EXHIBIT 10.21
AGREEMENT ("Agreement"), dated as of February 1, 2002 between XXXXX X.
XXXXXXXX, residing at 00 Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000
("Executive"), and FIREBRAND FINANCIAL GROUP, INC., a Delaware corporation
having its principal office located at Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("Company").
WHEREAS, the Board of Directors of the Company has elected Executive as
the Chairman, President, Chief Executive Officer and Secretary of the Company as
of January 1, 2002, to succeed Xxxx Xxxxxxxxxx, who resigned as President and
Chief Executive Officer of the Company effective December 31, 2001.
WHEREAS, Executive is a party to an employment agreement with the
Company dated as of May 1, 1996 as supplemented by an Agreement dated as of
April 28, 1999 (collectively, " Prior Agreement").
WHEREAS, this Agreement shall supercede the Prior Agreement, which
shall be of no further force or effect.
NOW THEREFORE, for valuable consideration, the sufficiency and receipt
of which is hereby acknowledged, the parties hereto, hereby agree as follows:
1. Employment, Duties and Acceptance. The Company hereby employs
Executive as its Chairman, President, Chief Executive Officer and Secretary.
Executive accepts such employment and agrees to devote as much business time and
energies as he deems necessary to perform his duties hereunder. Nothing herein
shall be construed as preventing Executive from engaging in other employment or
advisory services and making and supervising personal investments, provided
Executive believes they will not interfere with the performance of Executive's
duties hereunder.
2. Compensation and Benefits. Executive's salary shall be $10,000 per
month, commencing February 1, 2002. Executive shall also be entitled to such
medical, life, disability and other benefits as are generally afforded to other
senior executives of the Company. The Company will also pay or reimburse
Executive for all business expenses reasonably incurred by Executive.
3. Term and Termination. Executive's employment shall commence as of
January 1, 2002 and shall continue until either party gives the other notice to
terminate employment at the end of any month, at least five days prior to the
end of such month.
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4. Executive Indemnity. The Company agrees to indemnify Executive and
hold Executive harmless against all costs, expenses (including, without
limitation, reasonable attorneys' fees) and liabilities (collectively, "Losses")
reasonably incurred by Executive in connection with any claim, action,
proceeding or investigation commenced by someone other than the Company brought
against or involving Executive with respect to, arising out of or in any way
relating to Executive's employment with the Company or any of its subsidiaries
or Executive's service as a director of the Company or any of its subsidiaries;
provided, however, that the Company shall not be required to indemnify Executive
for Losses incurred as a result of Executive's intentional misconduct or gross
negligence (other than matters where Executive acted in good faith and in a
manner he reasonably believed to be in and not opposed to the Company's best
interests). Executive shall promptly notify the Company of any claim, action,
proceeding or investigation under this paragraph and the Company shall be
entitled to participate in the defense of any such claim, action, proceeding or
investigation and, if it so chooses, to assume the defense with counsel selected
by the Company; provided that Executive shall have the right to employ counsel
to represent him (at the Company's expense) if Company counsel would have a
"conflict of interest" in representing both the Company and Executive. The
Company shall not settle or compromise any claim, action, proceeding or
investigation without Executive's consent. The Company further agrees to advance
any and all expenses (including, without limitation, the fees and expenses of
counsel) incurred by the Executive in connection with any such claim, action,
proceeding or investigation.
5. Miscellaneous Provisions. This Agreement sets forth the entire
agreement of the parties relating to the employment of Executive and supersedes
all prior negotiations, understandings and agreements, including the Prior
Agreement. No provisions of this Agreement, may be waived or changed except by a
writing by the party against whom such waiver or change is sought to be
enforced. All questions with respect to the construction of this Agreement, and
the rights and obligations of the parties hereunder, shall be determined in
accordance with the law of the State of New York applicable to agreements made
and to be performed entirely in New York.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
EXECUTIVE
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XXXXX X. XXXXXXXX
FIREBRAND FINANCIAL GROUP, INC.
By: _______________________________
Xxxxx Xxxxxxxxx, Vice Chairman
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