EXHIBIT 10.3
BLAINE ROBINSON
TERMS OF EMPLOYMENT
WITH
CONCORD CAMERA CORP.
1) POSITION
Corporate Controller
2) EMPLOYER
Concord Camera Corp., a New Jersey corporation (the "Company" or
"Concord")
3) TERM
The term hereof shall commence on the first day of the employee's
full-time employment with the Company (the "Effective Date") and shall
continue thereafter, year-to-year, until terminated in accordance with
Section 11 below. The employment may be terminated in accordance with
Section 11 at any time during the term. Unless the parties mutually agree
otherwise, the employee will start working for the Company on February
13, 2003.
4) REPORTS TO
The Chief Financial Officer, or such other person or persons as the Chief
Financial Officer or the Chief Executive Officer may from time to time
designate.
5) COMPENSATION
Salary: $150,000 per annum payable in accordance with the Company's
normal payroll policies for employees. The aforesaid salary amount is to
be reviewed on an annual basis.
6) EXPENSE REIMBURSEMENT
The Company will reimburse the employee for all reasonable documented
expenses necessarily incurred in the performance of the employee's
duties.
7) VACATION
In addition to the Company's regularly scheduled holidays, the employee
may take fifteen (15) work days of paid vacation per year, subject in
each instance to his supervisor's prior approval. The employee will
provide the Company with 30 days' prior written notice of each request
for vacation.
Blaine Robinson
Terms of Employment
Page 2 of 5
8) BONUS
The employee shall be eligible for a discretionary bonus which is
dependent upon the performance of the employee and the performance of the
Company. The Company is not obligated to pay any specific bonus amount or
any bonus at all. The initial review for bonus shall occur on or about
the time of Concord's next fiscal year end. Subsequent bonus reviews
shall take place every 12 months thereafter. To be eligible for a
discretionary bonus, the employee must be employed by the Company at the
time the bonus is paid.
9) OPTIONS
Subject to approval by the Compensation and Stock Option Committee of the
Board of Directors of Concord, no sooner than the Effective Date the
employee will be granted the following option to purchase up to 15,000
shares of the common stock of Concord, with vesting (subject to the
employee's continued employment) as to:
5,000 shares on the 1st year anniversary of the Effective Date;
another 5,000 shares on the 2nd year anniversary of the Effective
Date; and the remaining 5,000 shares on the 3rd year anniversary
of the Effective Date.
The exercise price per share of the option shall be the record share
price as of the close of business on the date of grant. The option will
not be intended to qualify as an incentive stock option and shall be: (1)
subject to the terms and conditions of Concord's standard option
agreement; and (2) conditioned upon the employee's execution and delivery
of said agreement, as of the grant date. The grant of the aforesaid
option does not establish any right of continued employment.
10) BENEFITS
The employee shall be eligible to receive the following benefits, as same
are made generally available to Company employees who participate in
these plans, with contributions, as applicable, to be made by the
employee and/or the Company consistent with the applicable plan(s):
o Life insurance at a rate of two (2) times base salary, up to the
maximum established in the plan
o Medical and Dental insurance
o Disability Insurance
o 401K Plan
To the extent that the Company in its sole discretion modifies or
terminates any of the foregoing plans or benefits, the employee shall be
subject to said changes.
Blaine Robinson
Terms of Employment
Page 3 of 5
11) TERMINATION
The Company may terminate the employee for cause at any time without
notice. "Cause" shall mean: (i) continued failure to obey reasonable
instructions of the person(s) to whom the employee reports; (ii)
continued neglect of duties and responsibilities; (iii) willful
misconduct; (iv) fraud or dishonesty; (v) any action in bad faith which
is to the detriment of the Company and/or any of its subsidiaries or
affiliates; (vi) failure to comply with any of the provisions set forth
in Exhibit A; or (vii) failure to comply with the Code of Conduct annexed
as Exhibit B.
Either party may terminate at any time for any reason or for no reason
upon giving the other party 30 days' written notice. If the Company
terminates the employee for any reason other than cause, or for no
reason, and such termination is made effective immediately or at any
other time before the expiration of the foregoing 30-day notice period,
then the Company shall pay the employee's base salary, in lieu of notice,
for the remainder of such notice period.
In the event that the employee's employment terminates for any reason at
all, voluntarily or involuntary, benefits provided to the employee will
terminate as of the last day of employment unless otherwise specified in
any employee benefit plan or unless otherwise specified as a matter of
law.
12) CONFIDENTIALITY AND INTELLECTUAL PROPERTY; NON-COMPETE; CODE OF CONDUCT
Annexed hereto as Exhibits A and B, respectively, are provisions
applicable to the employee which are incorporated herein by reference and
are part of this Agreement. As consideration for the covenants of
employee set forth in Exhibit A, the Company hereby employs or continues
to employ employee and employee hereby accepts employment or continued
employment upon the terms and conditions contained herein. The employee
acknowledges and agrees that the provisions set forth in Exhibits A and B
do not affect the Company's ability to terminate the employee at any time
with or without cause. If a provision set forth in this Term Sheet(1)
conflicts with a provision set forth in one or both of the exhibits, then
the provisions of this Term Sheet shall govern. The obligations set forth
in Exhibits A and B shall survive any termination of the employee's
employment and/or any termination or expiration of this Agreement.
In the event the employee fails to comply with any of the terms or
conditions of Exhibit A or B (as same may be modified in this Term
Sheet), all stock options granted by Concord, pursuant to this Agreement
or otherwise, are thereby forfeited regardless of whether such options
have vested.
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1 As used herein, "Term Sheet" means the portion of these Terms of Employment up
through and including the signature page. The "Agreement" or "Terms of
Employment" means the Term Sheet together with all exhibits and schedules to the
same.
Blaine Robinson
Terms of Employment
Page 4 of 5
13) REPRESENTATION BY EMPLOYEE
Employee acknowledges and represents that he is not subject to any
agreement or understanding, oral or written, direct or indirect, which
would in any way prohibit, interfere with, restrict or limit: (a) the
employee's employment by the Company (or any of its subsidiaries or
affiliates); or (b) any activities contemplated as part of the employee's
employment hereunder. The foregoing would include, but not be limited to,
any agreement or covenant relating to non-competition, non-solicitation,
confidentiality and/or non-interference. If the employee has ever signed
or been subject to one or more agreements of the nature described above,
the employee promptly disclosed them to the Company and provided the
Company with complete copies of them.
14) ACKNOWLEDGMENT OF REPRESENTATION BY COUNSEL
Employee acknowledges that he has been represented by independent counsel
or has knowingly waived his right to be represented by independent
counsel with respect to this Agreement and the subject matter hereof.
15) INDEMNIFICATION
The employee agrees to indemnify the Company and its subsidiaries and
affiliates against any damages, claims, expenses or costs, including
attorneys fees, incurred by any of them relating directly or indirectly
to any act or omission of the employee outside of the scope of the
employee's duties and responsibilities as an employee of the Company.
16) ENTIRE AGREEMENT
This Agreement (which includes all schedules and exhibits to same)
contains the entire understanding and agreement among and between the
parties and supersedes any prior understandings or agreements, oral or
written, between them relating to the subject matter hereof. Any
amendments to this Agreement must be in writing, signed by the parties
affected by the amendment.
17) SEVERABILITY
If any provision of this Agreement is held breached, illegal, invalid or
unenforceable, such provision shall be deemed severed and the remainder
of this Agreement will remain binding on the parties as though the
breached, illegal, invalid or unenforceable provision had not been
included.
Blaine Robinson
Terms of Employment
Page 5 of 5
18) ATTORNEYS' FEES
If any action at law or in equity is brought to enforce the provisions of
this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, whether at pretrial, trial or appellate levels, which
may be set by the court in the same action or in a separate action for
that purpose, including reasonable costs and fees awarded in such action,
in addition to any other relief to which the party may be entitled.
19) GOVERNING LAW
This Agreement and the employment of the employee shall be governed by
the laws of the State of Florida. Any litigation related to or arising
out of this Agreement shall be brought in the state or federal courts of
the State of Florida, or in the event the Company moves its principal
place of business from the State of Florida, in the state or federal
courts of the state of such other principal place of business. The
parties agree that service of process may be effected by certified or
registered mail, return receipt requested, or by regular mail if
certified or registered mail is refused. The parties hereto agree to
waive, and do hereby waive, trial by jury. The employee agrees and
acknowledges that in the event of his violation of any term or condition
of this Agreement that the Company will have no adequate remedy at law
and shall, therefore, be entitled to enforce any provision hereof by
temporary or permanent injunctive or mandatory relief obtained in any
court of competent jurisdiction without the necessity of proving damage
or posting any bond or other security and without prejudice to any other
remedies that may be available to the Company at law or in equity.
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
EMPLOYEE CONCORD CAMERA CORP.
/s/ Blaine Robinson By: /s/ Richard M. Finkbeiner
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Blaine Robinson Richard M. Finkbeiner
Senior Vice President and
Chief Financial Officer
Date: 2/10/03 Date: 2/10/03
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EXHIBIT A
CONCORD CAMERA CORP.
CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS
AND NON-COMPETE
Incorporated by reference to the Company's annual report on
Form 10-K for the year ended June 28, 2003 which
Confidentiality/Intellectual Property Restrictions and
Non-Compete, dated February 12, 2001 was filed as part of
Exhibit 10.41.
EXHIBIT B
CONCORD CAMERA CORP.
CODE OF CONDUCT
Incorporated by reference to the Company's quarterly report on
Form 10-Q for the quarter ended March 29, 2003 which Code of
Conduct, dated January 12, 2003 was filed as part of Exhibit
10.2.
AMENDMENT NO. 1
TO
TERMS OF EMPLOYMENT
OF
BLAINE ROBINSON
WITH
CONCORD CAMERA CORP.
AMENDMENT NO. 1, dated January 7, 2005, to Terms of Employment that
commenced effective as of February 11, 2003 (the "Agreement") by and between
CONCORD CAMERA CORP. (the "Company") and Blaine Robinson (the "employee").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:
1. In Section 5, Compensation, the salary amount is increased to
$159,000 per annum, effective as of February 11, 2004.
The following paragraph is hereby added:
"Car Allowance: $500 per month," effective as of February 11,
2004.
2. In Section 11, Termination, the second paragraph is deleted
and replaced with the following:
Either party may terminate at any time for any reason or for
no reason upon giving the other party 30 days' written notice.
If the Company terminates the employee for any reason other
than cause, and such termination is made effective immediately
or at any other time before the expiration of the foregoing
30-day notice period (the "Notice Period"), then the Company
shall pay the employee's base salary, in lieu of notice, for
the remainder of such Notice Period (the "Notice Payments").
If the Company terminates the employee for any reason other
than cause, then, subject to the limitation set forth in the
next sentence, the employee shall receive payments equal to
three (3) months of his then base salary and car allowance
(net of required withholding) (the "Severance Payments").
Notwithstanding any provision of this Agreement to the
contrary, in no event shall the employee receive payments
pursuant to this Section 11 (Notice Payments and Severance
Payments) which, when aggregated, exceed three (3) months' of
his then base salary and car allowance. By way of example: (i)
if the employee receives Notice Payments equal to one (1)
month's base salary, then his Severance Payments will be two
(2) months' base salary; and (ii) if the employee instead
receives 30 days' notice, such that there are no Notice
Payments, then the Severance Payments will be equal to three
(3) months' base salary.
3. Except as hereby amended, the Agreement shall continue in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
EMPLOYEE: CONCORD CAMERA CORP.
/s/ Blaine Robinson By: /s/ Alan Schutzman
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Blaine Robinson Alan Schutzman, Senior Vice
President and General Counsel