Exhibit 10.7
Global Payment Technologies, Inc.
000-X Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Effective November 7, 2005
Xx. Xxxxxxx Xxxxxx
8176 Natures Way
Apartment 00
Xxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxx:
This letter constitutes our agreement with respect to your employment
as Chief Executive Officer and President of Global Payment Technologies, Inc.
(the "Company").
1. Employment. You are hereby employed as the Company's President and Chief
Executive Officer with duties and responsibilities customary to such positions.
During the employment term, you will devote your full business time and
attention to the affairs of the Company.
2. Salary; Benefits. The Company will pay you an annual salary of $225,000 per
year. You shall also be eligible to receive all benefits available to senior
executives of the Company in accordance with Company plans in effect during your
employment.
3. Term. Subject to the provisions hereof, your employment commences effective
on the date hereof and will continue for one year and will continue thereafter
for consecutive periods of one year, unless, no later than ninety (90) days
prior to the expiration of the then-current employment year, either you or the
Company give written notice to other electing not to extend your employment.
Your employment will terminate immediately upon (i) your death, (ii) or
upon written notice from the Board of Directors as a result of your incapacity
due to physical or mental illness, resulting in your inability to perform the
essential functions of your position for a period of ninety days during any
twelve month period. In addition, the Company may terminate your employment for
"good cause" which shall mean (i) your conviction, or the entering of a plea of
nolo contendere, with respect to a felony or any material criminal action on
your part or; (ii) your willful and continued failure to perform your material
duties as Chief Executive Officer and President of the Company, which failure is
not remedied within a reasonable cure period after notice from the Board of
Directors.
Notwithstanding any other provision hereof, in the event that there is
a change of control of the Company where the transaction is entered into during
the first six months hereof, the Company shall have the right to terminate this
agreement at the closing of the transaction but shall pay you the sum of $25,000
and if there is a change of control of the Company where the transaction is
entered into within the second sixth month period after the date hereof, the
Company shall also have the right to terminate such agreement upon the closing
of such transaction and upon payment to you of the sum of $50,000.
4. Expenses. During the first 12 months of your employment and recognizing you
now live in Florida, the Company will pay your reasonable living expenses for an
apartment in Long Island, New York (not to exceed $2,000 a month) so that you
may perform your services at the Company's offices in Hauppauge, New York. In
addition, the Company will pay you an automobile allowance (not to exceed $500
per month) during this period to enable you to perform your duties.
5. Stock Options. You are hereby granted options to purchase 250,000 shares of
the Company's common stock at an exercise price equal to $2.85 (the closing
price on November 7, 2005). One-third of such options (83,333) will vest on the
first anniversary of the date of your employment, one-third of such options
(83,333) will vest on the second such anniversary and the final one-third
(83,334) will vest on the third anniversary. The exercise period for such option
will be seven years and have such other terms as are set forth herein and in the
Option Contract being executed this date and annexed as Exhibit A. All of your
stock options will vest and become fully exercisable upon a sale of
substantially all of the assets of the Company or any sale or merger or other
event that results in a change of control of the Company if such transaction
occurs with an entity first introduced to the Company after the effective date
hereof. Subject to approval by the Company's shareholders, the Company will
grant you options to purchase an additional 250,000 shares of the Company's
common stock at a price equal to the fair market value of the Company's common
stock on the date that the shareholders approve such additional options. If
approved, these options will also vest over a three year period and will have
the same provisions as the options described above.
This will also confirm our agreement that in the event we both mutually
agree, instead of the additional 250,000 options described above, the Company
may provide you with additional compensation in an alternative form (e.g.,
"restricted stock"), subject to our mutual agreement with respect thereto.
The foregoing is our entire agreement and may not be amended or changed
except in a writing signed by the party against whom the same is sought to be
enforced, shall be governed by the laws of New York, and any dispute hereunder
shall be resolved solely in the Supreme Court of the State of New York, New York
County or the United States District Court for the Southern District of New
York. Each of the parties hereby agrees to the jurisdiction and venue of such
courts with respect to all matters relating hereto.
Please confirm our agreements below.
Very truly yours,
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:
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Name:
--------------------------------
Title:
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AGREED TO AND ACCEPTED
AS OF THE EFFECTIVE DATE HEREOF:
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Xxxxxxx Xxxxxx
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