EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 1, 1995, between
ROBERT A. BRUNO ("Executive") an individual having an address at 871 Annette
Drive, Wantagh, New York 11793 and THE LEHIGH GROUP INC., a Delaware corporation
("Employer") having its principal place of business at 810 Seventh Avenue, New
York, New York.
In consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:
1. EMPLOYMENT OF EXECUTIVE
Employer hereby agrees to employ Executive and
Executive hereby agrees to be and remain in the employ of Employer upon the
terms and conditions hereinafter set forth.
2. EMPLOYMENT PERIOD
The term of Executive's employment under this
Agreement (the "Employment Period") shall commence as of the date hereof and,
subject to earlier termination as provided in Section 5, shall terminate on
December 31, 1999.
3. DUTIES AND RESPONSIBILITIES
During the Employment Period, Executive (i) shall be
a Vice President and General Counsel of Employer, (ii) shall expend his best
efforts, energies and skills, and such time as is reasonably required to fulfill
his responsibilities hereunder, to the business of the Company (as hereinafter
defined), it being understood that (although Executive may engage in other
business activities) the Company will require a substantial majority of
Executive business time, and (iii) shall have such authority, discretion, power
and responsibility, and shall be entitled to office, secretarial and other
facilities and conditions of employment, as are customary or appropriate to his
position (including without limitation those currently exercised by and afforded
to him). Executive shall also serve without additional compensation as a
director of Employer and as an officer and director of any of its subsidiaries,
if so elected or appointed, but if he is not so elected or appointed his
compensation hereunder shall in no way be affected. Employer shall use its best
efforts to cause Executive to be elected as a director of Employer at all times
during the Employment Period. Executive shall report directly to the President
of Employer. For all purposes of this Agreement, the term "Company" means
Employer and all corporations, associations, companies, partnerships, firms and
other enterprises controlled by or under common control with Employer.
4. COMPENSATION AND RELATED MATTERS
4.1 COMPENSATION, GENERALLY. For all services
rendered and required to be rendered by Executive under this Agreement, Employer
shall pay to Executive during and with respect to the Employment Period, and
Executive agrees to accept, such base salary ("Base Salary"), discretionary
performance bonus and stock options as are set forth on Exhibit 4.1.
4.2 AUTOMOBILE. To facilitate the performance of
Executive's responsibilities hereunder, at all times during the Employment
Period, Employer shall pay to Executive a non-accountable expense allowance, in
such amount and at such times as in accordance with past practice, to be applied
by Executive toward the costs of operating, maintaining, insuring and garaging
his automobile and related costs. In lieu of the foregoing, Employer may, if it
so desires, make available to Executive, at Employer's expense, for Executive's
personal use, an automobile suitable for his use, in which event Employer shall
pay the costs of operating, maintaining, insuring and garaging such automobile,
subject to such policies as may be in effect from time to time applicable to
senior executive officers of Employer.
4.3 OTHER BENEFITS. During the Employment Period,
subject to, and to the extent Executive is eligible under their respective
terms, Executive shall be entitled to receive such fringe benefits as are, or
are from time to time hereafter, generally provided by Employer to Employer's
employees of comparable status (other than those provided under or pursuant to
separately negotiated individual employment agreements or arrangements and other
than as would duplicate benefits otherwise provided to Executive) under any
pension or retirement plan, disability plan or insurance, group life insurance,
medical insurance, travel accident insurance, or other similar plan or program
of Employer. Executive's Base Salary shall (where applicable) constitute the
compensation on the basis of which the amount of Executive's benefits under any
such plan or program shall be fixed and determined.
4.4 EXPENSE REIMBURSEMENT. Employer shall reimburse
Executive for all business expenses reasonably incurred by him in the
performance of his duties under this Agreement upon his presentation, not less
frequently than monthly, of signed, itemized accounts of such expenditures all
in accordance with Employer's procedures and policies as adopted and in effect
from time to time and applicable to its employees of comparable status.
4.5 VACATIONS. Executive shall be entitled to five
weeks paid vacation each year (in addition to public holidays), which shall be
taken at such time or times as shall not unreasonably interfere with Executive's
performance of his duties under this Agreement.
5. TERMINATION OF EMPLOYMENT PERIOD
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5.1 BY EMPLOYER; CAUSE. Employer may, at any time
during the Employment Period by notice to Executive, terminate the Employment
Period "for cause" effective immediately. Such notice shall specify the cause
for termination. For the purposes hereof, "for cause" means (i) willful and
continued failure by Executive to substantially perform his duties hereunder
(other than as a result of incapacity due to illness of injury), after a demand
for substantial performance is delivered to Executive by Company, which
identifies the manner in which the Company believes that Executive shall not
have substantially performed his duties, (ii) willful misconduct by Executive
which is demonstrably and materially injurious to the Company, monetarily or
otherwise, (iii) commission by Executive of an act of fraud or embezzlement
resulting in material economic harm to the Company, or (iv) the conviction of
Executive of a felony involving moral turpitude (other than driving while
intoxicated).
5.2 DISABILITY. During the Employment Period, if,
solely as a result of physical or mental incapacity or infirmity (other than
alcoholism or drug addiction), Executive shall be unable to perform his
substantial duties under this Agreement for (i) a continuous period of at least
180 days, or (ii) periods aggregating at least 270 days during any period of 24
consecutive months (each a "Disability Period"), and at the end of the
Disability Period there is no reasonable probability that Executive can promptly
resume his duties hereunder pursuant hereto, Executive shall be deemed disabled
("the Disability") and Employer, by notice to Executive, shall have the right to
terminate the Employment Period for Disability at, as of or after the end of the
Disability Period. The existence of the disability shall be determined by a
reputable, licensed physician mutually selected by Employer and Executive, whose
determination shall be final and binding on the parties, provided, that if
Employer and Executive cannot agree upon such physician, such physician shall be
designated by the then acting President of the New York County Medical Society,
and if for any reason such President shall fail or refuse to designate such
physician, such physician shall, at the request of either party, be designated
by the American Arbitration Association. Executive shall cooperate in all
reasonable respects to enable an examination to be made by such physician.
5.3 DEATH. The Employment Period shall end on the
date of Executive's death.
5.4 TERMINATION COMPENSATION. Executive shall not be
entitled to compensation following the termination of the Employment Period in
accordance with this Section 5 (except for Base Salary through the date of
termination of the Employment Period and performance bonus, if any, in respect
of any year prior to termination).
5.5 RIGHTS UPON TERMINATION; NO MITIGATION. In the
event of the termination by Employer of Executive's employment hereunder other
than pursuant to this Section 5 or if Executive terminates his employment
hereunder by reason of a material breach by Employer of any provision of this
Agreement that Employer fails to remedy or cease within 30 days after notice
thereof to Employer (provided, that if the Company previously
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materially breached the same provision and cured such breach after notice given
pursuant to this Section, only five days notice shall be required), then (i)
each installment of Base Salary that would have become payable during the
Employment Period (if the Employment Period had not been terminated prior to the
expiration thereof) shall become due and payable immediately to Executive, (ii)
Executive shall continue to be entitled to the benefits set forth in Sections
4.2 and 4.3 of this Agreement through the remainder of the Employment Period (as
if the Employment Period had not been so terminated), (iii) the option granted
to Executive shall become immediately exercisable in full (prior to the
expiration thereof in accordance with its terms), and (iii) Executive shall be
under no obligation to seek other employment and there shall be no offset
against amounts due Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that Executive may
obtain.
6. LOCATION OF EXECUTIVE'S ACTIVITIES
Executive's principal place of business in the
performance of his duties and obligations under this Agreement shall be in the
New York City metropolitan area. Notwithstanding the preceding sentence,
Executive will engage in such travel and spend such time in other places as may
be necessary or appropriate in furtherance of his duties hereunder.
7. MISCELLANEOUS
7.1 NOTICES. Any notice, consent or authorization
required or permitted to be given pursuant to this Agreement shall be in writing
and sent to the party for or to whom intended, at the address of such party set
forth in the heading of this agreement, by registered or certified mail (if
available), postage paid, or at such other address as either party shall
designate by notice given to the other in the manner provided herein.
7.2 TAXES. Employer is authorized to withhold (from
any compensation or benefits payable hereunder to Executive) such amounts for
income tax, social security, unemployment compensation and other taxes as shall
be necessary or appropriate in the reasonable judgment of Employer to comply
with applicable laws and regulations.
7.3 CONFIDENTIAL INFORMATION. Executive shall not at
any time, whether during the Employment Period or thereafter, disclose or use
(except in the course of his employment hereunder and in furtherance of the
business of the Company, or as required by applicable law) any confidential
information, trade secrets or proprietary data of the Company.
7.4 GOVERNING LAW. This Agreement shall be governed
by and construed and enforced in accordance with the laws of New York applicable
to agreements made and to be performed therein.
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7.5 HEADINGS. All descriptive headings in this
Agreement are inserted for convenience only and shall be disregarded in
construing or applying any provision of this Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
7.7 SEVERABILITY. If any provision of this Agreement,
or part thereof, is held to be unenforceable, the remainder of such provision
and this Agreement, as the case may be, shall nevertheless remain in full force
and effect.
7.8 ATTORNEYS' FEES. In the case of any action or
proceeding brought by a party to enforce any provision of this Agreement, upon
the entering of a final non-appealable judgment with respect thereto, the
prevailing party shall be entitled to recover from the other party the
prevailing party's reasonable attorneys' fees and expenses incurred in
connection with such action or proceeding.
7.9 WAIVER OF COMPLIANCE. The failure of a party to
insist on strict adherence to any term of this Agreement on any occasion shall
not be considered a waiver of, or deprive that party of the right thereafter to
insist upon strict adherence to, that term or any other term of this Agreement.
Any waiver must be in writing.
7.10 ARBITRATION. Any dispute or controversy under or
in connection with this Agreement shall be settled by arbitration conducted in
the City of New York before one arbitrator in accordance with the rules then in
effect of the American Arbitration Association. Judgment may be entered upon the
arbitrator's award in any court having jurisdiction thereof, and the parties
consent to the jurisdiction of the New York courts for this purpose.
7.11 ENTIRE AGREEMENT. This Agreement, together with
the option agreement referred to herein, contains the entire agreement and
understanding between Employer and Executive with respect to the subject matter
hereof. This Agreement supersedes any prior agreement between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
THE LEHIGH GROUP, INC.
By:/s SALVATORE J. ZIZZA
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SALVATORE J. ZIZZA
Chairman of the Board and President
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/s/ ROBERT A. BRUNO
---------------------------------
ROBERT A. BRUNO
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EXHIBIT 4.1
Compensation
1. BASE SALARY. During the Employment Period, Employer shall pay to Executive
Base Salary at the rate of $150,000 per annum, payable in accordance with
Employer's usual payroll practice. Notwithstanding the foregoing, one-third of
Executive's Base Salary during each pay period shall be deferred until such time
as the Employer acquires directly or indirectly, a new business with annual
revenues, in the first year of such business or businesses immediately prior to
such acquisition, aggregating at least $25 million (an "Acquired Business"), at
which time Employer shall pay to Executive the compensation so deferred;
provided that Executive shall be entitled to receive such deferred compensation
only if such business or businesses are acquired during the Employment Period or
within six months following the termination or expiration thereof. From and
after the date of consummation by the Company of an Acquired Business, there
shall be no further deferral of Executive's Base Salary and Executive shall be
paid at the rate of $150,000 per annum.
2. PERFORMANCE BONUS. At the end of each calendar year within the Employment
Period, Employer shall review its performance and that of Executive and may, in
its sole judgment and discretion, determine to pay to Executive a discretionary
performance bonus. Such bonus, if any, shall be payable within 90 days after the
end of such year. The payment of such bonus to Executive for any year or years
shall not entitle Executive to a discretionary performance bonus for any
succeeding year.
3. GRANT OF OPTIONS. On or prior to April 7, 1995, Employer shall grant to
Executive an option to purchase a total of @50,000 shares of Employer's Common
Stock, par value $.001 per share, at an exercise price of $.50 per share,
expiring December 31, 1999 (subject to earlier termination in the event of
Executive's prior death or disability or in the event of the prior termination
of Executive's employment hereunder). Subject to Section 5.5(iii), such option
shall become exercisable (i) commencing immediately, as to 100,000 shares
subject to such option, (ii) commencing December 31, 1995, as to an additional
75,000 shares subject to such option, and (iii) commencing December 31, 1996, as
to the remaining 75,000 shares subject to such option. Such option shall be
subject to the other terms and conditions set forth in such options (including
without limitation those with respect to the exercisability thereof).
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