[AutoInfo Logo]
April 10, 1995
Mr. Scott Zecher
1341 Hudson Road
Teaneck, New Jersey 07666
Re: Employment Agreement dated January 1, 1994
Dear Scott:
Reference is made to the Employment Agreement dated as of January 1, 1994
by and between AutoInfo, Inc. (the "Company") and you (the "Agreement").
On April 10, 1995 the Compensation Committee of The Board of Directors of
the Company by unanimous approval made the following amendments to the
Agreement:
1. The term of the Agreement has been extended through and including
April 30, 1998 and paragraph 3 of the Agreement is hereby amended
accordingly;
2. Your salary shall be at the rate of $150,000 per year and paragraph 4
of the Agreement is hereby amended accordingly; and
3. For the twelve month period commencing on the date hereof, you shall
be entitled to a bonus in the amount of $100,000 payable in two equal
installments. Paragraph 5 of the Agreement is hereby amended
accordingly; provided, however, that at the end of such twelve month
period the existing provisions of paragraph 5 shall continue in full
force and effect.
All of the other terms and conditions of the Agreement shall remain in full
force and effect and shall not be effected by this amendment.
By Order of the Board of Directors
/s/ Andrew Gaspar
------------------------------------
Andrew Gaspar, Chairman of the Board
AGREED TO ACCEPTED:
/s/ Scott Zecher
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Scott Zecher
EMPLOYMENT AGREEMENT
AGREEMENT dated as of January 1, 1994 by and between AutoInfo, Inc., a
Delaware corporation ("Auto") and Scott Zecher residing at 1341 Hudson Road,
Teaneck, New Jersey 07666 ("Zecher").
WHEREAS, Zecher is currently the President and Chief Operating Officer of
Auto; and
WHEREAS, the Company desires to assure itself of the benefit of Zecher's
services and experience for a period of time; and
WHEREAS, Zecher is willing to enter into an agreement to that end with the
Company upon the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows:
1. Employment. Auto hereby employs Zecher as its President and Chief
Operating Officer and Zecher hereby accepts such employment and agrees to
perform his duties and responsibilities hereunder in accordance with the terms
and conditions hereinafter set forth.
2. Duties and Responsibilities. Zecher shall be the President and Chief
Operating Officer of Auto during the Employment Term (as defined below), with
full authority with respect to all operations of Auto. Zecher shall report to
and be subject to the direction of the Chairman of the Board ("Chairman") and
Board of Directors (the "Board") of Auto and Zecher shall perform such duties as
may be assigned to him from time to time by the Chairman or the Board; provided,
that such duties shall be of a nature consistent with the dignity and authority
of the positions of President and Chief Operating Officer. During the Employment
Term Zecher shall, subject to the Company's vacation policy, devote
substantially all of his normal business time and attention to the businesses of
Auto and its subsidiaries and affiliates and shall perform such duties in a
diligent, trustworthy, loyal, businesslike and efficient manner, all for the
purpose of advancing the business of Auto and its subsidiaries and affiliates.
Nothing contained in this Agreement shall be deemed to prohibit Zecher from
devoting a nominal amount of his time to his (and his family's) personal
investments, provided, however, that, in case of conflict, the performance of
Zecher's duties under this Agreement shall take precedence over his activities
with respect to such investments.
3. Term. The Term of this Agreement shall commence on the date hereof and
shall continue until July 31, 1997, unless terminated prior thereto in
accordance with the terms and provisions hereof (the "Employment Term").
4. Compensation. Auto shall pay to Zecher a salary at the rate of $144,000
per year, payable in such manner as Auto shall determine, but in no event any
less often than monthly, less withholding required by law and other deductions
agreed to by Zecher. Zecher's annual salary may be increased during the
Employment Term in the sole discretion of the Board.
5. Bonus. In addition to the compensation provided for in Paragraph 4 of
this Agreement, Zecher shall during the Employment Term participate in the
Company's then existing and effective profit sharing and bonus plans.
Furthermore Zecher shall receive such other bonuses as determined in the sole
discretion of the Board. Any bonuses shall be paid in such manner as the parties
mutually agree.
6. Principal Office Without Zecher's consent, Auto shall not require Zecher
to maintain his principal office in any location other than the Northern New
Jersey area.
7. Expenses and Benefits.
(a) Auto shall, consistent with Auto's policy of reporting and
reimbursement of business expenses, reimburse Zecher for such other ordinary and
necessary entertainment and business related expenses as shall be incurred by
Zecher in the course of the performance of his duties under this Agreement.
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(b) Auto recognizes that Zecher will be required to incur significant
travel in rendering services to Auto hereunder and in connection therewith Auto
shall during the Employment Term provide Zecher with an automobile (which Auto
at its option may either purchase or lease in its or Zecher's name) which the
parties agree shall be an automobile of Zecher's reasonable choice and Auto
shall pay all of the expenses associated with the operation of such automobile
including, without limitation, maintenance, fuel, repair and insurance costs.
Zecher shall have the right upon termination of this Agreement to have any
automobile lease assigned to him upon his assumption of the obligations
thereunder.
(c) Zecher shall be entitled to participate, to the extent he qualifies, in
such life insurance, hospitalization, disability and other medical insurance
plans or programs as are generally made available to executive officers of Auto
which shall be consistent with the programs and benefits currently offered to
Zecher.
8. Termination.
(a) Auto shall have the right to terminate this Agreement for disability in
the event Zecher suffers any illness or incapacity of such character as to
substantially disable him from performing his duties hereunder for a period of
more than one hundred and eighty (180) consecutive days in any one calendar year
upon Auto giving at least thirty (30) days written notice of its intention to so
terminate. If Zecher shall resume his duties hereunder within thirty (30) days
following the receipt of such notice and shall perform such duties for forty
(40) days of the next sixty (60) consecutive days thereafter, the Employment
Term shall continue without interruption and such notice of intention to
terminate shall have no further force or validity.
(b) This Agreement shall terminate upon the death of Zecher, except that
Zecher's salary shall be payable to his estate for one hundred eighty (180) days
thereafter, together with all accrued bonuses and outstanding unreimbursed
expenses.
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(c) Auto may terminate this Agreement at any time with Reasonable Cause
upon five (5) days written notice to Zecher. "Reasonable Cause" means (i)
conviction of a crime involving moral turpitude; (ii) Zecher having engaged in
any activity in competition with Auto, without Auto's consent; (iii) Zecher
having divulged any secret or confidential information of a material nature
belonging to Auto, without Auto's consent, except as required by law; (iv)
Zecher's dishonesty or misconduct that is damaging or detrimental to Auto in any
material respect; or (v) Zecher's breach of any material term of this Agreement;
provided, however, that notice under this provision shall not be effective
unless Zecher shall have first received written notice from Auto of the specific
acts or omissions alleged to constitute a breach of any material term of this
Agreement, and such breach continues unremedied for a period of fifteen (15)
days after such notice.
(d) If either (i) a third person, including a "group" as defined in Section
13(d) (3) of the Securities Exchange Act of 1934, becomes the beneficial owner
of shares of Auto having 25% or more of the total number of votes that may be
cast for the election of directors of Auto or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of Auto
before the Transaction shall cease to constitute a majority of the Board or the
Board of Directors of any successor to Auto; then and in such event for a period
of one hundred and twenty (120) days following the occurrence of such an event
Zecher may elect to terminate this Agreement upon five (5) days prior written
notice to Auto and upon such termination Zecher shall be entitled to receive, in
addition to any other payments due to Zecher pursuant to this Agreement, a
severance payment equal to the greater of (a) $250,000, or (b) the compensation
due to Zecher for the balance of the Employment Term. Upon the occurrence of a
Transaction, the Company will cause to be placed in escrow with Dreyer and Traub
an amount sufficient to cover the Company's obligations to Zecher under this
paragraph 8(d) (the "Escrow"). The Escrow, or any applicable portion thereof,
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will be distributed to Zecher upon his election to terminate this Agreement as
provided for hereinabove. Any balance of the Escrow will be returned to the
Company.
9. Non-Competition. Zecher covenants and agrees that during his employment
hereunder and for a period of two years after his employment hereunder is
terminated, he will not, without the prior written consent of Auto, (a) compete
with the business of Auto or any of its subsidiaries or affiliates and, in
particular, he will not without such consent, directly or indirectly, own,
manage, operate, finance, join, control or participate in the ownership,
management, operation, financing or control of, or be connected as a director,
officer, employee, partner, consultant or agent with, any business in
competition with or similar to the business of Auto or any of its subsidiaries
or affiliates; provided, however, that Zecher may own up to two percent of the
capital stock of any publicly traded corporation in competition with the
business of Auto or any of its subsidiaries or affiliates if the fair market
value of such corporation's outstanding capital stock exceeds $100 million, and
(b) divert, take away, interfere with or attempt to take away any present or
former employee or customer of Auto or any of its subsidiaries or affiliates.
The provisions of this Section 9 shall no longer be applicable if Zecher's
employment is terminated by Auto (other than for cause) or by Zecher pursuant to
the provisions of Section 8(d) hereof during the Employment Term. In the event
that the provisions of this Section 9 should ever be deemed to exceed the time
or geographic limitations or any other limitations permitted by applicable law,
then such provisions shall be deemed reformed to the maximum permitted by
applicable law. Zecher acknowledges and agrees that the foregoing covenant is an
essential element of this Agreement and that, but for the agreement of Zecher to
comply with the covenant, the Company would not have entered into this
Agreement, and that the remedy at law for any breach of the covenant will be
inadequate and the Company, in addition to any other relief available to it,
shall be entitled to temporary and permanent injunctive relief without the
necessity of proving actual damage.
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10. Confidential Information. Zecher recognizes and acknowledges that the
customer lists, patents, inventions, copyrights, methods of doing business,
trade secrets and proprietary information of Auto including, without limitation,
as the same may exist from time to time, are valuable, special and unique assets
of the business of Auto. Except in the ordinary course of business or as
required by law, Zecher shall not, during or after the Employment Term, disclose
any such list of customers or any part thereof, any such patents, inventions,
copyrights, methods of doing business, trade secrets or proprietary information
which are not otherwise in the public domain to any person, firm, corporation or
other entity for any reason whatsoever. In addition, Zecher specifically
acknowledges and agrees that the remedy at law for any breach of the foregoing
shall be inadequate and that AutoInfo and the Company, in addition to any other
relief available to them, shall be entitled to temporary and permanent
injunctive relief without the necessity of proving actual damage.
11. COBRA. In the event of Zecher's death during the term of this
Agreement, Auto shall make all COBRA medical premium payments for Zecher's
family for the three year period following his death.
12. Opportunities. During his employment with Auto, Zecher shall not take
any action which might divert from Auto or any of its subsidiaries or affiliates
any opportunity which would be within the scope of any of the present or future
businesses of Auto or any of its subsidiaries or affiliates.
13. Contents of Agreement, Parties in Interest, Assignment, etc. This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Zecher hereunder which are of a
personal nature shall neither be assigned nor transferred in whole or in party
by Zecher. This Agreement shall not be amended except by a written instrument
duly executed by Auto and Zecher.
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14. Severability. If any term or provision of this Agreement shall be held
to be invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extend of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, and this Agreement shall
be construed as if such invalid or unenforceable term or provision had not been
contained herein.
15. Notices. Any notice, request, instruction or other document to be given
hereunder by any party to the other party shall be in writing and shall be
deemed to have been duly given when delivered personally or five (5) days after
dispatch by registered or certified mail, postage prepaid, return receipt
requested, to the party to whom the same is so given or made:
If to Auto
addressed to: AutoInfo, Inc.
1600 Route 208
Fair Lawn, New Jersey 07410
Attn: President
with a copy to: Dreyer and Traub
101 Park Avenue
New York, New York 10178
Attn: Kenneth S. Rose, Esq.
If to Zecher
addressed to: Scott Zecher
1341 Hudson Road
Teaneck, N.J. 07666
or at such other address as the one party shall specify to the other party in
writing.
16. Counterparts and Headings. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all which
together shall constitute one and the same instrument. All headings are inserted
for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
17. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New Jersey.
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18. Arbitration. Any disputes arising hereunder shall be submitted to
arbitration before a single arbitrator in New York City under the rules and
regulations of the American Arbitration Association. Any award in such
arbitration proceeding may be enforced in any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
AUTOINFO, INC.
By: /s/ Jason Bacher
----------------------
Jason Bacher, Chairman
of the Board
/s/ Scott Zecher
----------------------
Scott Zecher
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