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Employment Agreement

 

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Title:

Employment Agreement

Entities:

KBL Healthcare Acquisition Corp. II

Date:

2006

Size:

Preview shows 6KB of 27KB total

Price:

$38

ID:

#2485936

 

 

► Employment ► Employment Agreements

 

 

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EMPLOYMENT AGREEMENT

This Employment Agreement (the Agreement) is made between KBL Healthcare Acquisition Corp. II (KBL), a Delaware corporation, and SII Acquisition Corp., a wholly owned subsidiary of KBL (Merger Sub), and Steven Gibree (the Employee) and is being entered into concurrently with the closing of the merger and related business combination transactions (collectively, the Acquisition) prescribed by the Agreement and Plans of Reorganization (Reorganization Agreement) entered into as of September 1, 2006, by and among the Company, Merger Sub, Summer Infant, Inc., Summer Infant Europe Ltd. and Summer Infant Asia, Ltd. (collectively the Target Companies), and the stockholders of the Target Companies, which include the Executive. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement. By executing this Agreement, SII and Employee are agreeing to terminate, effective upon the Closing, that certain Employment Agreement by and between SII and Employee dated as of                     .

RECITALS

WHEREAS, the Company desires to be assured of the association and services of Employee; and

WHEREAS, Employee is willing and desires to be employed by the Company, and the Company is willing to employ Employee, upon the terms, covenants and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, the parties hereto agree as follows:

1. Employment. The Company hereby employs Employee, and Employee hereby accepts such employment, upon the mutual terms, covenants and conditions set forth herein.

2. Term.

2.1 Initial Term. The initial term of this Agreement shall be for a period of three (3) years commencing on the Effective Date hereof, unless terminated earlier pursuant to Section 8 hereof; provided, however, that Employees obligations in Sections 5 and 7 hereof shall, except as otherwise set forth in Section 5.6 hereof, continue in effect after such termination.

2.2 Additional Terms. This Agreement shall be renewed for successive periods of one (1) year unless either party shall give notice of non-renewal, within sixty (60) days of the expiration of the initial three-year term or any such one-year renewal term.


3. Duties. Employee shall serve as Executive Vice President of Product Development of KBL and Summer with such duties and responsibilities as may from time to time be assigned to Employee by the Chief Executive Officer (CEO) and/or Board of Directors of Company (the Board), commensurate with Employees title and position described in this sentence. The duties and services to be performed by Employee under this Agreement are collectively referred to herein as the Services. Employee shall report directly to the CEO. Employee agrees that he shall at all times conscientiously perform all of the duties and obligations assigned to him under the terms of this Agreement to the best of his ability and experience and in compliance with the law. Employee shall perform his duties out of the Companys Rhode Island office (as the same may be relocated in the same metropolitan area from time to time) or at such other location as shall be agreed to by the Company and Employee; provided, that, Employees duties may include reasonable travel, including but not limited to travel to offices of Company, its subsidiaries and affiliates and current and prospective customers as is reasonably necessary and appropriate to the performance of Employees duties hereunder. Employee will comply with and be bound by Companys operating policies, procedures, and practices from time to time in effect during Employees employment.

4. Exclusive Service. Employee agrees to use his best efforts to promote the interests of the Company and to devote his full business time and energies to the business and affairs of the Company and the performance of his duties hereunder. Executive may, however, engage in civic and not-for-profit activities for which no compensation (other than reimbursement of his actual expenses incurred in performance of such activities) is paid to him, so long as such activities do not materially interfere with the performance of his duties to the Company or directly conflict with the Companys business interests.


 

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