EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, the ("Agreement") dated as of March 4, 1999,
between Moto Guzzi Corporation, formerly known as North Atlantic Acquisition
Corp. (the "Employer"), a Delaware corporation having its executive offices at
350 Park Avenue, New York, New York 10017 and Mark S. Hauser, an individual
residing at 83 Garden Road, Scarsdale, NY 10583 ("Employee").
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger and
Reorganization dated as of August 18, 1998, as amended (the "Merger Agreement"),
Employer has agreed to merge with Moto Guzzi Corp. ("Merger") with the Employer
as the surviving corporation resulting from the Merger; and
WHEREAS, the Employer desires to employ the Employee as its Executive
Chairman; and
WHEREAS, the Employee desires to be employed by the Employer in the
aforesaid capacity; and
WHEREAS, the Employer and Employee desire to set forth in writing the terms
and conditions of their agreements and understandings.
NOW, THEREFORE, in consideration of the foregoing premises, of the mutual
covenants hereinafter contained, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending legally to be bound hereby, agree as follows:
1. EMPLOYMENT.
(1) The Employee shall serve the Employer faithfully, diligently and
to the best of his ability under the direction of the Board of Directors of the
Employer and agrees to devote such portion of his business time, energies and
skill to his duties hereunder and to the business and affairs of the Employer as
are reasonably necessary to perform the tasks and responsibilities assumed.
Notwithstanding the foregoing, nothing herein shall be construed to limit the
ability or right of Employee to engage or participate in any other business or
professional activities during the Term provided same do not, individually or in
the aggregate, materially interfere with the Employee's obligations to the
Employer. Employer successfully acknowledges that Employee is a principal of
Tamarix Investors LDC and is an executive officer of one or more entities
affiliated therewith, including Tamarix Capital Corporation ("TCC"), and is the
chief executive officer of Trident Rowan Group, Inc., and that Employee has and
will continue to have substantial duties therewith and will be required to
devote significant amounts of time and attention to such duties during the Term.
Employer agrees that the fulfillment of such duties does not violate this
agreement.
(2) The principal duties of the Employee shall be to serve as the
Employer's Executive Chairman and in such capacity, to render the services
normally associated with the office of the chairman of the board of directors
and to render such other services as are consistent with his position and office
as the Board of Directors of the Employer may from time to time reasonably
require. Employee shall also have the authority normally associated with the
office of president, including the authority to execute documents and other
instruments on behalf of the Employer. Employee shall not, however, have the
responsibilities normally associated with the office of the chief executive
officer of a corporation.
2. TERM OF AGREEMENT. Employment under this agreement shall commence on the
effective date of the Merger (the "Effective Date"). The initial term of
employment shall end at the close of business on the day preceding the third
anniversary of the Effective Date (the "Initial Term"). The Initial
Term shall be extended for successive twelve month periods on a rolling basis
unless notice to terminate is received by either party prior to ninety days
before the termination of the then current term of this agreement. Each twelve
month period commencing on the third anniversary hereof shall be a "Renewal
Year." The Initial Term together with all Renewal Years shall be referred to as
the "Term."
3. COMPENSATION.
(1) The Employer shall pay the Employee for all services rendered a
salary of $90,000 per year, payable in accordance with Employer's customary
payroll methods. Salary payments shall be subject to withholding and other
applicable taxes. Employee shall be eligible to receive such bonus compensation
as the Board of Directors may determine to award in its discretion, including in
respect of achieving annual or other performance goals or having responsibility
for completing a material individual transaction, result or event. Employer
shall also promptly pay TCC the sum of $9,000 on the first day of each month in
exchange for TCC enabling Employer to use TCC's facilities as its corporate
office and for enabling Employee to perform his duties on behalf of the Employer
from TCC's facilities.
(2) The Employer shall grant to the Employee on the Effective Date and
option to purchase an aggregate of 150,000 shares of Employer's Class A Common
Stock, under and pursuant to Employer's 1998 Stock Option Plan ("Plan") and
pursuant to a Stock Option Grant Letter dated March 4, 1999 between the Employer
and the Employee (the "Stock Option Agreement"). In addition, the Employee shall
be eligible to receive grants of additional options under the Plan to purchase
Common Stock.
4. BENEFITS.
(1) During the Term, Employee shall be entitled to participate in all
pension, retirement and profit sharing plans, all medical, hospital, major
medical, life insurance and statutory disability coverage plans and all other
employee benefit plans which the Employer may from time to time make generally
available to other executive employees of the Employer ("Employee Benefit
Plans"), on at least the same basis as such plan or plans and benefits are made
generally available to such individuals, subject to the provisions of such
plans.
(2) The Employer agrees to reimburse Employee in full for all
reasonable and necessary business, entertainment and travel expenses incurred or
expended in connection with the performance of his duties hereunder, such
reimbursement to be made in accordance with corporate policies and procedures
with respect thereto from time to time adopted by the Employer for executive
personnel of the Employer.
(3) For each calendar year during the Term, the Employee shall be
entitled to six (6) weeks of paid vacation and shall otherwise enjoy and be
bound by the Employer's standard policies, as amended from time to time,
regarding accrual and utilization of paid vacation time.
5. TERMINATION. This agreement shall be terminable prior to expiration only
as follows:
(1) BY THE EMPLOYER. The Employer may terminate this agreement if
Employee: (i) is convicted of a crime involving larceny, embezzlement, bribery
or acts of moral turpitude; (ii) is consistently, habitually or flagrantly
derelict in the performance of his duties; or (iii) is repeatedly intoxicated or
under the influence of alcohol or drugs (other than drugs prescribed for him by
a licensed physician); or (iv) engages in actions which expose the Employer to
public ridicule; or (v) knowingly engages in actions intended by Employee to
result, and which in fact result, in substantial damage to the Employer; or (vi)
has become permanently disabled, in the good faith opinion of a physician
appointed by
the Employer, from performing his duties and in such physician's opinion, will
likely be unable substantially to perform such duties for the following six
months. Termination pursuant to clauses (ii), (iii), (iv) or (v) of this
subparagraph (a) shall not take effect unless Employee has failed to cure any
violation thereof within 30 days of notice by the Employer setting forth the
specific facts constituting such violation. Upon any termination by Employer
other than as permitted hereby, all compensation otherwise payable to Employee
for the duration of the Term shall immediately become due and payable.
(2) BY EMPLOYEE. Employee may terminate this agreement if the Employer
violates any material provision of this agreement, which violation is not cured
within 30 days of the giving by the Employee of notice thereof. Upon any such
termination by Employee, all compensation otherwise payable to Employee for the
duration of the Term shall immediately become due and payable.
6. CONFIDENTIALITY. The Employee recognizes that the services to be
performed by him for the Employer may require the disclosure to Employee of
confidential information and trade secrets concerning the operations of the
Employer and its affiliates. Accordingly, the Employee agrees that he will not,
except with the prior written consent of the Employer's Board of Directors, or
as may be required by law, directly or indirectly, disclose during the Term or
any time thereafter any secret or confidential information that he has learned
by reason of his association with the Employer or use any such information to
the detriment of the Employer so long as such confidential information or trade
secrets have not been voluntarily disclosed by the Employer without restriction,
or are not otherwise in the public domain. If the Employee shall be required by
law to disclose any such confidential information, the Employee will, to the
extent reasonably practicable, notify and consult with the Employer prior to any
such disclosure.
7. NON-SOLICITATION; NON-COMPETITION. Employee agrees not to solicit or
hire, either directly or indirectly, any then-current employee, officer or
director of the Employer, or to engage in or render services (including, without
limitation, research, development, manufacturing, marketing or sales) in any
capacity, either directly or indirectly, to any person, firm, corporation or
other entity engaged in the motorcycle industry or in businesses related
thereto, in competition with the business of the Employer, for so long as this
agreement remains in effect.
8. INDEMNIFICATION. The Employer hereby agrees to indemnify and hold
harmless Employee as an officer and director of the Employer to the fullest
extent permitted by applicable law. This provision shall survive the termination
of this agreement with respect to events occurring prior thereto.
9. MISCELLANEOUS.
(1) Any and all notices or other communications required to be given
under this agreement shall be deemed to have been duly given on the date of
delivery, if delivered in person or by confirmed facsimile transmission, or
three days after mailing, if mailed within the continental United States,
postage prepaid, by registered or certified mail, to the party entitled to
receive same, at the address set forth below for such party, or to such other
address or addresses as any party hereto may specify in a notice given in
conformity with the provisions of this Section 9(a):
To Employer: Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
350 Park Avenue
New York, New York 10017
With a copy to: David Lerner, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
To Employee: Mark S. Hauser
83 Garden Road
Scarsdale, NY 10583
(2) This agreement constitutes the entire agreement between the
parties hereto with respect to the matters herein provided, and this agreement
cancels and supersedes any or all prior agreements and understandings, written
or oral, between the parties with respect to such matters. No modification or
waiver of any provision hereof shall be effective unless in writing and signed
by the parties hereto.
(3) The rights and obligations of any party hereunder may not be
assigned or transferred to any third party without the prior written consent of
the other party hereto.
(4) If any provision of this agreement or application thereof to
anyone or under any circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect any
other provision or application of this agreement which can be given affect
without the invalid or unenforceable provision or application and shall not
invalidate or render unenforceable such provision or application in any other
jurisdiction.
(5) The waiver by either party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by such party. No waiver shall be valid unless in writing
and signed by the party against whom enforcement of the waiver is sought.
(6) This agreement may be executed in several counterparts, each of
which is an original and all of which shall constitute one instrument. It shall
not be necessary in making proof of this agreement or any counterpart hereof to
produce or account for any of the other counterparts.
(7) The captions and headings contained in this agreement are for
convenience only and shall not be construed as a part of the agreement.
(8) The validity, interpretation, construction, performance and
enforcement of this agreement shall be governed by the substantive law of the
State of New York, without giving effect to the conflicts of law provisions
thereof.
IN WITNESS WHEREOF, the parties hereto have signed or caused their duly
authorized agents to sign this Agreement as of the date first above written.
MOTO GUZZI CORPORATION
(formerly North Atlantic Acquisition Corp.)
By:
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Name: --------------------------------------
Title:--------------------------------------
/S/ MARK S. HAUSER
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Mark S. Hauser