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EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of this 1st day of May, 1998, between THRIFT MANAGEMENT, INC., a
Florida corporation (the "Company"), and Ray Bryce (the "Executive").
W I T N E S S E T H:
WHEREAS, the Board of the Directors of the Company desires to employ
the Executive to serve as Senior Vice President of the Company and/or a wholly
owned subsidiary of the Company;
WHEREAS, the Board desires to provide for the employment of the
Executive and establish the terms of Executive's compensation, including
appropriate incentive compensation based on the Company's performance during the
term of the Executive's employment with the Company; and
WHEREAS, in order to effect the foregoing, the Company and the
Executive wish to enter into an employment agreement on the terms and conditions
set forth below;
NOW, THEREFORE, in consideration of the promises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to serve, as Senior Vice President of the Company and/or
a wholly owned subsidiary of the Company, with such duties, responsibilities and
authority as may, from time to time, be assigned to the Executive by the Board
of Directors or Chief Executive Officer of the Company (the "Executive's
Duties"). The Executive shall devote all of his working time and efforts to the
business and affairs of the Company. The term of this Agreement (the "Employment
Term") shall be from the date of this Agreement through April 30, 2002. The
Executive's employment with the Company shall continue until the end of the
Employment Term, unless either the Company or the Executive shall have
previously provided to the other party written notice of such party's intention
not to continue such employment in accordance with Section 4 hereof.
2. COMPENSATION AND BENEFITS. The Company shall pay to the Executive
the annual compensation and other amounts set forth below:
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(a) BASE SALARY. The Company shall pay the Executive an
initial annual base salary of US$100,000, payable in bi-weekly installments
according to the Company's regular payroll practices and subject to such
deductions as may be required by law. The Executive shall be entitled to such
further annual increases in base salary as may be determined by the Board of
Directors from time to time during the Employment Term, provided that such
increases shall not be less than 5% annually.
(b) CASH BONUS. The Executive shall receive an annual bonus in
an amount to be determined by the Board of Directors, which annual bonus shall
be not less than US$10,000.
(c) AUTOMOBILE. The Company shall provide the Executive with a
leased vehicle for his use in Florida and will reimburse the Executive for
insurance, gasoline and repairs in connection therewith. To the extent that the
Executive's personal vehicle is used by him for Company business outside of
Florida, the Executive shall be reimbursed at a rate of US$.27 per mile.
(d) OTHER BENEFITS. In addition to the foregoing, the
Executive shall receive:
(i) US$200.00 per month for the purpose of
reimbursement of the health insurance needs for
himself and his dependents, which payments shall
continue until the Company implements a health
insurance plan;
(ii) three weeks' paid vacation annually, provided
that during the first year of the Employment Term,
the Executive shall be entitled to two weeks' paid
vacation after the first six months of the Employment
Term;
(iii) a laptop computer for his use, with docking for
monitor and keyboard, together with Microsoft Office
software and Internet access;
(iv) a printer, facsimile machine and photocopier for
home use;
(v) a digital cellular telephone;
(vi) a Company credit card and reimbursement of
Company-related travel expenses;
(vii) if the Executive relocates at the Company's
request, reimbursement of reasonable moving expenses;
(viii) all such other benefits, including
participation in all retirement and other benefit
plans (which may include, in the Board's sole
discretion, ESOP, 401(k) and life and disability
insurance plans) and paid holidays consistent with
the Company's practices (which currently provides for
six
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paid holidays), as may be available from time to time
to officers and employees of the Company generally.
The Company agrees that the Executive shall be
immediately eligible for all such benefits and plans,
as permitted by applicable law.
(e) OPTIONS.
(i) Upon signing this Agreement, the Executive shall
be granted options (the "Options") to acquire an
aggregate of 25,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"),
under the Company's 1996 Stock Option Plan, as
amended (the "Plan"). The exercise price shall be
US$_______ per share of Common Stock. The Options
shall vest as follows: (i) with respect to 25% of the
Options, at any time on or after one year from the
date hereof; (ii) with respect to an additional 25%
of the Options, at any time on or after two years
from the date hereof; (iii) with respect to an
additional 25% of the Options, at any time on or
after three years from the date hereof; and (iv) with
respect to the remaining 25% of the Options, at any
time on or after four years from the date hereof.
(ii) In addition to the foregoing, the Executive
shall be granted a minimum of 5,000 additional
Options per year, at exercise prices based on the
then-current market value, subject to increase in the
Board's discretion if the Executive has achieved
certain agreed-upon performance objectives.
3. TERMINATION. The Executive's employment hereunder may be terminated
at any time prior to the scheduled expiration of the Employment Term by the
Board of Directors or the Chief Executive Officer of the Company in its or his
sole discretion, as applicable, including as follows:
(a) The Executive's employment may be terminated for "Cause."
For purposes of this Agreement, "Cause" shall mean (i) the material failure of
the Executive to fulfill the Executive's Duties, after notice to the Executive
describing such material failure and the steps required to fulfill the
Executive's Duties, and the Executive's subsequent failure to complete such
steps; (ii) the Executive's engaging in misconduct that is materially injurious
to the Company, monetarily or otherwise, or that constitutes personal dishonesty
or breach of fiduciary duty; (iii) any action by the Executive or any failure to
act on the part of the Executive that constitutes fraud, embezzlement or
conviction of a felony; or (iv) any material breach of this Agreement by the
Executive.
(b) The Executive's employment hereunder shall terminate upon
his death.
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(c) If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
hereunder on a full-time basis for more than 60 days in any 12-month period (the
"Disability Period") and if within 10 days after a written Notice of Termination
is given, the Executive shall not have returned to the performance of his duties
on a full-time basis, the Company may terminate the Executive's employment by
delivering a Notice of Termination in accordance with Section 4 hereof. The
Company agrees that, if the Executive subsequently becomes able to return to his
employment on a full-time basis after receipt of a Notice of Termination from
the Company, the Company will consider the Executive for possible re-employment
with the Company if, in the Company's sole discretion, an appropriate position
is available.
4. NOTICE OF TERMINATION.
(a) TERMINATION BY THE COMPANY. Any termination of the
Executive's employment by the Company (other than termination by reason of the
Executive's death) shall be communicated by a written Notice of Termination to
the Executive. For purposes of this Agreement, a "Notice of Termination" shall
mean a written notice indicating the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
(b) TERMINATION BY THE EXECUTIVE. The Executive hereby agrees
to provide the Company with not less than 60 days' prior written notice of any
termination of this Agreement by him.
5. PAYMENTS UPON TERMINATION.
(a) Upon termination of this Agreement pursuant to Sections
3(a), 3(b) or 3(c) hereof or by the Executive for any reason, then, except for
salary and other payments provided for herein that are due as of the date of
termination, the Company shall have no obligation whatsoever after the date of
such termination to make any payments to the Executive.
(b) Upon termination of this Agreement by the Company other
than pursuant to Sections 3(a), 3(b) or 3(c) hereof, then, in addition to the
salary and other payments provided for herein that are due as of the date of
termination, the Executive (or his heirs or personal representative, as
applicable) shall be entitled to receive a severance payment equal to one year's
total compensation (which shall include payment of the Executive's base salary,
annual bonus, unused vacation, health insurance reimbursement and any other
benefits or payments that would be due to the Executive pursuant to the
Company's then-current plans and policies).
(c) In the event of a termination of this Agreement, any
Options granted pursuant to Section 2(e)(i) hereof that have not vested as of
the date of termination shall be cancelled. Any vested Options as of the date of
termination shall remain exercisable in accordance with their terms.
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6. BINDING EFFECT. Except as herein otherwise provided, this Agreement
shall inure to the benefit of and shall be binding upon the parties hereto,
their personal representatives, successors, heirs and assigns.
7. COVENANT NOT TO COMPETE. The Executive agrees that during the term
of this Agreement and for a period of one year from the date of termination of
this Agreement, he will not, directly or indirectly, engage in the business of
operating a "thrift" store, or solicit any potential suppliers or charities for
such business within the State of Florida; provided, however, that the Executive
shall not be limited by the foregoing provision if the Executive's employment is
terminated by the Company without Cause.
8. NOTICE. For the purposes of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in writing and shall
be hand delivered or sent by facsimile transmission or by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: Ray Bryce
1508 Chalice Crescent
Mississanga, Ontario
CAN L5C153
Facsimile:_________________
If to the Company: Thrift Management, Inc.
3141 W. Hallandale Beach Boulevard
Hallandale, Florida 33009
Facsimile: 954/964-7920
or to such other address as any party may have furnished to the others in
writing in accordance herewith. Any notice or communication given in conformity
with this Section shall be deemed to be effective when received by the addressee
if delivered by hand, overnight courier or facsimile (with confirmed receipt),
and shall be deemed to be effective three days after mailing, if mailed.
9. AMENDMENT AND WAIVER. No provisions of this Agreement may be
amended, modified, waived or discharged unless such amendment, waiver,
modification or discharge is agreed to in writing signed by the Executive and on
behalf of the Company by such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
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10. ENTIRE AGREEMENT. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.
11. GOVERNING LAW. The validity, interpretation, and performance of
this Agreement shall be governed by the laws of the State of Florida.
12. VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
13. NO ASSIGNMENT. This Agreement may not be assigned by any party
without the prior written consent of the other party; notwithstanding the
foregoing, the Company may, at any time in its sole discretion, assign its
rights and obligations under this Agreement to a wholly owned subsidiary.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
COMPANY:
THRIFT MANAGEMENT, INC.,
a Florida corporation
Attest:
/s/ Diane Richards By: /s/ Marc Douglas
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Marc Douglas, President and
Chief Executive Officer
EXECUTIVE:
Attest:
/s/ Nancy Bryce /s/ Ray Bryce
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Ray Bryce
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