Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Employment Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Employment Agreement

Entities:

National Auto Credit Inc /de

Date:

2006

Size:

Preview shows 10KB of 54KB total

Price:

$45

ID:

#2651848

 

 

► Employment ► Employment Agreements

 

 

Start of Preview


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this "Agreement"), effective as of November 29, 2006
(the "Effective Date"), between JAMES J. McNAMARA ("Executive") and iDNA, INC.,
a Delaware corporation ("Employer").

     In consideration of the premises and the mutual covenants hereinafter set
     forth and other good and valuable consideration, the receipt and
     sufficiency of which is hereby acknowledged, the parties hereto hereby
     agree as follows:

1.   EMPLOYMENT OF EXECUTIVE

     Employer hereby agrees to employ Executive, and Executive hereby agrees to
be and remain in the employ of Employer, upon the terms and conditions
hereinafter set forth.

2.   EMPLOYMENT PERIOD; EMPLOYMENT YEAR

     2.1 Employment Period. Subject to earlier termination as provided in
Section 5, the term of Executive's employment under this Agreement shall
commence as of the date hereof and shall continue until January 31, 2010 (the
"Initial Employment Period"). Unless either party gives notice of non-renewal at
least ninety (90) days prior to the expiration of the Initial Employment Period
or any extension thereof, the term of this Agreement shall be extended for an
additional one (1) year period beyond the end of the Initial Employment Period,
or the end of any extension thereof, as the case may be (the Initial Employment
Period and any extension thereof is hereafter referred to as the "Employment
Period").

     2.2 Employment Year. Each 12-month period ending on January 31 shall be
hereinafter considered an "Employment Year."

3.   DUTIES AND RESPONSIBILITIES; PLACE OF PERFORMANCE

     3.1 Duties and Responsibilities. During the Employment Period, Executive
shall have the titles of Chief Executive Officer and, if elected to the Board of
Directors by shareholders, Chairman of the Board of the Employer. Executive
shall devote substantially all of his business time to the Employer. Executive
shall be responsible for the affairs of the Employer and its subsidiaries in
pursuit of the Employer's Business. Executive shall perform such duties,
consistent with his status as Chairman of the Board and Chief Executive Officer
of Employer, as he may be assigned from time to time by Employer's Board of
Directors (the "Board").

     3.2 Place of Performance. In connection with his employment during the
Employment Period, the Executive shall be based at the Employer's current
principal offices in New York, New York or such other principal offices as may
be established in the future by the Board. Executive shall travel to such
principal office, as necessary, from his home and included in Executive's Base
Salary (defined in 4.1 below) is a travel allowance of $20,000 as reimbursement
by Employer for all


                                       5



expenses thereof. Employer shall maintain an office for the Executive in New
York, New York. Executive may maintain a home office at his primary residence
which is currently located in Palm Beach County, Florida.

4.   COMPENSATION AND RELATED MATTERS

     4.1 Base Salary. Employer shall pay to Executive in the first Employment
Year a base salary at the rate of $590,000 per annum, subject to increase at the
discretion of the Board (the initial base salary, including any Board approved
increase thereof, the "Base Salary"), and in each successive Employment Year
during the Initial Employment Period shall increase by fifteen thousand dollars
($15,000) per annum, which shall be paid to Executive in arrears bi-weekly in
accordance with the customary practices of the Employer.

     4.2 Incentive Compensation. Prior to the commencement of each Employment
Year, the Board of Directors shall set forth certain performance objectives
(each a "Milestone") for the Employer to achieve during each Measurement Period
(defined below) during the Initial Employment Period. A Measurement Period is
considered the 12-month period commencing February 1st and ending January 31st
to coincide with the Employer's Fiscal Periods with the first Measurement Period
commencing on February 1, 2007. To the extent the relevant Milestone for any
Employment Year is achieved, Executive shall receive a cash bonus based on a
target of $200,000 per year (the "Target Bonus"). Executive's bonus in any
Employment Year may be increased above the Target Bonus if, in the opinion of
the Board, such increase is appropriate to reward Executive's performance for
such year (the Target Bonus, together with any increase, being hereinafter
referred to as the "Bonus"). Except as otherwise set forth in Section 6 hereof,
if any Milestone for the Employment Year in which the Employment Period
terminates has been achieved prior to such termination, Executive shall be
entitled to receive the pro-rata amount of the Target Bonus earned as a result
of achieving the Milestone.

     (a) Achievement of multiple Milestones in any Employment Year shall not
entitle Executive to more than 100% of the Target Bonus for such Employment
Year, unless the Board increases the Bonus with respect to such Employment Year.
The maximum aggregate Target Bonus during the Initial Employment Period shall be
three (3) times the Target Bonus, unless the Board increases the Bonus with
respect to one or more Employment Years.

     (b) In the event of a Change in Control (as defined below) of Employer,
Executive shall be immediately entitled to the full amount of the Target Bonus
with respect to any Employment Years remaining in the Employment Period. As used
in this Agreement, the term "Change in Control" means, subject to the
limitations noted below, (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Employer; (ii) any sale, lease exchange or other transfer (in
one transaction or a series of related transactions) of shares of capital stock
of the Employer such that any person or group (other than the holders generally
of the Employer's capital stock immediately prior to such transaction or series
of transactions) shall become the owner, directly or indirectly, beneficially or
of record, of shares representing more than thirty-three percent (33%) of the
aggregate ordinary voting power represented by the issued and outstanding voting
securities of the


                                       6



Employer; or (iii) any merger, consolidation, recapitalization, acquisition or
similar transaction (other than any such transaction involving only the Employer
and/or one or more wholly owned subsidiaries of the Employer) in which the
outstanding voting securities of the Employer are converted into or exchanged
for cash, securities or other property, such that immediately after such
transaction any person or group (other than the holders generally of such
capital stock immediately prior to such transaction or series of transactions)
shall become the owner, directly or indirectly , beneficially or of record, of
shares representing more than fifty percent (50%) of the aggregate ordinary
voting power represented by the issued and outstanding voting securities of the
Employer. A Change of Control shall not occur as a consequence of the effect(s)
of (a) public offering approved by the Board of Directors of Employer, (b) the
exercise of any warrants or stock options pursuant the terms of the Employer
equity incentive plans, (c) exercise of warrants or stock options not under a an
equity incentive plan outstanding as of November 29, 2006 or (d) the conversion
of the Employers Convertible Note outstanding at November 29, 2006,

     4.3 Annual Bonus. Executive shall receive an annual bonus based upon
increases expressed in terms of the Stock Price of Employer. As used herein,
"Stock Price" shall mean the average of the closing bid prices of the Common
Stock ("Common Stock"), par value $.05 per share, of Employer, as reported by
the principal market where the Common Stock is then traded, over the 20 trading
days preceding January 31st in each Measurement Period in each Employment Year
(as adjusted for stock splits, stock dividends, reclassification or other
similar events). If, at the end of the particular Employment Year, the
Employer's Stock Price exceeds the Employers Stock Price of the previous
Employment Anniversary by 125% and the Board of Directors deems that the
Employer has sufficient working capital, Executive shall be entitled to a cash
bonus of $100,000 per annum. Any Bonus earned as a result of achieving the stock
price target and approved by the Board of Directors, based upon sufficient
working capital of the Employer, shall be paid to Executive within sixty
business days of the end of the Employment Year in which the Milestone is
achieved.

     4.4 Life Insurance. Employer shall maintain in effect at all times during
the Employment Period, at Employer's expense, a policy of split dollar life
insurance on the life of Executive with a maximum death benefit no greater than
$2.0 million, naming such person as Executive shall designate from time to time
as the owner and beneficiary thereof; provided, however, that the premium for
such life insurance shall not exceed $50,000 per year.

     4.5 Automobile Allowance. Employer shall provide Executive with a monthly
allowance during the Employment Period of $1,500 to cover the costs of a leased
automobile, including maintenance, fuel, and insurance.

     4.6 Other Benefits. During the Employment Period, subject to, and to the
extent Executive is eligible under their respective terms, Executive shall be
entitled to receive such fringe benefits as are, or are from time to time


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC