This CEO Employment Agreement (the “Agreement”) is entered into by and between Jeffrey
Exhibit 6.7
This CEO Employment Agreement (the “Agreement”) is entered into by and between Xxxxxxx
X. Xxxxxx (“Executive”) and RADAR USA Inc. (the “Company”) effective as of November 1st, 2021 (“Effective Date”).
1. Position and Duties. On May 4th, 2021, Executive was appointed by the Company’s Board of Directors to serve as the Company’s Chief Executive Officer (“CEO”). Executive will report to the Company’s Board of Managers (the “Board”) and shall have authority to make decisions and execute binding agreements on behalf of the Company consistent with the authority granted by the Board. In performing his duties, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company which are normally associated with the position of Chief Executive Officer. Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Board. In his capacity as CEO, Executive will perform his duties from his residence in Gambrills, Maryland and the Company’s principal offices located in Philadelphia, Pennsylvania provided, however, that the Company may from time to time require that Executive travel on Company business to such other locations and for such periods as will be necessary to carry out his responsibilities or as may be directed by the Board. By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company.
2. Employment Term. Executive’s employment under this Agreement will commence on the Effective Date. Executive’s employment is “at will,” and may be terminated by Executive or the Company at any time with cause upon providing written notice pursuant to the provisions of Section 10 below.
3. Obligations of Executive. During the Employment Term, Executive agrees to devote his business efforts and time to the Company and will discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of the Company’s written policies. Executive further agrees to comply with the term and conditions of the Company’s Nondisclosure Agreement. Executive further agrees that during the Term and for a period of six months after termination of this Agreement, he will not, either directly or indirectly, solicit any employee of the Company to leave the service of the Company or any way interfere with the relationship between the Company and the employee or induce or attempt to induce any investor, customer, lender, or any other business relationship entered into by the Company to cease doing business with the Company or interfere in any way with the relationship between the Company and any such investor, customer, borrower, lender or business associate.
4. Compensation and Benefits. Beginning on November 1st, 2021, the Company will pay Executive the sum of Five Thousand Dollars ($5,000) per month, payable pro-rata on the 1st day of each month in regular periodic payments based upon a 365 day fiscal year in
accordance with the Company’s normal payroll practices and procedures. All of Executive’s compensation shall be subject to customary and normal withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.
5. Expenses. The Company will reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with performance of services as Executive on behalf of the Company during the Term and will agree to reimburse Executive for reasonable travel and hotel expenses he incurs when travelling to and from his residence in Gambrills, Maryland to the Company’s principal offices located in Philadelphia, Pennsylvania in accordance with applicable Company policies and guidelines, in each case during the period of his employment with the Company.
6. Indemnification. The Company shall indemnify Executive with respect to activities he undertakes in performing his duties under this Agreement to the fullest extent provided by the Company’s Operating Agreement and its governing documents, as permitted under applicable laws and to the same extent as the Company indemnifies other Company officers, Managers and directors of its affiliated entities. Executive will also be entitled to be included on any director and officer liability insurance policy currently maintained or as may be maintained by the Company from time to time for its executive officers, managers and directors.
7. No Conflicts. Executive hereby represents, warrants and covenants to the Company that as of the Effective Date, Executive will not be a party to any contract, understanding, agreement or policy, written or otherwise, that will be breached by Executive’s entering into, or performing services under, this Agreement. Executive further represents that he has disclosed to the Company in writing all threatened, pending, or actual claims against Executive, if any, of which he is aware, that are unresolved and still outstanding as of the Effective Date, and which, in each case, relate to his employment with any previous employer or his membership on any board of directors.
8. Tax Matters. All forms of compensation referred to in this Agreement are subject to applicable withholding and payroll taxes and other deductions required by law.
9. Entire Agreement. This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between Executive and the Company, and constitutes the complete agreement between Executive and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both Executive and the Chairman of the Board. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, Executive’s employment with the Company or any other relationship between Executive and the Company will be governed by Pennsylvania law, excluding laws relating to conflicts or choice of law. In any action between the parties arising out of or relating to any such disputes, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Philadelphia, Pennsylvania.
10. Notices. All notices required or permitted by this Agreement to be given to any party shall be in writing and shall be delivered personally, or sent by certified mail, return receipt requested, or by Federal Express or similar overnight service, prepaid recorded delivery, addressed as follows and shall be deemed to have been duly given when so delivered personally or, if mailed or sent by overnight courier, upon delivery; provided, that, a refusal by a party to accept delivery shall be deemed to constitute receipt.
To the Company: RADAR USA, 000 X 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attn: Xxx Xxxxxx
To the Executive: Xxxxxxx X. Xxxxxx, 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxx
11. Assignment. Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. Notwithstanding the foregoing, this Agreement shall not be assignable by Executive, and any attempt to do so shall be deemed null and void. Except as specifically provided otherwise herein or as otherwise required by applicable law, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, transfer or otherwise) to all or substantially all of the business, assets or property of the Company, to expressly assume and agree to perform all of the obligations of the Company under this Agreement in the same manner and to the same extent that the Company is required to perform hereunder. Except as provided in this paragraph, this Agreement shall not be assignable by the Company without the prior written consent of the Executive.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on this 29th day of October, 2021, but effective as of the day and year first written above.
| RADAR USA | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Title: | Executive Chairman | |
| Xxxxxxx X. Xxxxxx | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Executive Officer | |
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