Exhibit 10.17
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 28,
2006, is entered into between Ridgefield Acquisition Corp. (the "Company"),
located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ with a business address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Employee").
W I T N E S S E T H :
WHEREAS, the Company desires to employ the Employee and to be assured
of his services on the terms and conditions hereinafter set forth; and
WHEREAS, the Employee is willing to accept such employment on such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Company and the Employee hereby
agree as follows:
1. Employment. The Company hereby employs the Employee as the President and
Chief Executive Officer of the Company, and the Employee accepts such
employment, upon the terms and subject to the conditions set forth in this
Agreement.
2. Term. The term of this Agreement shall be for a period of one (1) year
commencing on April 1, 2006, and terminating on March 31, 2007 (the "Term"),
subject to earlier termination pursuant to the provisions of Section 7 hereof.
The Term of this Agreement shall automatically renew for additional one year
periods unless the Company or Employee provides written notice to the other
party that the Agreement shall not be renewed at least thirty (30) days prior to
the renewal date.
3. Duties. During the term of this Agreement, the Employee shall serve as the
President and Chief Executive Officer of the Company and shall perform all
duties commensurate with his position (including, but not limited to, those
heretofore performed by the Employee) and as may be assigned to him by the Board
of Directors of the Company and subject to the control of the Board of Directors
of the Company. It is understood that Employee will not devote his full business
time and energies to the business and affairs of the Company, however Employee
shall use his best efforts, skills and abilities to promote the interests of the
Company and to diligently and competently perform the duties of his position.
4. Compensation, Benefits, Options and Incentive Bonus.
4.1 Base Salary. Employee shall not be paid a base salary during the
Term of this Agreement as compensation for the services rendered and the duties
to be performed by Employee hereunder. However, the Company may, by order of the
Board of Directors, determine to compensate the Employee.
4.2 Bonus Compensation. Employee shall be entitled to earn and receive
bonus compensation as determined by the Board of Directors, in the form of cash
or securities of the Company.
4.3 Employee Benefit Plans. At all times during the term of this
Agreement the Employee shall be provided the opportunity to participate in all
health, pension and welfare plans, programs and benefits (the "Plans") offered
generally to all employees of the Company.
5. Reimbursement of Business Expenses. During the term of this Agreement, upon
submission of proper invoices, receipts or other supporting documentation
satisfactory to the Company and in specific accordance with such guidelines as
may be established from time to time by the Company's Board of Directors, the
Employee shall be reimbursed by the Company for all reasonable business expenses
actually and necessarily incurred by the Employee on behalf of the Company in
connection with the performance of services under this Agreement.
6. Representations.
6.1 Employability. The Employee represents and warrants that he is not
party to, or bound by, any agreement or commitment, or subject to any
restriction, including, but not limited to agreements related to previous
employment containing confidentiality or non-compete covenants, which in the
future may have a possibility of adversely affecting the business of the Company
or the performance by the Employee of his duties under this Agreement.
6.2 Awareness of Certain Employment Regulations. The Employee
represents and warrants that he is aware that there are laws and regulations
that prohibit discrimination in the workplace based upon, among other things,
race, religion, gender, and national origin such as Title VII of the Civil
Rights Act of 1964, 42 U.S.C. Section 2000e et. seq., and similar laws adopted
by the states (the "Discrimination Laws"). Employee represents and warrants that
he will abide by the Discrimination Laws in the performance of his duties under
this Agreement. The Employee, further, represents and warrants that if he
becomes aware of any violation or potential violation of the Discrimination Laws
that he will immediately notify the Company, in writing, of any such violation
or potential violation of the Discrimination Laws.
7. Termination. This Agreement may be terminated prior to the expiration of the
Term set forth in Section 2 upon the occurrence of any of the events set forth
in, and subject to the terms of, this Section 7.
7.1 Death. This Agreement will terminate immediately and automatically
upon the death of the Employee.
7.2 Disability. This Agreement may be terminated at the Company's
option, immediately upon notice to the Employee, if the Employee shall suffer a
permanent disability. For the purposes of this Agreement, the term "permanent
disability" shall mean the Employee's inability to perform his duties under this
Agreement for a period of ninety (90) consecutive days due to illness, accident
or any other physical or mental incapacity, as determined by the Board of
Directors of the Company. In the event that a dispute arises with respect to the
disability of the Employee, the parties shall each select a duly licensed
medical doctor to make such a determination. If the two doctors so selected
cannot agree on a determination, they will mutually select a third duly licensed
medical doctor and the decision of the majority of the three doctors will be
binding.
7.3 Cause. This Agreement may be terminated at the Company's option,
immediately upon notice to the Employee, upon: (1) breach by the Employee of any
material provision of this Agreement; (2) breach by the Employee of any
fiduciary duty to the Company, or any of its affiliates or subsidiaries; (3)
gross negligence or willful misconduct of the Employee in connection with the
performance of his duties under this Agreement; (4) Employee's failure to
perform (i) any of his duties or responsibilities required pursuant to this
Agreement, or (ii) any reasonable directive of the Chief Executive Officer or
Board of Directors of the Company; (5) fraud, criminal conduct, dishonesty or
embezzlement by the Employee; or (6) Employee's misappropriation for personal
use of any assets (having in excess of nominal value) or business opportunities
of the Company; provided that in any such case with respect to any such breach
that is capable of being cured, the Employee is afforded a ten (10)-day cure
period for such monetary breaches and a thirty (30)-day cure period for such
non-monetary breaches.
7.4 Termination by Employee. This Agreement may be terminated by
Employee prior to the expiration of the Term set forth in Section 2 upon three
(3) months written notice to the Company.
7.5 Effect of Termination. Upon the termination of this Agreement
pursuant to this Section 7, the Employee shall be entitled to his Compensation
to the date of termination as set forth in this Section 7, and after such date
shall not be entitled to any Compensation, benefits or other rights granted
herein to the Employee.
8. Miscellaneous.
8.1 No Third-Party Beneficiaries. Each of the provisions of this
Agreement is for the sole and exclusive benefit of the parties hereto and shall
not be deemed for the benefit of any other person or entity.
8.2 Modification. This Agreement may not be modified or terminated
orally, and no modification, termination or attempted waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced.
8.3 Successors and Assigns. Neither party shall have the right to
assign this Agreement, or any rights or obligations hereunder, without the
consent of the other party; provided, however, that upon the sale of all or
substantially all of the assets, business and goodwill of the Company to another
company, or upon the merger or consolidation of the Company with another
company, this Agreement shall inure to the benefit of, and be binding upon, both
Employee and the company purchasing such assets, business and goodwill, or
surviving such merger or consolidation, as the case may be, in the same manner
and to the same extent as though such other company were the Company; and
provided, further, that the Company shall have the right to assign this
Agreement to any affiliate or subsidiary of the Company. Subject to the
foregoing, this Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their legal representatives, heirs, successors and
assigns.
8.4 Communications. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered or when mailed in any United
States post office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses set forth below, or to such other
address as any party may specify by notice to the other party; provided,
however, that any notice of change of address shall be effective only upon
receipt.
To the Company: Ridgefield Acquisition Corp.
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8.5 Waiver. Failure of a party to enforce one or more of the provisions
of this Agreement or to require at any time performance of any of the
obligations hereof shall not be construed to be a waiver of such provisions by
such party nor to in any way affect the validity of this Agreement or such
party's right thereafter to enforce any provision of this Agreement, nor to
preclude such party from taking any other action at any time which it would
legally be entitled to take.
8.6 Severability. If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the validity and enforceability of the
other provisions of this Agreement and the provision held to be invalid or
unenforceable shall be enforced as nearly as possible according to its original
terms and intent to eliminate such invalidity or unenforceability.
8.7 Governing Law. This Agreement is made and executed and shall be
governed by the laws of the State of New York, without regard to the conflicts
of law principles thereof.
8.8 Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures, which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
8.9 Entire Agreement. This Agreement sets forth the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties pertaining to the subject matter
hereof.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement as of the date set forth above.
RIDGEFIELD ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Director
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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