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Title: |
Employment Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 24KB total |
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Price: |
$36 |
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ID: |
#1472223 |
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of the 23rd day of July between
TELESCENTS, INC., a New York corporation (the "Company"), and Jason S. Apfel
(the "Executive").
W I T N E S S E T H :
WHEREAS, the Company has entered into an Agreement and Plan of
Merger dated as of the date hereof with National Capital Management Corporation,
a Delaware corporation ("NCMC"), and the other parties thereto, pursuant to
which the Company will merge with a subsidiary of NCMC (the "Merger") and become
a wholly-owned subsidiary of NCMC and NCMC will change its corporate name to
FragranceNet.com, Inc. (NCMC also being referred to herein as "FragranceNet");
and
WHEREAS, the Company desires to employ the Executive in an executive
capacity and to be assured of his services in such capacity, on the terms and
conditions hereinafter set forth; and
WHEREAS, the Executive is willing to accept such employment on such
terms and conditions.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the Company and the Executive hereby agree as
follows:
1. Employment, Term.
1.1 Employment. The Company agrees to employ the Executive, and the
Executive agrees to serve in the employ of the Company, for the term set forth
in Section 1.2, in the positions and with the responsibilities, duties and
authority set forth in Section 2 and on the other terms and conditions set forth
in this Agreement.
1.2 Term. The term of the Executive's employment under this
Agreement shall commence on the date hereof and shall continue until terminated
in accordance with Section 6 of this Agreement.
2. Position, Duties.
The Executive shall serve as President and Chief Executive Officer
of the Company. The Executive shall have such responsibilities and duties
consistent with such executive positions as shall be assigned to him from time
to time by the Board of Directors of the Company. The Executive shall devote his
full business time and attention to the performance of his responsibilities and
duties hereunder. Effective upon consummation of the Merger, the Executive shall
also serve as President and Chief Executive Officer of FragranceNet.
<PAGE>
2
3. Salary, Incentive Bonus.
3.1 Salary. The Company shall pay to the Executive a base salary,
initially at the rate of $110,000 per annum, payable in accordance with the
standard payroll practices of the Company. The Executive's base salary shall be
increased annually by an amount equal to the incentive bonus earned by the
Executive in the prior fiscal year pursuant to Section 3.2, such increase to
take effect on the date of payment of such incentive bonus.
3.2 Incentive Bonus. (a) In addition to the base salary provided for
in Section 3.1, the Company shall pay to the Executive an incentive bonus with
respect to each fiscal year of the Company ending during the term of this
Agreement in an amount equal to two percent (2%) of Sales in excess of Target
Sales. For purposes of this Agreement: "Sales" shall mean sales of the Company
as shown in the audited financial statements of the Company for the applicable
fiscal year; and "Target Sales" shall mean (a) for the fiscal year of the
Company ending March 31, 2000, $1,000,000 and (b) for the fiscal year of the
Company ending March 31, 2001 and each subsequent fiscal year, Sales for the
fiscal year of the Company immediately preceding such year. In no event shall
the Executive be entitled to an incentive bonus on Sales in excess of
$10,000,000; at such time as Sales shall exceed $10,000,000, the Executive and
the Company shall, at the option of the Executive, negotiate a new incentive
bonus formula in good faith. Sales shall not include revenue from businesses
owned by NCMC immediately prior to the Merger.
(b) In the event of the termination of employment of the
Executive by the Company without Cause (as defined in Section 6), or by reason
of the death or Disability (as defined in Section 6) of the Executive, the
Executive (or his estate or other legal representative) shall be entitled to a
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