litigation related to or arising
out of this Agreement shall be brought in the state or federal courts of
the State of Florida, or in the event the Company moves its principal
place of business from the State of Florida, in the state or federal
courts of the state of such other principal place of business. The
parties agree that service of process may be effected by certified or
registered mail, return receipt requested, or by regular mail if
certified or registered mail is refused. The parties further agree to
waive, and do hereby waive, trial by jury. The employee agrees and
acknowledges that in the event of his violation of any term or condition
of this Agreement, the Company will have no adequate remedy at law and
shall, therefore, be entitled to enforce any provision hereof by
temporary or permanent injunctive or mandatory relief obtained in any
court of competent jurisdiction without the necessity of proving damage
or posting any bond or other security and without prejudice to any other
remedies that may be available to the Company at law or in equity.
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Xxxxxx Xxxx
Terms of Employment
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ACCEPTED AND AGREED: ACCEPTED AND AGREED:
EMPLOYEE CONCORD CAMERA CORP.
/s/ Xxxxxx Xxxx By: /s/ Xxx X. Xxxxxxx
------------------------------- -----------------------------------
Xxxxxx Xxxx Xxx X. Xxxxxxx
Chairman, Chief Executive Officer
and President
Date: 10/21/2004 Date: 10/21/2004
-------------------------- ----------------------------------
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Xxxxxx Xxxx
Terms of Employment
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EXHIBITS TO TERMS OF EMPLOYMENT
(Xxxxxx Xxxx)
EXHIBITS DOCUMENT
A Confidentiality/Intellectual Property
Restrictions and Non-Compete
B Concord Camera Corp. Code of Conduct
C Employee Duties and Responsibilities
7
EXHIBIT A
CONCORD CAMERA CORP.
CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS
AND NON-COMPETE
Incorporated by reference to the Company's annual report on Form 10-K
for the year ended June 28, 2003 which Confidentiality/Intellectual
Property Restrictions and Non-Compete, dated February 12, 2001 was
filed as part of Exhibit 10.41.
EXHIBIT B
CONCORD CAMERA CORP.
CODE OF CONDUCT
i
CERTIFICATE OF COMPLIANCE
I hereby acknowledge receipt of the attached Concord Camera Corp. Code
of Conduct and have read and understand it. I agree to abide by the terms of the
Code of Conduct, as the same may be modified from time to time by Concord Camera
Corp. in its sole discretion. I understand and agree that, by continuing my
employment or other relationship with Concord Camera Corp. or any of its
subsidiary companies, I agree to abide by the provisions of the Code of Conduct
as the same may be so modified from time to time. I understand that any
violation of the Code of Conduct will subject me to appropriate disciplinary
action. I further understand and acknowledge that the Code of Conduct is not a
contract of employment and does not alter my status as an at-will employee.
---------------------------------------
(Signature)
---------------------------------------
(Printed Name)
---------------------------------------
(Position)
---------------------------------------
(Address)
---------------------------------------
(Date Signed)
ii
CONTENTS
I. INTRODUCTION.................................................... 1
II. CITIZENSHIP AND PUBLIC RESPONSIBILITY........................... 1
1. Compliance with Laws................................... 1
2. Relations with Customers and Other Third Parties....... 2
3. Competition............................................ 3
4. Proper Accounting and Financial Integrity.............. 4
III. USE OF COMPANY ASSETS, FACILITIES AND SERVICES.................. 5
1. Improper Payments...................................... 5
2. Political Contributions................................ 6
3. Safeguarding Assets.................................... 6
IV. SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF
SERVICES........................................................ 6
V. CONFLICT OF INTEREST; CORPORATE OPPORTUNITIES................... 6
VI. SECURITIES TRADING.............................................. 8
1. Inside Information..................................... 8
2. Trading Guidelines..................................... 9
3. Reporting and Other Obligations........................ 9
VII. ACCURATE AND TIMELY PERIODIC REPORTS............................ 10
VIII. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION.................. 10
IX. OWNERSHIP OF INTELLECTUAL PROPERTY.............................. 11
X. COMPETITION WITH THE COMPANY.................................... 12
XI. ENVIRONMENT, HEALTH AND SAFETY.................................. 13
XII. EMPLOYMENT ISSUES............................................... 13
1. Equal Opportunity...................................... 13
2. Harassment............................................. 13
3. Disability............................................. 13
XIII. INTERNAL COMMUNICATION; ENFORCEMENT
OF POLICY; REPORTING SUSPECTED NON-COMPLIANCE................... 14
XIV. EFFECTS OF FAILURE TO COMPLY WITH CODE.......................... 15
XV. WAIVERS......................................................... 15
XVI. CODE NOT A CONTRACT OF EMPLOYMENT............................... 15
XVII. NAMES AND NUMBERS............................................... 16
iii
CONCORD CAMERA CORP.
CODE OF CONDUCT
I. INTRODUCTION
This Code of Conduct is a statement by Concord Camera Corp. of the
manner in which it intends to conduct its business activities. It sets forth the
standards of conduct and ethics which Concord Camera Corp. requires of each of
its directors, officers and employees and the directors, officers and employees
of each of its subsidiary companies.
This Code of Conduct is not an employment contract. It does not change
the status of any at-will employee of Concord Camera Corp. or any of its
subsidiary companies. Compliance with its terms, however, is a condition to
continued employment and, as the case may be, directorship with Concord Camera
Corp. and its subsidiary companies. Accordingly, each director, officer and
employee of Concord Camera Corp. and each of its subsidiary companies must
acknowledge receipt of this Code of Conduct and agree to be bound by its terms.
Concord Camera Corp. reserves the right to modify this Code of Conduct,
at its sole discretion. Concord Camera Corp. will update these standards from
time to time as it deems appropriate to reflect changes in the legal and
regulatory framework applicable to Concord Camera Corp., the business practices
within its industry, its own business practices and the prevailing ethical
standards of the community in which it operates. It is the responsibility of
each and every individual director, officer and employee of Concord Camera Corp.
and its subsidiaries to comply with this Code of Conduct.
All references in this Code of Conduct to the "Company" include Concord
Camera Corp. and each of its subsidiary companies.
II. CITIZENSHIP AND PUBLIC RESPONSIBILITY
The Code of Conduct is intended to apply to all business activities
conducted on behalf of the Company. The success of the Company is predicated on
conducting its business affairs in a socially responsible manner, while seeking
to promote the most important dynamic of a public company: earning the profits
which make possible the continued existence and growth of the Company,
satisfying investors' expectations of a fair return, providing jobs for
employees, and contributing to the well-being of the various communities in
which the Company does business.
1. Compliance with Laws, Rules and Regulations
Recognition of the public interest must be a permanent Company
commitment in the conduct of its affairs. The activities of all of the Company's
employees, officers and directors (collectively referred to hereinafter as
"Affiliates") acting on its behalf must always be in full compliance with
applicable laws and governmental regulations. In this regard, no Affiliate
should assist a third party in violating any applicable law or governmental
regulation. When there is any doubt as to the lawfulness of any proposed
activity, advice must be sought from the Company's General Counsel or Chief
Executive Officer who, where appropriate, will confer with counsel to the
Company.
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The Company is committed to:
o maintaining a safe and healthy work environment;
o promoting a workplace that is free from
discrimination or harassment based on any legally
protected status including but not limited to sex,
race, national origin, religion or age;
o supporting fair competition and laws prohibiting
restraints of trade and other unfair trade practices;
and
o conducting its activities in compliance with all
applicable governmental laws, rules and regulations,
including all applicable state and federal securities
laws.
Violation of applicable laws or governmental regulations may
subject the Company and any involved Affiliate to severe consequences, including
injunctions, monetary damages (which could far exceed the value of any gain
realized as a result of the violation, and which could be tripled in certain
cases), fines, and criminal penalties, including imprisonment. Actual or
apparent violations of applicable laws or governmental regulations by the
Company and any involved Affiliate can also undermine the confidence of the
Company's investors, creditors and bankers, as well as the general public.
2. Relations with Customers and Other Third Parties
(a) It is the Company's fundamental objective and policy to:
o provide customers with quality merchandise and
service at fair prices;
o deal with customers fairly, honestly and courteously;
o ascertain and satisfy customers needs; and
o live up to obligations to customers and satisfy their
complaints fairly and with dispatch, forever mindful
of the fact that a satisfied customer is a valuable
Company asset.
(b) The Company is also committed to promoting the values of
honesty, integrity and fairness in the conduct of its business and sustaining a
work environment that fosters mutual respect, openness and individual integrity.
Affiliates are expected to deal honestly and fairly with the Company's
customers, suppliers, competitors and other third parties. To this end,
Affiliates shall not:
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o make false or misleading statements to customers,
suppliers or other third parties;
o make false or misleading statements about
competitors;
o solicit or accept any fee, commission or other
compensation for referring a customer to a third
party vendor; or
o otherwise take unfair advantage of the Company's
customers or suppliers, or other third parties,
through manipulation, concealment, abuse of
privileged information or any other unfair dealing
practice.
3. Competition
The purpose of the United States federal and state antitrust
and trade practice laws is to preserve our free enterprise system. These laws
are founded on the belief that the public interest is best served by vigorous
and fair competition, free from collusive agreements among competitors. The
Company is committed to this belief, and while the Company competes aggressively
and creatively in its business activities, its efforts in the marketplace will
be conducted in a fair and ethical manner in strict accordance with the letter
and spirit of applicable antitrust and trade practice laws.
Affiliates must be aware of the serious criminal and civil
consequences of violations of these laws. First, a violation of the antitrust
laws may be prosecuted as a felony, and conviction may result in heavy corporate
and individual fines, and substantial prison sentences. Second, injunctions
obtained by the United States Department of Justice or a State Attorney General,
or orders by the Federal Trade Commission ("FTC"), may place severe restrictions
on the Company. Violation of an injunction is punishable by fine or
imprisonment; and violation of an FTC Order can result in substantial monetary
penalties. Finally, persons injured by violations of certain of the antitrust
laws may sue and recover triple the amount of their actual damages.
The antitrust laws forbid collusion among competitors to
restrain trade and attempts or conspiracies to monopolize by means of predatory
or unfair tactics. They also prohibit certain restrictive arrangements with
customers, particularly those that fix resale prices or otherwise unreasonably
restrain customer sales or purchases of merchandise. Any agreement, mutual
consent or understanding, whether expressed or implied, oral or written, may be
sufficient to establish collusion. It is illegal to collude with competitors to:
(a) raise, lower, maintain, stabilize or otherwise fix
prices, discounts, allowances, credit terms or any
other price elements;
(b) fix the price at which merchandise will be purchased
from suppliers or resold by customers;
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(c) limit or control production or sales;
(d) allocate customers or divide markets or marketing
territories; or
(e) boycott suppliers or customers.
No Affiliate may participate in any such collusive arrangement
or practice with a competitor. Nor may any Affiliate engage in any predatory or
unfair conduct designed to exclude competition; enter into, or discuss, any
arrangement with a customer to fix resale prices; or, except with the prior
written approval of the Company's Chief Executive Officer and its General
Counsel, enter into any arrangement with a customer otherwise restricting the
customer's ability to purchase or sell merchandise.
It is equally important to avoid contacts and dealings with
competitors that might lead to an inference of collusion. Accordingly, no
Affiliate may discuss with a competitor any of the above topics, including
prices (past, present or future), pricing procedures, profit levels, selection
of resources, merchandising plans or other competitive business information. If
a simple refusal to participate is not sufficient to end the discussion, an
Affiliate should leave the meeting and promptly report the incident to the
Company's General Counsel.
Trade associations, trade shows and similar activities are
particularly sensitive because they provide an opportunity for gatherings of
competitors. The Company supports only those trade associations and activities
which perform useful and legitimate functions in our industry. Affiliates may
attend activities of trade associations at which competitors are present only
with management's approval.
4. Proper Accounting and Financial Integrity
All financial transactions must be executed in accordance with
management's general or specific authorization. The Company's books, records and
accounts must reflect, accurately and fairly and within the Company's regular
system of accountability, all of the Company's transactions and the acquisition
and/or disposition of its assets. All transactions must be accurately recorded
to permit the preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") consistently applied and other
applicable rules, regulations and criteria, and to insure full accountability
for all of the Company's assets and activities. Any proposed accounting
adjustment that materially departs from GAAP must be reported to the Audit
Committee of the Board of Directors of Concord Camera Corp. (hereinafter, the
"Audit Committee") and the Company's independent auditors. In addition, all
material off-balance-sheet transactions, arrangements and obligations
(contingent or otherwise), and other relationships of the Company with
unconsolidated entities or other persons that may have material current or
future effects on the financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources or
significant components of revenues or expenses must be disclosed to the Audit
Committee and the Company's independent auditors. Under no circumstances may
there be any unrecorded Company funds or assets, regardless of the purpose for
which the funds or assets may have been intended, or any improper or inaccurate
entry knowingly made on the Company's books and records. No payment on behalf of
the Company may be approved or made with the intention or understanding that any
part of the payment is to be used for a purpose other than as described by the
documents supporting the payment.
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All Affiliates must cooperate fully with the Company's
internal audit staff, independent auditors, the Audit Committee and counsel to
enable them to discharge their responsibilities to the Company. No Affiliate may
interfere with or seek to improperly influence, directly or indirectly, the
auditing of the Company's financial records. Violation of these provisions shall
result in disciplinary action, up to and including termination, and may also
subject the violator to substantial civil and criminal liability.
If an Affiliate becomes aware of any improper transaction or
accounting practice concerning the resources of the Company, he or she should
report the matter immediately to the Company's Chief Financial Officer or to a
member of the Audit Committee. An Affiliate may also file a confidential,
anonymous complaint with the Chairman of the Audit Committee, Xxxxxx X. Xxxxxx,
if the Affiliate has information regarding questionable accounting or auditing
matters. Contact details for Xx. Xxxxxx are set forth in Article XVII below.
There will be no retaliation against Affiliates who disclose questionable
accounting or auditing matters in good faith.
III. USE OF COMPANY ASSETS, FACILITIES AND SERVICES
The use of Company assets, including proprietary information,
facilities or services, for any unlawful, improper or unauthorized purpose is
strictly prohibited.
No Affiliate may make any expenditures or otherwise make any
commitments affecting the Company's assets unless properly authorized.
1. Improper Payments
No payments or gifts of anything of value (in money, property,
discounts, services, rebates or otherwise), regardless of form, may be made or
offered, directly or indirectly, in the conduct of the Company's affairs:
(a) to any domestic or foreign governments, agencies,
officials, employees or agents, for purposes other
than the satisfaction of lawful obligations; or
(b) to any private party, involving the use of the
Company's assets or resources, except in the ordinary
course of business.
Such payments or gifts, whether or not called gratuities and
whether or not expressly or impliedly in exchange for certain conduct, may be
perceived to be bribery or otherwise improper and are prohibited.
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2. Political Contributions
No contributions of Company assets or resources or use of its
facilities, regardless of form, may be made or offered, directly or indirectly,
by any Affiliate to any political party, or any candidate for, or holder of,
political office, either domestic or foreign. Affiliates must refrain from
applying any pressure on or harassment of other Affiliates in political matters.
These restrictions are not intended to prohibit or discourage
Affiliates from making personal contributions to political candidates or parties
of their choice, or from participating in the political process for their own
account and on their own time. Personal political contributions by Affiliates,
however, will not be reimbursed by the Company, directly or indirectly.
3. Safeguarding Assets
Company assets must be safeguarded not only against
inadvertent loss, but also against intentional misappropriation. Assets include
not only cash, fixtures, furniture and equipment, but also merchandise, business
and product plans, trade secrets and other proprietary or confidential
information and related matters.
IV. SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF SERVICES
The selection of a vendor or supplier of goods and/or services to the
Company must be based on quality, need, performance and cost.
In dealing with vendors, it is the responsibility of all Affiliates to
actively promote the best interests of the Company, within legal limits, through
aggressive attention to opportunities and to obtaining fair terms and treatment
for the Company.
V. CONFLICT OF INTEREST; CORPORATE OPPORTUNITIES
No Affiliate may directly or indirectly engage or participate in, or
authorize, any transaction or arrangement involving, or raising questions of,
possible conflict, whether ethical or legal, between the interests of the
Company and the personal interests of the Affiliate.
No Affiliate or any member of his or her family may, directly or
indirectly, acquire or hold any beneficial interest of any kind in any firm or
entity that does, or in the recent past did, business with the Company ("Related
Business"), or which is currently or prospectively competing in any manner with
the Company. This prohibition does not apply to the acquisition or holding of
any security in a Related Business through a mutual fund or of any interest
therein not in excess of 1% of any class of securities listed on a national
securities exchange or traded in an established over-the-counter securities
market. Activities and holdings which have the appearance of impropriety must
also be avoided.
No Affiliate or any member of his or her family may, directly or
indirectly, seek, accept or retain gifts or other personal or business favors
from any Related Business or from any individual or organization seeking to do
business with the Company. Such personal or business favors include any type of
gift, gratuity, use of facilities, favor, entertainment, service, loan, fee or
compensation or anything of monetary value. Specific exceptions to this
prohibition will be made if there is no reasonable likelihood of improper
influence in the performance of duties on the part of the Affiliate on behalf of
the Company and if the personal benefit falls into one of the following
categories:
6
o normal business courtesies, such as meals, involving no more than
ordinary amenities;
o paid trips or guest accommodations in connection with the
Company's business and with the prior approval of the Chief
Financial Officer or Chief Executive Officer;
o fees or other compensation received from any organization in
which membership or an official position is held, but only if
approved by the Chief Financial Officer or Chief Executive
Officer;
o loans from financial institutions made in the ordinary course of
their business on customary terms and at prevailing rates;
o gifts of nominal value (less than $100) during the holiday
season.
No Affiliate or any member of his or her family may serve as a
director, officer or employee of, or consultant to, or otherwise operate, a
competitor or a Related Business without the prior written approval of the
Company's Chief Financial Officer or Chief Executive Officer who, where
appropriate, will confer with counsel to the Company. For purposes of this
Article V, the term "family" shall include spouse, minor or adult children or
step-children, parents, grandparents, grandchildren, or individuals residing in
the employee's household, whether or not related.
If any Affiliate, or member of his or her family, directly or
indirectly owns a financial interest in, or has an obligation to, a Related
Business, and if that interest or obligation is significant to the Affiliate or
family member, neither the Affiliate nor his or her family member may conduct
business with the Related Business without the prior written approval of the
Company's Chief Financial Officer or Chief Executive Officer who, where
appropriate, will confer with counsel to the Company.
No Affiliate and no member of his or her family member may act as a
broker, finder or other intermediary for his or her benefit, or for the benefit
of any third party, in any transaction involving the Company without the prior
written approval of the Company's Chief Financial Officer or Chief Executive
Officer who, where appropriate, will confer with counsel to the Company.
Gifts or entertainment which have an aggregate value in any year in
excess of $100 are considered to be excessive and may not be accepted by any
Affiliate. This prohibition shall also apply to common courtesies and
hospitalities if their scale or nature would in any way appear to affect the
impartiality of the Affiliate or imply a conflict of interest. However, this
prohibition is not meant to preclude an Affiliate's acceptance of business
entertainment that is not intended to influence his or her obligations to the
Company and which is reasonable in nature, frequency and cost; for example, a
lunch, dinner or occasional athletic, social or cultural event, or participation
in corporate promotional events.
7
An Affiliate must make every effort to refuse to accept, or to return,
any gift or gifts from a Related Business exceeding $100 in value. If the
Affiliate determines that the donor would be insulted or embarrassed if the gift
is refused or returned, the Affiliate must promptly report the gift to his or
her supervisor and deliver the gift, or a check payable to the Company for the
fair value of the gift, to the Company's Chief Financial Officer. The Company
will then donate it to charity.
Directors and officers shall notify the Company's General Counsel, and
employees shall notify their immediate supervisor or the General Counsel, of the
existence of any actual or apparent conflict of interest and/or any material
transaction or relationship that reasonably could be expected to give rise to a
conflict of interest.
VI. SECURITIES TRADING
1. Inside Information. Affiliates may not disclose material
nonpublic (i.e., "inside") information concerning the Company to anyone not
employed by the Company, or to any Affiliate who has no business need for such
information, unless and until the information has been publicly released by the
Company.
Affiliates are also prohibited from buying or selling, directly or
indirectly through third parties, the publicly-traded securities of any company,
including the Company, on the basis of material nonpublic information
concerning, or obtained directly or indirectly from or through, the Company.
What is "material"? Material information is information that would be
expected to affect either the investment decision of a reasonable investor or
the market price of the stock. Material information may include information
(whether positive or negative) relating to earnings, dividend actions, mergers
or acquisitions, new products, personnel changes, labor operations, marketing
changes or other matters, each depending upon all the relevant facts and
circumstances. It may at times be difficult to determine materiality,
particularly on a prospective basis, and the facts in each case must be
carefully weighed. It should be remembered that plaintiffs who challenge and
judges who rule on particular transactions or activities have the benefit of
hindsight. Therefore, whenever there is any question concerning materiality, the
Affiliate should either refrain from trading or consult the Company's General
Counsel or Corporate Counsel.
What is "non-public"? Information is non-public if it has not been
disseminated in the Company's annual or periodic reports to shareholders, has
not previously been the subject of a widely disseminated press release intended
for and made available to the public, or has not been widely reported in the
media, market letters, statistical services or the like. The mere existence of
widespread rumors or unconfirmed press speculation concerning the information,
however, does not mean that the information has been adequately disseminated.
8
2. Trading Guidelines. Investment by Affiliates in the Company's
stock is generally desirable and should not be discouraged. However, such
investments must be made with caution and with recognition of the legal
prohibitions concerning the use by corporate "insiders" of confidential
information for their own profit. Guidelines to aid employees in determining
when trading in the Company's stock are appropriate are set forth below. It
should be noted that "trading" includes not only purchases and sales, but also
exercises of options, warrants, puts and calls, etc. The prohibition on the use
of material inside information also extends to the securities of other entities,
such as Related Businesses, as to which an Affiliate may become in possession of
non-public information in the course of his or her employment by the Company.
A. An Affiliate may not trade if the Affiliate has knowledge
of material information about the Company which has not been made widely
available to the investing public. If there are questions whether information
may be material, or if it has not been made widely available to the investing
public, the matter should be discussed with the Company's General Counsel or
Corporate Counsel. Once information has been released by the Company, an
Affiliate must still refrain from trading until sufficient time has passed to
insure that the information has been made widely available to the investing
public. In most cases, an Affiliate should refrain from trading until 48 hours
after release by the Company of the information. If there are questions as to
whether it is appropriate to trade in given circumstances, the Affiliate should
contact the Company's General Counsel or Corporate Counsel for advice before
trading.
B. Directors of Concord Camera Corp. and officers who have
been designated by the Board of Directors as "officers" for securities law
reporting purposes (hereinafter "Executive Officers") must always obtain prior
permission from the Compliance Officer before trading. Other officers may trade
if no limitation on trading has been declared and the officer does not possess
any material information about the Company which has not been publicly
disclosed.
3. Reporting and Other Obligations. Executive Officers, directors
and significant beneficial owners of the Company's common stock are also subject
to specific reporting and other requirements under federal and state securities
laws. Each of these persons will receive questionnaires and requests for
information from the Company from time to time to aid the Company in complying
with these laws. It is incumbent upon such persons to provide such information
promptly, fully and accurately. Each person who is or becomes a beneficial owner
of 10% or more of any class of the Company's securities must also comply with
the reporting requirements and liability provisions of Section 16 of the
Securities Exchange Act of 1934.
VII. ACCURATE AND TIMELY PERIODIC REPORTS
The Company is committed to providing investors with full, fair,
accurate, timely and understandable disclosure in reports and documents that it
files with, or submits to, the U.S. Securities and Exchange Commission ("SEC")
and in other public communications made by the Company. To this end, the Company
shall:
o maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are
properly recorded;
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o maintain books and records that accurately and fairly reflect the
Company's transactions;
o maintain a system of disclosure controls and procedures that will
provide reasonable assurance to management that material information
about the Company is made known to senior management, particularly
during the periods in which the Company's periodic reports are being
prepared; and
o present information in a clear, understandable and orderly manner in
the Company's periodic reports.
All Affiliates are required to cooperate with management of the Company
to help achieve these goals.
VIII. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
Safeguarding confidential information concerning the Company, its
present and prospective business, and its customers, suppliers and investors is
essential to the successful conduct of the Company's business.
All information developed within the Company with respect to its
business is confidential and must not be disclosed or otherwise made available
to any person who is not an Affiliate. If any Affiliate is required by a court
of law or by any governmental body to disclose or otherwise make available such
information, the Affiliate must promptly notify the Company's Chief Executive
Officer and its General Counsel of this requirement so that the Company may
exhaust its legal rights to maintain the confidentiality of such information or
to limit its further disclosure.
All external communications intended for the general public, the
financial community or the press regarding the Company or its business must be
approved in advance by the Company's Chief Executive Officer, its Chief
Financial Officer, and by its General Counsel.
Confidential information encompasses all information relating to: (A)
the business affairs and operations of the Company which is not otherwise
available as public information and includes, but is not limited to, information
or materials concerning (I) vendors, suppliers and customers of the Company
(including mailing lists, credit card or charge card numbers, price and mark-up
determinations, sales or sales trends, and costs of products or services paid by
the Company), (II) Company budgets, business plans and marketing plans, and
(III) proprietary products or processes and any other confidential or nonpublic
information concerning copyrights, trademarks, trade names, service marks,
inventions, patents and products; and (B) all confidential information relating
to any third party with whom the Company is under an obligation of
confidentiality. This information may take a variety of forms, including:
o Confidential or proprietary business documents
o PC disks containing confidential or proprietary information
10
o Blueprints or design idea sketches
o Restricted vendor, supplier or customer information
o Financial data
o Payroll documents or reports
Each Affiliate must keep all papers which include or reflect
confidential information at the principal place of business of the Company or at
such other place or places as the Company may designate from time to time. All
such confidential information should be securely maintained by each Affiliate
and should not be left out in the open or otherwise accessible to unauthorized
persons, and should not be carelessly discarded or discussed in public (e.g., in
an elevator where unauthorized persons may have access to it).
Upon the termination of any Affiliate's employment with the Company,
the Affiliate must deliver to the Company all documents, papers, records, files,
recordings, digital and electronically stored information, computer or
word-processing software, and any and all other materials containing
confidential information; and the Affiliate may not retain any copies,
duplicates, summaries or other descriptions of any of these materials.
Each Affiliate is bound by these obligations with respect to the
confidential information of the Company not only during the period of his or her
employment with the Company, but also following the termination of his or her
employment with the Company.
IX. OWNERSHIP OF INTELLECTUAL PROPERTY
Any and all inventions (I) which are made, conceived, developed or
enhanced by any Affiliate, either alone or together with others, during his or
her employment with the Company, and (II) which relate to the business or
operations of the Company, or result from any work performed by the Affiliate
for the Company, are the sole property of the Company and the Affiliate waives
any and all right or interest that he or she may otherwise have with respect to
any such invention. The term "inventions" means discoveries, improvements and
ideas (whether or not patentable or copyrightable) which relate to any aspect of
the Company's activities or business, or which are made through the use of the
Company's materials, equipment or facilities.
Any Affiliate who makes, conceives, develops or enhances any such
inventions during the term of his or her employment with the Company must
promptly and fully inform the Company in writing of such inventions and, if
requested by the Company, execute, acknowledge and deliver to the Company such
written instruments, and do such other acts or render such assistance, as may be
necessary or appropriate, in the opinion of the Company, to confirm the title of
the Company to such inventions and its right to obtain and maintain letters
patent or similar protection with respect thereto.
11
X. COMPETITION WITH THE COMPANY
No Affiliate may, during the term of his or her employment with the
Company, engage in any of the following activities, directly or indirectly:
(a) be or become interested in or associated with, or represent or
otherwise render assistance or services to (whether as an
officer, director, stockholder, partner, consultant,
contractor, owner, employee, agent or creditor, or otherwise),
any business that is then, or which then proposes to become, a
competitor of the Company anywhere in the world; except that
the Affiliate may own, solely as an investment, the securities
of any business if such ownership is (I) not as a controlling
person of such business; (II) not as a member of a group that
controls such business, and (III) not as a direct or indirect
beneficial owner of 5% or more of any class of securities of
such business and such business is listed on a national
securities exchange or traded in an established
over-the-counter securities market;
(b) induce or seek to influence any other Affiliate (or any
consultant to) the Company to leave its employ (or terminate
its consultancy) or to become financially interested in a
similar business;
(c) aid a competitor or supplier of the Company in any attempt to
hire any person who has been employed by, or who was a
consultant to, the Company within the one-year period
preceding the date of any such aid;
(d) induce or attempt to influence any person who was a customer
or supplier of the Company during such period to transact
business with a competitor of the Company or not to do
business with the Company;
(e) provide any business or assistance directly or indirectly to
any competitor or supplier of the Company or to any person
formerly employed by the Company or formerly acting as a
consultant to the Company; or
(f) aid, assist or transact any business with any person who was
an employee of, or a consultant to, any customer of the
Company.
These restrictions, however, do not prohibit any Affiliate from (I)
serving on the board of directors of a reasonable number of other corporations
not engaged in competition with the Company or the boards of a reasonable number
of trade associations and/or charitable organizations; (II) engaging in
charitable activities and community affairs; or (III) being involved in other
business transactions, provided only that these activities do not interfere with
the proper performance of his or her duties and responsibilities as an Affiliate
of the Company.
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XI. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to environmental, health and safety protection
for its Affiliates, customers, neighbors and others who may be affected by its
products or activities.
The laws and regulations in this area are complex, and violations can
result in severe criminal and civil penalties for the Company and responsible
Affiliates. If an Affiliate is faced with an environmental, health or safety
issue, the Affiliate should promptly contact the Company's executive in charge
of the office in which the Affiliate works to discuss that matter.
XII. EMPLOYMENT ISSUES
1. Equal Opportunity. The Company affords equal opportunity for
employment, including equal treatment in hiring, promotion, training,
compensation, termination and disciplinary action, to all individuals regardless
of race, color, religion, national origin, sex (except where sex is a bona fide
occupational qualification), sexual preference, marital status, veteran status,
physical or mental disability (except where the disability is a job-related
disqualifying factor), or any other status protected by law. Unlawful
discrimination can expose the Company to substantial damages and unfavorable
publicity. All Affiliates are required to conduct their Company activities with
due regard to this policy.
2. Harassment. It is the Company's policy to maintain a work
environment free from all forms of harassment and to insist that all Affiliates
be treated with dignity, respect and courtesy. Any comments or conduct relating
to a person's race, religion, age, sex or ethnic background that fail to respect
the dignity and feelings of the individual are unacceptable. Also unacceptable
are comments or conduct of a sexual nature, where such behavior tends to
threaten or offend a fellow Affiliate. Affiliates are cautioned that even joking
or mild comments or conduct may violate this policy. It is the Company's goal
that such comments or conduct not occur and should they occur, that they be
rectified fairly and quickly.
3. Disability. The Company is required to make reasonable
accommodations to the known physical or mental limitations of a qualified
employee or applicant with a disability if, with these accommodations, the
person can perform the essential functions of his or her job. The Company may be
excused from making a reasonable accommodation if the accommodation would impose
an "undue hardship" on its business.
XIII. INTERNAL COMMUNICATION; ENFORCEMENT OF POLICY; REPORTING SUSPECTED
NON-COMPLIANCE
1. Internal Communication
The policies contained in this Code of Conduct will be communicated to
all Affiliates, each of whom will be required to sign the attached Certificate
of Compliance at least once. New Affiliates will be required to do so at the
date of their initial employment. Other Affiliates will be required to do so
upon their receipt of this Code of Conduct.
13
The current version of this Code of Conduct, as the same may
be modified by the Company from time to time in its sole discretion, shall be
posted on the Company's internet website: xxx.xxxxxxx-xxxxxx.xxx. It is
currently posted on the Investor Relations page of the website. Affiliates will
be notified when a new version of the Code of Conduct has been posted on the
website or otherwise distributed or made available to Affiliates, and will be
asked to acknowledge that they have read and will abide by the then current
version of this Code of Conduct.
2. Enforcement of Policy; Reporting Suspected Non-Compliance
a. General Policy. To assist in the administration of the Code
of Conduct, the Company has established the position of Compliance Officer. The
Company's General Counsel, Xxxx Xxxxxxxxx, is currently acting as the Compliance
Officer. As part of its commitment to ethical and legal conduct, the Company
expects its Affiliates to bring to the attention of the Compliance Officer, or
any of the people he or she designates, information about suspected violations
of this Code of Conduct or of law by any Affiliate or agent of the Company.
Employees who have information about suspected improper accounting or auditing
matters should bring it to the attention of the Chief Financial Officer and/or a
member of the Audit Committee, or submit an anonymous complaint. Employees are
required to come forward with any such information, without regard to the
identity or position of the suspected offender. The Company will treat the
information in a confidential manner to the extent possible (consistent with
appropriate evaluation and investigation) and will seek to ensure that no acts
of retribution or retaliation will be taken against anyone for making a report
in good faith.
Because failure to report criminal activity can itself be
understood to condone the crime, we emphasize the importance of reporting.
Failure to report knowledge of wrongdoing may result in disciplinary action
against those who fail to report.
b. Complaint Procedure. Information about known or suspected
violations by any Affiliate or agent of the Company should be reported promptly.
Whenever practical an employee should do so in writing. Reports of violations
will be investigated under the Compliance Officer's supervision, as he or she
finds appropriate. Employees are expected to cooperate in the investigation of
reported violations.
c. Confidentiality. In order to encourage uninhibited
communication of such matters, such reports will be treated confidentially to
the fullest extent possible. Affiliates should be aware that the Compliance
Officer, and those assisting him or her are obligated to act in the best
interests of the Company, and do not act as personal representatives or lawyers
for employees or other Affiliates.
d. Protection Against Retaliation. Retaliation in any form
against an individual who reports a violation of this Code of Conduct or of law,
even if the report is mistaken, or who assists in the investigation of a
reported violation, is itself a serious violation of this Code of Conduct. Acts
of retaliation should be reported immediately and will be disciplined
appropriately.
14
XIV. EFFECTS OF FAILURE TO COMPLY WITH CODE
Conduct violative of this Code is expressly forbidden. It is important
that each Affiliate comply not only with the letter but, equally importantly,
with the spirit of this Code. Any Affiliate whose conduct violates this Code
will be subject to disciplinary action by the Company, including, in the
Company's discretion, discharge and/or forfeiture of any benefits or rights
(including contractual rights) which, under applicable law, are forfeitable upon
a discharge for cause, and to the enforcement of such other remedies as the
Company may have under applicable law.
The summaries of laws contained in this Code are brief and necessarily
omit many subtleties and variations that exist in such laws, as well as other
laws that may impose requirements upon the Company. In addition, laws which
affect the Company may be supplemented, amended or repealed from time to time.
Therefore, an Affiliate should request prior advice from the Company's General
Counsel or Chief Executive Officer who, where appropriate, will confer with
counsel to the Company, if the Affiliate has any question or uncertainty
concerning the impact of applicable laws upon his or her Company activities.
XV. WAIVERS
A waiver of a provision of this Code of Conduct may be made for a
director or Executive Officer only if approved by resolution of the Company's
Board of Directors. A provision of this Code of Conduct may be waived for any
other Affiliate only with the approval of the Company's Chief Executive Officer.
Any waiver of this Code granted to a director or Executive Officer, and changes
made to this Code, will be publicly disclosed in a prompt manner as required by
applicable laws and regulations.
XVI. CODE NOT A CONTRACT OF EMPLOYMENT
This Code is not a contract of employment nor is it meant to limit the
Company's rights to discipline or terminate employees for any acts or omissions,
including those not set forth as part of this Code of Conduct. Neither does this
Code of Conduct change the status of any at-will employee. The Company retains
all of its rights in connection with the discipline and/or termination of
Affiliates. This Code of Conduct is in addition to any employment contract that
an Affiliate may have with the Company.
15
XVII. NAMES AND NUMBERS
Chief Executive Officer Xxx X. Xxxxxxx (000) 000-0000
Chief Financial Officer Xxxxxx Xxxx (000) 000-0000
General Counsel Xxxx Xxxxxxxxx, Esq. (000) 000-0000
Outside Counsel Xxxxx Xxxxxxxxx, Esq. (000) 000-0000
Kronish Xxxx, Xxxxxx
& Xxxxxxx
0000 Xxx. xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Chairman of the Audit Committee Xxxxxx X. Xxxxxx (000) 000-0000
0 Xxxx Xxxxx Xxxx
Xxxxx Xxxx, XX 00000
16
[CONCORD LOGO]
EXHIBIT C
CONCORD CAMERA CORP.
DETAILED JOB DESCRIPTION
-
JOB TITLE: Chief Financial Officer ("CFO")
LOCATION: Hollywood, Florida
DEPARTMENT: Finance and Accounting/Executive
REPORTS TO: Chief Executive Officer
JOB PURPOSE:
The CFO is responsible for managing and directing the Company's worldwide
Finance and Accounting organization(s) ("organization"), including its fiscal
and reporting functions in accordance with generally accepted accounting
principles issued by the Financial Accounting Standard Board, the Securities and
Exchange Commission, other regulatory and advisory organizations and in
accordance with financial management techniques and practices appropriate for
public companies. Building a "world class" effective and efficient organization,
with the requisite skills and experience to support and contribute to the growth
of the Company, and to align the organization with the other Company business
units, by providing the requisite support unit, being a resource and a building
block. Gate keeper of the Company's finances and internal controls and a key
member of and contributor to the senior executive management team.
ESSENTIAL DUTIES AND RESPONSIBILITIES:
o Plan, develop, organize, implement, direct and evaluate the
company's fiscal function and performance.
o Participate in the development of the company's plans and programs
as a strategic partner.
o Evaluate and advise on the impact of long range planning, including
introduction of new programs/strategies.
o Develop credibility for the finance group by providing timely and
accurate analysis of budgets, financial reports and financial trends
in order to assist the CEO and the Board of Directors, and other
senior management executives in performing their duties and
responsibilities.
o Enhance and/or develop, implement and enforce policies and
procedures of the company by way of systems that will improve the
overall operation and effectiveness of the company.
o Establish credibility throughout the company and with the Board of
Directors as an effective developer of solutions to business
challenges.
o Provide technical financial advice and knowledge to others within
the financial discipline.
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o Continual improvement of the budgeting process through education of
department managers on financial issues impacting their budgets.
o Regulatory compliance related to the applicable Securities Laws and
Regulations, including Sarbanes Oxley.
o Internal control(s).
o Provide strategic financial input and leadership on decision making
issues affecting the company, i.e. evaluation of potential alliances
acquisitions and/or mergers and pension funds and investments.
o Optimize the handling of bank and deposit relationships and initiate
appropriate strategies to enhance cash position.
o Develop a reliable cash flow projection process and reporting
mechanism which includes minimum cash threshold to meet operating
needs.
o Be an advisor from the financial perspective on any contracts into
which the company may enter.
o Evaluation of the finance division structure and team plan on an
worldwide basis for continual improvement of the efficiency and
effectiveness of the company and its subsidiaries and affiliates as
well as providing individuals with professional and personal growth
with emphasis on opportunities (where possible) of individuals.
o Financing, including institutional and capital markets.
o Lead Company to achieve Section 404 certification.
ADDITIONAL DUTIES AND RESPONSIBILITIES:
o Accomplish all tasks as appropriately assigned or requested.
QUALIFICATIONS:
EXPERIENCE AND COMPETENCIES
o Minimum of twenty (20) years experience in Finance and Accounting.
o Experience at a "Big 5" firm:
o Rising to partner level, or in the alternative to the senior
manager level
o Experience with public companies:
o Entrepreneurial style - large small cap or mid-cap companies
o Multinational
o Manufacturing & Distribution
o Involved in public offerings including debt & equity
o Bank and/or institutional financing(s)
o SEC filings including forms 8-K, 10-K and 10-Q and Annual
Proxy
o Retail Sales
DISCLAIMER: Nothing in this job description restricts management's right to
assign or reassign duties and responsibilities to this job at any time. This job
description is not an employment agreement or contract, implied or otherwise.
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o Experience at CFO level in a large small cap, or a mid-cap
multi-national, manufacturing (Electronics and/or similar products)
and distribution (to large retailers and distributors worldwide)
company that is publicly held and has an entrepreneurial style -
direct report to CEO.
o Experience in growing a company significantly in excess of its
current size and capacity despite current size and years of
existence it would be helpful if the candidate had an understanding
of how to create or improve the infrastructure of a company with
sharp growth prospects.
o Consistency and continuity of prior positions (long tenure at prior
employers)
o A very good technical background related to accounting and auditing
(including FASB and SEC requirements) and an understanding of
worldwide tax matters (including transfer pricing).
o A good problem solver - capable of bringing solutions to the CEO
o Articulate and able to think on his/her feet
o Excellent verbal and written communicator able to communicate
clearly and concisely
o Ability to delegate
o Good people skills
o Experience in raising capital and with structuring debt and/or
equity instruments
o Experience in dealing with investors, money managers and analysts
o Experience in dealing with Investment Bankers
o Should have European, Hong Kong/China, Southeast Asia experience,
including Japan and Korea
o Experience with domestic and international HR type issues
o Demonstration of getting through tough issues/situations - battle
tested
o Experience with selection of and understanding the operation of IT
systems
o Take charge personality
o Operation savvy - understands the business and is able to translate
it to the financial needs, both financial reporting and financing
o Ability to deal with auditors, tax and legal advisors at a senior
level
o Creative and able to think outside the box
o Accustomed to and acclimated to both domestic and international
travel
o SAP experience desirable
o Experience in dealing with Public Offerings desirable
o Experience in conducting business with worldwide retailers and
manufacturers, and supply chain
LICENSES AND EDUCATIONAL REQUIREMENTS:
o Certified Public Accountant
o Master's Degree (MA) or equivalent, i.e. Finance, Mathematics,
Taxation etc.
DISCLAIMER: Nothing in this job description restricts management's right to
assign or reassign duties and responsibilities to this job at any time. This job
description is not an employment agreement or contract, implied or otherwise.
3 of 4
SUPERVISORY RESPONSIBILITIES:
o The incumbent will be responsible for managing the worldwide Finance
and Accounting functions in the Americas (USA and Canada), Europe
(United Kingdom, France and Germany) and Asia (Japan, Hong Kong and
China) and will have key direct reports in the areas of Finance and
Accounting in all of the above locations
o The incumbent will report to the CEO and work very closely with
other senior management executives in the organization such as the
XXX, Xx. Executive VP, General Counsel and the Senior VP and
Director of Global Sales and Marketing.
PHYSICAL, MENTAL AND ENVIRONMENTAL CONDITIONS OF THE JOB:
o While performing the duties of this job, the employee is
occasionally required to stand; sit; use hands to finger, handle or
feel objects, tools or controls; reach with hands and arms; climb
stairs; balance; stoop, kneel, xxxxxx or crawl; talk or hear; taste
or smell and be mobile. Specific vision abilities required by the
job include close vision, distance vision, color vision, peripheral
vision, depth perception, and the ability to adjust focus.
WORKING CONDITIONS:
o The position requires long work hours both in and out of the office.
o The position necessitates work on weekends and public holidays as
and when required.
o The position has a high degree of job stress
o The position requires travel within the Americas and within Europe
and Asia.
WORK HABITS:
o The individual must develop and maintain courteous and effective
working relationships with senior executive management, those in the
organization and external organizations as required in the course of
conducting business.
o The individual must maintain regular and reliable attendance and be
dependable, including being available out of normal office hours.
I have read and understand this explanation and job description.
Signature: ___________________________
Print Name: ___________________________
Date: ___________________________
DISCLAIMER: Nothing in this job description restricts management's right to
assign or reassign duties and responsibilities to this job at any time. This job
description is not an employment agreement or contract, implied or otherwise.
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