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Title:

Employment Agreement

Entities:

Greg Manning Auctions, Inc.; Kramer Levin Naftalis & Frankel, LLP

Date:

2003

Size:

Preview shows 6KB of 31KB total

Price:

$46

ID:

#359837

 

 

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                              EMPLOYMENT AGREEMENT



This Employment Agreement (this "Agreement") is effective as of April 23,
2001, and is between GREG MANNING AUCTIONS, INC, a Delaware corporation
("GMAI"), and LARRY CRAWFORD, an individual ("Mr. Crawford").

GMAI wishes to employ Mr. Crawford on the terms and conditions set forth
in this Agreement, and Mr. Crawford wishes to be so employed.

GMAI and Mr. Crawford therefore agree as follows:

1. Employment; Term. GMAI hereby employs Mr. Crawford, and Mr. Crawford
hereby accepts employment with GMAI, in accordance with and subject to the terms
and conditions set forth in this Agreement. The term of this Agreement (the
"Term") commences on April 23, 2001 and, unless earlier terminated in accordance
with Section 6, will terminate on April 23, 2003. Prior to the end of the Term
GMAI and Mr. Crawford may by written agreement signed by them extend the Term
for one or more additional one-year periods.

2. Duties. (a) During the Term, Mr. Crawford shall serve as Chief
Financial Officer of GMAI and shall report to the Chief Executive Officer, or a
person designated by the CEO. Mr. Crawford will have such duties and
responsibilities as are customary for Mr. Crawford' position and any other
duties or responsibilities he may be reasonably assigned by the Chief Executive
Officer.

(b) During the period Mr. Crawford is employed by GMAI, Mr. Crawford
shall devote his full business time and best efforts to the business and affairs
of GMAI. Mr. Crawford understands and acknowledges that Mr. Crawford' duties
will require business travel from time to time.

3. Compensation. (a) GMAI shall pay Mr. Crawford a salary of $150,000 per
annum (that salary, the "Base Salary"). Payment of the Base Salary will be in
accordance with GMAI's standard payroll practices and subject to all legally
required or customary withholdings.

(b) In the event that in any full fiscal quarter during Mr. Crawford's
employment hereunder the Company's Quarterly Pre-Tax Income (as defined below)
equals or exceeds $50,000, GMAI shall pay to Mr. Crawford a cash bonus equal to
$12,500 (that bonus, a "Bonus"). Such amount shall be payable within 30 days
following the end of the related quarter. "Quarterly Pre-Tax Income" means the
net income of GMAI for the quarter before federal and state income taxes and
bonuses paid under this section, determined in accordance with generally
accepted accounting principles for interim financial statements, and subject to
adjustment at the end of each fiscal year in accordance with generally accepted
accounting principles.

4. Stock Options. Concurrently with effectiveness of this Agreement, GMAI
shall, pursuant to a Stock Option Agreement between GMAI and Mr. Crawford in the
form of

{PAGE}

Exhibit A, grant to Mr. Crawford options to purchase 40,000 shares of common
stock of GMAI. In addition, Mr. Crawford shall be entitled to receive options to
purchase 40,000 shares of GMAI-ASIA.com, Inc, at such time and upon such terms
as the employees of that company are granted similar options.

5. Benefits. (a) GMAI shall pay to Mr. Crawford, in four equal quarterly
installments of $2,500 each and otherwise consistent with GMAI's standard
payroll practices (and subject to all legally required or customary
withholdings), an annual non-accountable expense allowance equal to $10,000 per
year during the Term.

(b) Mr. Crawford is entitled to participate in any and all medical
insurance, group health, disability insurance and other benefit plans that are
made generally available by GMAI to employees of GMAI, provided that the
medical, group health and disability insurance benefits provided by GMAI to Mr.
Crawford shall be substantially as favorable to Mr. Crawford or more favorable
to Mr. Crawford as those generally provided by GMAI to its senior executives.
GMAI shall pay all premiums and deductibles payable in connection with medical
insurance, in accordance with policies set forth in GMAI's Employee Manual.
Additionally, Mr. Crawford is initially entitled to receive three weeks paid
vacation per year, which will increase incrementally in accordance with the
schedule set forth in the Employee Manual, and paid holidays made available
pursuant to GMAI's policy to all employees of GMAI. GMAI, in its sole
discretion, may at any time amend or terminate any such benefit plans or
programs.

6. Termination. Mr. Crawford' employment hereunder may be terminated prior
to the end of the Term under the following circumstances:

(a) Mr. Crawford' employment hereunder will terminate upon Mr.
Crawford' death.

(b) Except as otherwise required by law, GMAI may terminate Mr.
Crawford' employment hereunder at any time after Mr. Crawford becomes Totally
Disabled. For purposes of this Agreement, Mr. Crawford will be "Totally
Disabled" as of the earlier of (1) the date Mr. Crawford becomes entitled to
receive disability benefits under GMAI's long-term disability plan and (2) Mr.
Crawford' inability to perform the duties and responsibilities contemplated
under this Agreement for a period of more than 120 consecutive days due to
physical or mental incapacity or impairment.

(c) GMAI may terminate Mr. Crawford' employment hereunder for Cause at
any time after providing written notice to Mr. Crawford. For purposes of this
Agreement, "Cause" means any of the following:

(1) Mr. Crawford' neglect or failure or refusal to perform his duties under
this Agreement (other than as a result of total or partial incapacity due
to physical or mental illness);

(2) any act by or omission of Mr. Crawford constituting gross negligence or
willful misconduct in connection with the performance of his duties that

 

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