Exhibit 10.6
Employment Agreement with Xxxxx Xxxxxxxxxxx
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of the 13th of October, 2000 between XXXXX
XXXXXXXXXXX (the "Employee"), and RETURN ASSURED INCORPORATED, formerly Hertz
Technology Group, Inc., a Delaware corporation (the "Company").
1. Period. Subject to the terms and conditions hereof, the term of
employment of Employee under this Agreement shall be for the period (the
"Employment Period") commencing on the effective date of the merger (the
"Merger") of Return Assured Incorporated, a Nevada Corporation, with a wholly
owned subsidiary of the Company (the "Commencement Date") and terminating on the
expiration of one (1) year from such date, unless sooner terminated by the death
of Employee or as provided in Paragraphs 5, 6 or 7 hereof.
2. Duties and Responsibilities. The Company shall employ Employee and
Employee accepts such employment as Chief Financial Officer of the Company
during the Employment Period. Employee shall serve as Chief Financial Officer
and perform services consistent with his title and experience subject to
direction by the Board of Directors and Chief Executive Officer of the Company.
During the Employment Period, Employee shall devote most of his business time to
Company's business and shall perform his duties in a diligent, trustworthy,
loyal and businesslike manner, it being understood that Employee shall not be
required to work hereunder more than Seven hours a day Monday through and
including Thursday of each week.
3. Compensation and Benefits.
(a) Employee's compensation shall consist of base compensation at the
annual rate of $125,000 payable in 26 equal payments.
(b) Employee shall be entitled to such increase in base compensation or
bonuses as and when determined by the Board of Directors.
(c) Except as otherwise provided herein, Employee shall be entitled to
participate, to the extent he qualifies, in any bonus or other incentive
compensation, profit-sharing or retirement plans, life or health insurance plans
or other benefit plans maintained by the Company, upon such terms and conditions
as are made available to executives of the Company, generally. Employee shall
also be entitled to the use of an automobile of the type currently made
available to him by the Company and all related expenses such as repair,
maintenance, gas, insurance and parking. In lieu of receiving medical insurance,
the Employee may elect to take in cash the cost of the premiums that would
otherwise be payable by the Company for such insurance.
(d) Employee shall be entitled to reimbursement of all reasonable,
ordinary and necessary business related expenses incurred by him in the course
of his duties including a cell phone, computer and use of a DSL line at speed of
1.54mb at his home.
(e) Employee shall be entitled to five full weeks of paid vacation during
each calendar year. Employee shall be entitled to have any part of his unused
vacation time paid by the Company.
4. Stock Options. Employee is currently holding of options to purchase an
aggregate of 156,667 shares of the Common Stock of the Company at the exercise
price and for the escrow periods reflected in Schedule A attached hereto. The
Company shall modify such options so that they shall vest immediately upon the
Merger and continue to be exercisable by Employee on the same terms and
conditions except that they shall remain exercisable until the expiration of the
exercise period irrespective of whether Employee remains an employee of the
Company.
5. Termination in Case of Death or Total Disability. In case of a Total
Disability, which for this purpose shall mean that as a result of illness or
injury, Employee is unable substantially to perform his duties hereunder for a
period of at least two hundred and seventy (270) consecutive days, the Company
may terminate Employee's employment hereunder upon giving Employee at least
thirty (30) days' written notice of termination; provided, however, that if
Employee is eligible to receive disability payments pursuant to the disability
insurance policy paid for by the Company, Employee shall assign such benefits to
the Company for all periods as to which he is receiving full payment under this
Agreement. If Company fails to maintain such Disability Insurance, it would be
liable to continue and pay Employee base compensation for a period of 12 months.
In case of a death, the Company will pay Employee's beneficiary an amount equal
to his than yearly basic compensation. Company may elect to have Employee
covered by Life Insurance equal to 110% of his base compensation at the
Commencement date.
6. Other Termination by the Company.
(a) The Company may terminate Employee's employment for Cause (as defined
in sub-paragraph (b) below); provided, however, that the Company shall not
terminate this Agreement for reasons set forth in Section 6(b)(i) unless the
Company shall first have delivered to Employee a notice which specifically
identifies such Cause and Employee shall not have cured the same within hundred
and twenty (120) days after receipt of such notice (the "Cure Period").
(b) "Cause" shall mean (i) a material breach by Employee of the terms,
covenants, agreements or representations set forth herein, or (ii) Employee
willingly engaging in misconduct which is materially injurious to the Company.
7. Termination by Employee for "Good Reason". Employee may terminate his
employment for "Good Reason" if:
(a) He is assigned, without his express written consent, any duties
inconsistent with his positions, duties, responsibilities, authority and status
with the Company as of the date hereof, or a change in his reporting
responsibilities or titles as in effect as of the date hereof; or
(b) His compensation or benefits are reduced or full payment delayed or
interrupted for more than 2 weeks.
8. Liquidated Damages. It is understood that (i) if Employee shall elect
to terminate his employment for a Good Reason (as defined above) or (ii) his
employment is terminated by the Company otherwise than as provided in Section 5
and 6, Employee will suffer damages, which will be difficult to calculate.
Consequently, in the event of a termination of Employee's employment for either
of these reasons, Employee shall be entitled by way of liquidated damages and
not as a penalty to receive a single lump sum payment in an amount equal to the
amount of the basic compensation payments under Section 3(a) that, but for his
termination of employment under this Section 8, would have been payable to
Employee for the remainder of the Employment Period.
The Company shall make such payment to Employee within fifteen (15)
days following his termination of employment for the reason set forth in this
Section 8. Employee shall not be required to mitigate the amount of any payment
provided in this Section 8 nor shall the amount payable under this Section be
reduced by any compensation earned by Employee after the date of his termination
of employment.
9. Confidentiality.
(a) Employee agrees that during the Employment Period or at any time
thereafter he will not, directly or indirectly, use for his own benefit or for
the benefit of any third party, or reveal or cause to be revealed to any person,
firm, entity or corporation, any Confidential Information (as defined herein)
which relates to the Company or its customers. Confidential Information shall
include, but not be limited to, trade secrets, supplier lists, customer lists,
intellectual property and any other information, whether or not proprietary,
which relates to the business of the Company and which otherwise is not
considered to be public information; provided, however, that the parties
acknowledge that it is not the intention of this paragraph to include within its
subject matter (i) information not proprietary to the Company, (ii) information
which is then in the public domain, or (iii) information required to be
disclosed by law.
(b) Employee acknowledges that a violation of any of the covenants
contained in this section 9 may cause irreparable injury to the Company and that
the Company will be entitled, in addition to any other rights and remedies it
may have, to injunctive relief; provided, however, that nothing contained herein
constitutes a waiver by Employee of his rights, and the rights to contest the
existence of any such violation of such covenants.
(c) In the event the covenants contained in this section 9 should be held
by any court or other duly constituted judicial authority to be void or
otherwise unenforceable in any particular jurisdiction or with respect to any
particular activity, then such covenants so affected shall be deemed to have
been amended and modified so as to eliminate there from the particular
jurisdiction or activity as to which such covenants are so held to be void or
otherwise unenforceable, and, as to all other jurisdictions and activities
covered hereby, the terms and provisions hereof shall remain in full force and
effect.
10. Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be enforceable by the parties hereto, their personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
11. Notice. Any notice, request, instruction or other document to be given
hereunder by any party shall be in writing and shall be deemed to have been duly
given when delivered personally or five (5) days after dispatch by registered or
certified mail, postage prepaid, return receipt requested, to the party to whom
the same is so given or made:
If to the Company
addressed to: Return Assured Incorporated
000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Attn: Xxxxxxx Xxxxx
With a copy to: Xxxxxx Gottbetter & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxxx, Esq.
If to Employee to: Xxxxx Xxxxxxxxxxx
0 Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
With a copy to: Morse, Zelnick, Rose & Lander, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
12. Governing Law; Change or Termination. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed in New York, and may not be
changed or terminated orally.
13. Validity. The invalidity or unenforceability of any provision of this
Agreement in any respect shall not affect the validity or enforceability of such
provision in any other respect or of any other provision of this Agreement, all
of which shall remain in full force and effect.
14. Amendment and Waiver.
(a) This agreement may not be amended or waived except in a writing
executed by the party against which such amendment or waiver is sought to be
enforced. No course of dealing between or among any persons having any interest
in this Agreement will be deemed effective to modify or
amend any part of this Agreement or any rights or obligations of any person
under or by reason of this Agreement.
(b) The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power or privilege under this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege.
IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be duly executed and delivered as of the date first hereinabove
written.
RETURN ASSURED INCORPORATED
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Chief Executive Officer
/s/ XXXXX XXXXXXXXXXX
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XXXXX XXXXXXXXXXX
