EXHIBIT 10.11
GERALD J. ANGELI
TERMS OF EMPLOYMENT
WITH
CONCORD CAMERA CORP.
AS OF APRIL 17, 2000
1) POSITION
Vice President -- OEM Product Supply.
2) EMPLOYER
Concord Camera Corp. a New Jersey corporation (the "Company").
3) TERM
Three years commencing on the first day of full-time employment
with the Company. After the initial term, the employment is
renewable on an annual basis subject to agreement by both
parties. The employment may be terminated in accordance with
Paragraph 11 below either during the initial term or any renewals
thereof.
4) REPORTS TO
Brian F. King, Senior Vice President, or such other person or
persons as the Chairman & Chief Executive Officer may designate.
5) COMPENSATION
Salary: $190,000 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
All reasonable documented expenses necessarily incurred in the
performance of the employee's duties will be reimbursed in
accordance with Company policies.
7) VACATION
Three weeks vacation per year. Employee shall provide the Company
a minimum of 30 days' notice of a request for vacation days. All
vacation days are subject to the Company's approval. The employee
shall be entitled to the Company's regularly scheduled holidays.
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8) BONUS
The employee is eligible to participate in the Company's
management incentive compensation program. The participation
shall be subject to the terms and conditions of said program. The
eligibility to participate in the program of employee does not
require the Company to provide a bonus to the employee. The
initial review for bonus shall occur on or about June 30, 2000
and cover the period from the initial date of employment through
June 30, 2000. Subsequent bonus reviews shall take place every 12
months thereafter.
9) OPTIONS
The employee will be granted the following options to purchase
shares of the common stock of Concord Camera Corp.
15,000 shares to vest on the 1st year anniversary date
15,000 shares to vest on the 2nd year anniversary date
15,000 shares to vest on the 3rd year anniversary date
The price of the options shall be the record share price as of
the close of business on the signing date. The options shall be:
(1) subject to the terms and conditions of the Company's standard
option agreement; (2) conditioned upon the employee's execution
and delivery of said agreement, as of the signing date. The grant
of the aforesaid options does not establish any right of
continued employment.
10) AUTOMOBILE ALLOWANCE
Automobile allowance of $1,000 per month.
11) LOAN
The Company has agreed to provide to the employee a loan in the
amount of $30,000 as specified on the Promissory Note annexed
hereto as Exhibit D. Pursuant to the terms of the Promissory
Note, in the event that the employee's employment is terminated
voluntarily by the employee then all amounts then due under
the Promissory Note shall immediately become due and payable.
Subject to employee's continued employment as of the below
applicable forgiveness dates, the loan will be forgiven as
follows:
One third on the first anniversary date of employment (April 17,
2001);
One third on the second anniversary date of employment
(April 17, 2002); and
One third on the third anniversary date of employment (April 17,
2003);
If the employee has been terminated by the Company for any reason
other than Cause, the Company will forgive the loan. In the event
that the employee is terminated for cause all amounts then due
under the Promissory Note shall immediately become due and
payable. The employee consents to withdraw or offset from any
amounts due to the employee from the Company, if applicable.
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12) BOSTON UNIVERSITY MANUFACTURING PROGRAM
Employer acknowledges that employee is authorized to continue his
participation in the Boston University Manufacturing Program. It
is acknowledged that employee's participation will require him to
attend 3-4 meetings per year, provided that such participation
does not conflict with meetings that Employee is scheduled to
attend on behalf of the Company. It is further agreed that
employee will not be required to utilize vacation or personal
time to participate in these meetings. All travel and other
expenses relevant to this Program will be born by the Employee.
13) RELOCATION
Employee agrees to relocate his primary residence to the
Company's headquarters in Hollywood, Florida no later than May
16, 2000, under the terms of the Company's standard relocation
package (as described in section "A" of the June 12, 1998 memo
provided herewith). If the actual cost to employee of moving his
household possessions exceeds the $5,000 "moving allowance"
described in the relocation package, the Company will reimburse
him for such cost up to an amount that, when combined with the
moving allowance, does not exceed a total of $12,000 for moving
expenses.
l4) 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.
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15) TERMINATION
o Concord 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) any action
in bad faith which is to the detriment of the Company and/or
any of its subsidiaries or affiliates; (v) failure to comply
with the terms of the Confidentiality/Intellectual property
provisions annexed as Exhibit A; (vi) failure to comply with
the terms of the Non-compete provisions annexed as Exhibit
B; or (vii) failure to comply with the terms of the Code of
Conduct annexed as Exhibit C.
o Either party may terminate at any time for any reasons upon
giving the other party 30 days' written notice.
o If the Company terminates the employee for any reason other
than cause, the employee shall be entitled to one month's
base salary. In addition to the aforementioned one month's
salary, in the event the employer terminates the employee
for any reason other than cause then the employee will be
entitled to receive additional termination compensation at
the rate of one month's base salary for each three months of
employment, up to a maximum of 12 months base salary. It is
further agreed and understood that once employee has
accumulated a total of 12 months base salary as termination
benefits, the 12 months will be carried forward to
additional employment periods including any extensions
thereof.
o 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 employment
benefit plan or unless otherwise specified as a matter of
law.
o In the event that employee is terminated for any reason
other than cause prior to the 1st anniversary of employment
by "New Management", resulting from a change in control from
the Company's existing management, then and in that event
only, the options (15,000) scheduled to vest as of the 1st
anniversary employment date shall vest effective the date of
termination, notwithstanding such termination. In the event
of such termination all other option rights granted
hereunder will terminate effective the date of termination.
16) CONFIDENTIALITY AND INTELLECTUAL PROPERTY; NON-COMPETE; CODE OF
CONDUCT
Annexed hereto as Exhibits A, B and C, respectively, are
provisions applicable to the employee which are incorporated
herein by reference and are part of this Agreement. By signing
this Term Sheet the employee acknowledges and agrees that he/she
is and will be bound by the terms and conditions of Exhibits A, B
and C. If a provision set forth in this Term Sheet conflicts with
a provision set forth in one or more of the exhibits, then the
provisions of this Term Sheet shall govern.
In the event the employee fails to comply with the terms or
conditions of Exhibits A, B or C, all stock options granted by
the Company, pursuant to this agreement or otherwise, are thereby
forfeited regardless of whether such options have vested,
notwithstanding any other provision in this Term Sheet to the
contrary.
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17) ACKNOWLEDGMENT OF REPRESENTATION BY COUNSEL
Employee acknowledges that he or she has been represented by
independent counsel or has knowingly waived his or her right to
be represented by independent counsel with respect to this
Agreement and the subject matter hereof.
18) 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 the same 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.
19) 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. The
terms and conditions of all benefit plans and programs identified
herein are incorporated by reference.
20) 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
within the courts of the State of Florida, or in the event the
Company moves its principal place of business from the State of
Florida, within the 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 or her violation of any term or condition of this
Agreement that the Company may 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/ Gerald J. Angeli /s/ Brian F. King
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Gerald J. Angeli Brian F. King
Senior Vice President
Date: 3-1-00 Date: 3/1/00
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