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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
Afinsa Bienes Tangibles, SA; Greg Manning Auctions, Inc.; Kramer Levin Naftalis & Frankel, LLP |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 73KB total |
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Price: |
$49 |
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ID: |
#1045309 |
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EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made in New York, New York as
of September 27, 2005, between Greg Manning Auctions, Inc., a Delaware
corporation (the "Company"), and Jose Miguel Herrero ("Executive").
WHEREAS, the Company desires to employ Executive as its President
and Chief Executive Officer, and Executive desires to accept such employment
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:
1. Term.
Unless earlier terminated in accordance with Section 4
hereof, the term of this Agreement shall be the period commencing as of the
date hereof and ending on June 30, 2008 (the "Term").
2. Employment.
(a) Employment by the Company; Director. Executive agrees to be
employed by the Company during the Term upon the terms and subject to the
conditions set forth in this Agreement. Executive shall serve as the President
and Chief Executive Officer of the Company and shall report to the Board of
Directors of the Company (the "Board of Directors"). Executive agrees to serve
as a member of the Board of Directors, without additional remuneration (except
as set forth in Section 3(n), if appointed or elected to such position.
(b) Performance of Duties. Throughout the Term, Executive shall
faithfully and diligently perform Executive's duties in conformity with the
directions of the Company and serve the Company to the best of Executive's
ability. Executive shall devote his full business time and best efforts to the
business and affairs of the Company. In his capacity as the President and Chief
Executive Officer of the Company, Executive shall have such duties and
responsibilities as are customary for Executive's position and any other duties
or responsibilities he may be assigned by the Board of Directors.
(c) Place of Performance. Executive shall be based at the
Company's offices in New York, New York. Executive recognizes that his duties
will require, at the Company's expense, travel to domestic and international
locations.
(d) Position of Chairman of the Board of Directors.
(i) In the event the position of Chairman of the Board of
Directors becomes available during the Term, the Board of Directors may, in its
sole discretion,
<PAGE>
appoint Executive to such role. If Executive is appointed to such role, he shall
(A) continue to also serve as the Company's President and Chief Executive
Officer at the Company's offices in New York, New York, and (B) continue to
receive the compensation and benefits provided for under Section 3 of this
Agreement, except to the extent the terms of this Agreement are amended by the
parties.
(ii) In the event the position of Chairman of the Board of
Directors is offered to Executive during or at the end of the Term, the parties
shall negotiate in good faith to determine an appropriate compensation package
based on, among other things, the responsibilities, scope and expected time
commitment of the position at such time.
(iii) In the event Executive is Chairman of the Board of
Directors following the end of the Term, (A) Executive may perform the duties of
such position either in New York, New York, or Madrid, Spain, and (B) such
position may be either full-time or part-time (each of (A) and (B), at
Executive's option).
3. Compensation and Benefits.
(a) Base Salary. The Company agrees to pay to Executive a base
salary ("Base Salary") at the annual rate of $500,000 commencing as of July 1,
2005 and continuing through June 30, 2006. On each of July 1, 2006 and July 1,
2007, Executive's Base Salary shall be increased by an amount equal to the Base
Salary in effect on June 30 of the applicable year multiplied by the percentage
increase, if any, in the CPI as of June 30 for the fiscal year then ended as
compared to the CPI as of June 30 for the fiscal year prior to the year then
ended. For purposes of this Section 3(a), "CPI" means the "Consumer Price Index:
New York, New York, All Items - Urban Wage Earners and Clerical Workers,"
published by the United States Bureau of Labor Statistics of the United States
Department of Labor. Payments of the Base Salary shall be payable in equal
installments in accordance with the Company's standard payroll practices,
provided that the Base Salary payments for the period between July 1, 2005 and
the date hereof shall be included in the Base Salary payments for the initial
payroll period of the Term.
(b) Signing Bonus. Subject to the following sentence of this
Section 3(b), the Company shall pay a signing bonus of $690,000, payable in
three installments as follows: (i) $200,000 shall be paid within ten days after
the parties' execution of this Agreement, (ii) $245,000 shall be paid on June
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