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Employment Agreement

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Title:

Employment Agreement

Entities:

Eos International, Inc.; Pitney, Hardin, Kipp & Szuch

Date:

2003

Size:

Preview shows 11KB of 61KB total

Price:

$45

ID:

#861262

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this Agreement), dated as of September 24, 2003, by and between Eos International, Inc., a Delaware corporation, with its office located at 888 Seventh Avenue, 13^th Floor, New York, New York 10106 (the Company), and Jose Ferreira, Jr. with an address at 73 Turning Mill Lane, New Canaan, Connecticut 06840 (Executive).

R E C I T A L S:

WHEREAS, the Company desires to employ Executive as its President and Chief Executive Officer, and Executive desires to serve the Company in such capacities on the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is agreed as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 2003 Plan shall mean the Eos International, Inc. 2003 Deferred Compensation Plan.

1.2 Affiliateshall mean a corporation which, directly or indirectly, controls, is controlled by or is under common control with the Company, and for purposes hereof, control shall mean the ownership of 20% or more of the Voting Stock of the corporation in question.

1.3 Agreement shall have the meaning assigned to such term in the Preamble to this Agreement.

1.4 Approved Activities shall have the meaning assigned to such term in Section 2.2 of this Agreement.

1.5 Basic Salary shall have the meaning assigned to such term in Section 5.1 of this Agreement.

1.6 Board shall mean the Board of Directors of the Company as duly constituted from time to time. Any action of the Board hereunder with respect to this Agreement shall require the approval of a majority of the whole Board.

1.7 Bonus shall have the meaning assigned to such term in Section 5.2 of this Agreement.

1.8 Business shall mean the business conducted by the Company or any Subsidiary, directly or indirectly.

1.9 Causeshall mean any of the following:

(a) The conviction of Executive for a felony under federal law or a felony under the law of the State of Connecticut or an equivalent violation under the law of any other jurisdiction within the United States, or the willful commission by Executive of a criminal act or other act not in the course of the conduct by Executive of the Duties that in the reasonable judgment of the Board causes or will likely cause substantial economic damage to the Company or substantial injury to the business reputation of the Company;

(b) The commission by Executive of an act of fraud in the conduct of Executives duties on behalf of the Company;

(c) The continuing willful failure of Executive to conduct the substantive duties of Executive to the Company (other than any such failure resulting from Executives incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Compensation Committee of the Board;

(d) The order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executives employment hereunder; or

(e) The commission by the Executive of an action involving moral turpitude which the Board determines in good faith will have a material adverse effect on the Company.

For purposes of this Section 1.9, no act, or failure to act, on Executives part shall be considered willful unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company or a Subsidiary.

1.10 Change of Control shall mean:

(a) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Act)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, any person or group (as such term is used in Regulation D-G of the Securities and Exchange Commission under the Act) who on the date of this Agreement is the beneficially owner (as defined herein) of 5% or more of any class of equity securities of the Company, or a person engaging in a transaction of the type described in clause (c) of this subsection but which does not constitute a change in control under such clause, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Companys then outstanding securities;

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