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Executive Employment Agreement

 

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Title:

Executive Employment Agreement

Entities:

National Auto Credit Inc /de; National Auto Credit, Inc

Date:

2005

Size:

Preview shows 5KB of 33KB total

Price:

$47

ID:

#1653235

 

 

► Employment ► Employment ► Executive Employment Agreements
► Financial ► Consumer Financial Services

 

 

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                         EXECUTIVE EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 18th day of
November, 2005, (the "EFFECTIVE DATE") by and between Option Technologies
Interactive, LLC, a Florida limited liability company with its principal
business office in the state of Florida (the "COMPANY"), and Mark A. Fite (the
"EXECUTIVE," and collectively with the Company, as "PARTIES" and each as a
"PARTY").

                                    RECITALS

          WHEREAS, Flexner Wheatley & Associates ("FWA") and MeetingNet
Interactive, Inc. ("MEETINGNET") have entered into that certain Membership
Interest Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of even date
herewith, with National Auto Credit, Inc. ("NAC"), providing, inter alia, for
the acquisition by NAC of the Company through the purchaser of all of the
outstanding membership interests of the Company;

          WHEREAS, Executive as a principal shareholder and principal in
MeetingNet has been actively involved in the business and operations of the
Company;

          WHEREAS, in conjunction with the transactions contemplated by the
Purchase Agreement, Executive desires to be hired and employed by the Company to
supervise and operate their operations, and the Company's desire to hire and
employ Executive to supervise and operate their operations; and

          WHEREAS, Section 5.3 of the Purchase Agreement provides that the
Parties hereto will enter into this Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound hereby, hereby agree as follows:

                                    AGREEMENT

1. Nature and Capacity of Employment. The Company hereby agrees to employ
Executive as President of the Company subject and pursuant to the terms of this
Agreement. Executive agrees to perform, and be available to perform, the
functions and duties customarily associated with or incident to such position,
and such other functions and duties as may from time to time be reasonably
required by the Company consistent with such position. Executive shall report to
each of James McNamara, Robert V. Cuddihy, Jr. and Steve Campus.

2. Term of Employment. The term of this Agreement shall commence as of the
Effective Date and continue for a three (3) year term thereafter (the "INITIAL
TERM"), unless earlier terminated by either Party as provided for hereinafter.
Unless Executive's employment has


                                      -69-



earlier terminated as provided for hereinafter, Executive's employment under
this Agreement shall be automatically extended and renewed for successive one
(1) year terms (each a "RENEWAL TERM") unless, at least ninety (90) days prior
to the expiration of the Initial Term or the then-current Renewal Term, either
Party gives to the other written notice of his or its election that Executive's
employment hereunder not be so extended and renewed. As used herein, "EMPLOYMENT
YEAR" means any period commencing on the Effective Date or any anniversary
thereof and ending on the next following November 17th.

3. Annual Base Salary. The annual base salary that the Company agrees to pay to
Executive for the first Employment Year shall be $150,000, payable in accordance
with the Company's regular payroll practices. The Executive's base salary shall
be reviewed by the Company annually prior to the end of the current Employment
Year and adjusted in the sole discretion of the Company; provided, however, that
Executive's base salary shall not be reduced below $150,000.

4. Bonus Compensation. For each fiscal year (commencing with the calendar year
ending January 31, 2007) that Executive is employed by the Company, Executive
shall be eligible to receive a bonus of up to $73,900, provided Available Cash
Flow (as defined in the Promissory Notes (as defined in the Purchase Agreement))
is in excess of $768,000. The maximum amount allowable for such bonus under this
Agreement shall be reviewed by the Company annually prior to the end of the
current Employment Year and adjusted in the sole discretion of the Company;
provided, however, that maximum amount allowable for such bonus under this
Agreement shall not be reduced below $73,900. The actual amount of any such
bonus shall be contingent upon the Company achieving such revenue targets and
other performance objectives as shall be jointly established by the Company and
Executive for each calendar year. The calculation and distribution formula


 

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