{"id":39049,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-cybershop-international-inc-and-edward.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-cybershop-international-inc-and-edward","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-cybershop-international-inc-and-edward.html","title":{"rendered":"Employment Agreement &#8211; CyberShop International Inc. and Edward Mufson"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n      AGREEMENT ('Agreement') made as of this 24th day of March 1999 (the\n'Effective Date'), by and between Cybershop International, Inc., a Delaware\ncorporation (hereinafter 'Employer') and Edward Mufson (hereinafter\n'Executive').\n\n                             W I T N E S S E T H:\n\n      WHEREAS, Employer wishes Executive to serve as an officer and executive of\nEmployer; and\n\n      WHEREAS, Executive wishes to be so employed;\n\n      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set\nforth, the parties hereto agree as follows:\n\n      1. Effective Date and Duties. Commencing as of the Effective Date,\nEmployer employs Executive as a Vice President and General Merchandise Manager\nof Employer to perform the duties normally incident to such positions. Without\nlimiting the foregoing Executive's functions shall include supervision and\nresponsibility for operations and activities of cybershop.com and dealaday.com.\nExecutive shall report directly to the Chief Executive Officer of Employer.\n\n      2. Responsibilities. Executive agrees to devote all of Executive's\nbusiness time, efforts, skills and attention to fulfill Executive's duties and\nresponsibilities hereunder faithfully and diligently.\n\n\n      3. Term. The term of this Agreement shall commence on the Effective Date\nand shall terminate two (2) years thereafter and shall be automatically renewed\nfor additional one year periods unless either party terminates within 60 days\nprior to the end of applicable period.\n\n      4. Compensation. Employer shall pay to Executive as compensation for all\nservices to be rendered by Executive hereunder the following:\n\n            (a) A salary at the rate of One Hundred Fifty Thousand ($150,000)\n      Dollars per annum which will be paid during normal pay periods. Such\n      salary is hereinafter referred to as the Base Salary.\n\n            (b) Executive shall be eligible for bonuses, at such time and in\n      such amounts as shall be determined at the discretion of Employer's Board\n      of Directors (the 'Board') based on its assessment of Executive's\n      performance of Executive's duties and on the financial performance of\n      Employer.\n\n            (c) Employer will reimburse Executive for all reasonable travel and\n      business expenses incurred by Executive in connection with Executive's\n      services hereunder in accordance with the usual practices and policies of\n      Employer in effect from time to time, upon presentation of vouchers.\n\n            (d) Employer will make available to Executive health benefits as\n      currently in effect or as modified during the term of this Agreement\n      consistent with the health benefits offered to other executives of\n      Employer. In addition, Executive will be \n\n\n                                       2\n\n\n      eligible for and will be offered participation in any and all group\n      insurance, hospital, dental, major medical and disability benefits and\n      stock option plans, 401(k) plan or other fringe benefits which are\n      currently offered or may hereafter be offered to other executives of\n      Employer during the term of this Agreement. Under current policies the\n      family health plan requires a co-pay by Executive of $104 per pay period\n      and the dental plan is optional and requires a co-pay by Executive.\n\n      5. Relocation. Executive will move to the New Jersey area within a period\nof three months following the Effective Date and shall relocate the Deal-A-Day\nbusiness at the offices of Employer. Employer will reimburse Executive for up to\n$5,000 of documented relocation expenses.\n\n      6. Termination on Death. In the event of Executive's death during the term\nof this Agreement, this Agreement shall terminate immediately, provided,\nhowever, that Executive's legal representatives shall be entitled to receive the\nBase Salary which would otherwise have been due Executive had he worked through\nthe end of the month in which Executive died.\n\n      7. Termination on Disability. If during the term of this Agreement,\nExecutive is unable to perform Executive's duties hereunder on account of\nillness or other incapacity, and such illness or other incapacity shall continue\nfor a period of more than three (3) consecutive months during any twelve (12)\nmonth period Employer shall have the right, on thirty (30) days' notice to\nExecutive, given after such three (3) month period, to terminate this Agreement.\nIn the event of any such termination Employer shall be obligated to pay to\n\n\n                                       3\n\n\nExecutive the Base Salary which would otherwise be due Executive until the\nexpiration of the month of employment during which the termination occurred plus\nthree (3) additional months of the Base Salary for the year in which Executive\nwas terminated. If, prior to the date specified on such notice, Executive's\nillness or incapacity shall have terminated and Executive shall have taken up\nthe performance of Executive's duties thereunder, Executive shall be entitled to\nresume Executive's employment hereunder as though such notice had not been\ngiven. The Board shall determine in good faith, upon consideration of medical\nevidence satisfactory to it, whether Executive by reason of physical or mental\ndisability shall be unable to perform the services required of Executive\nhereunder.\n\n      8. Termination for Cause. If Employer shall terminate Executive's\nemployment hereunder for Cause, or if Executive shall voluntarily leave\nExecutive's employment hereunder, this Agreement shall terminate immediately and\nEmployer shall pay to Executive an amount equal to the Base Salary hereunder\nthrough the date of such termination. Cause shall mean (i) any conviction of any\ncrime (whether or not involving Employer) constituting a felony in the\njurisdiction involved, (ii) engaging in any substantiated act involving moral\nturpitude, (iii) engaging in any act which, in each case, subjects, or if\ngenerally known would subject, Employer to public ridicule or embarrassment,\n(iv) gross misconduct in the performance of Executive's duties hereunder, (v)\nwillful failure or refusal to perform such duties as may be delegated by the\nChief Executive Officer to Executive commensurate with Executive's position, or\n(vi) material breach of any provision of this Agreement by Executive.\n\n\n                                       4\n\n\n      9. Confidentiality. Executive covenants and agrees with Employer that\nExecutive will not, during the term of this Agreement and thereafter directly or\nindirectly use, communicate, disclose or disseminate to anyone (except to the\nextent reasonably necessary for Executive to perform Executive's duties\nhereunder, except as required by law or except if generally available to the\npublic otherwise than through use, communication, disclosure or dissemination by\nExecutive) any Confidential Information (as hereinafter defined) concerning the\nbusinesses or affairs of Employer or of any of its affiliates or subsidiaries\nwhich Executive may have acquired in the course of or as incident to Executive's\nemployment or prior dealings with Employer or with any of its affiliates or\nsubsidiaries.\n\n            'Confidential Information' shall mean (a) all knowledge, information\nand material concerning Employer or its business or the business of any of its\naffiliates or subsidiaries that shall become known to Executive as a consequence\nof Executive's relationship with Employer, (b) all information that has been\ndisclosed to Employer by any third party under an agreement or circumstances\nrequiring such information to be kept confidential, and (c) all knowledge,\ninformation or material concerning Inventions (as hereinafter defined) that are,\nunder this Agreement, owned by Employer or assigned by Executive to Employer;\nprovided, that Confidential Information shall not include knowledge, information\nor material that is or becomes generally known or available to others in\nbusinesses engaged in by Employer or to the public (other than through\nunauthorized disclosure). Confidential Information shall include without\nlimitation (a) information of a technical nature, such as information regarding\npast, present and future research, financial \n\n\n                                       5\n\n\ndata, product information, marketing plans, computer programs (whether in source\nor object code form or other form and whether contained on program listings,\nmagnetic tape, magnetic disks, CD ROMs or other media), logic, flow charts,\nspecifications, documentation and ideas relating to the activities of Employer,\n(b) information of a business nature, such as information regarding past,\npresent and future client development, strategies, procurement specifications,\ncost and financial data, contracts, quotations and names of actual and\nprospective clients or customers, and (c) all documents, drawings, reports,\ncustomer lists (including, without limitation, those relating to the\n'Deal-A-Day' business), and other physical embodiments of all such information.\n\n            'Inventions' shall mean each of the following, but only to the\nextent they relate to the business of commerce conducted over the Internet: all\ninventions, discoveries, developments, ideas, works, improvements, enhancements,\nworks of authorship, products and computer software, whether or not patentable,\nand anything else that is subject to or potentially subject to the patent,\ncopyright or trade secret laws of any jurisdiction.\n\n      10. Non-Competition. Executive acknowledges that Executive's services and\nresponsibilities are of particular significance to Employer and that Executive's\nposition with Employer has given and will give Executive close knowledge of its\npolicies and trade secrets.\n\n            Since Employer is in a creative and competitive business,\nExecutive's continued and exclusive service to Employer under this Agreement is\nof a high degree of importance.\n\n\n                                       6\n\n\n            Executive covenants and agrees with Employer that Executive will\nnot, during the term of this Agreement and for a period of twenty-four months\nafter the termination of Executive's employment hereunder, in any manner,\ndirectly or indirectly, (i) induce or attempt to influence any present or future\nofficer, employee, lessor, lessee, licensor or licensee of Employer or its\nsubsidiaries or its affiliates to leave its respective employment or solicit or\ndivert or service any of the customers or clients that Employer or its\nsubsidiaries or its affiliates has or had in the one (1) year previous to the\ndate of termination of this Agreement, (ii) engage, in North America or any\nother territory in which Employer does business, in any businesses presently\nengaged in or to be engaged in by Employer or its subsidiaries or affiliates\nduring the term of this Agreement, and (iii) except for ownership of no more\nthan 1% of the capital stock, be a stockholder of any corporation, or directly\nor indirectly own, manage, operate, conduct, control or participate in the\nownership, management, operation, conduct, control of, accept employment with,\nor be connected in any other manner with, any business which engages in any\ndirect competitive activity including, without limitation, any internet business\nwhich engages in the retail sale over the Internet of merchandise in any of the\nproduct categories which the Company currently sells or shall sell at any time\nduring the Term in any such geographic region.\n\n      11. Remedies. Executive acknowledges that the remedy at law for any breach\nor threatened breach by Executive of the covenants contained in paragraphs 9 and\n10 would be wholly inadequate, and therefore Employer or its subsidiaries or its\naffiliates shall be entitled to preliminary and permanent injunctive relief and\nspecific performance thereof. Paragraphs 9 and 10 constitute independent and\nseparable covenants that shall be enforceable \n\n\n                                       7\n\n\nnotwithstanding rights or remedies that Employer or its subsidiaries or it\naffiliates may have under any other provision of this Agreement, or otherwise.\nIf any or all of the foregoing provisions of paragraphs 9 and 10 are held to be\nunenforceable for any reason whatsoever, it shall not in any way invalidate or\naffect the remainder or this Agreement which shall remain in full force and\neffect. If the period of time or geographical areas specified in paragraphs 9\nand 10 are determined to be unreasonable in any judicial proceeding, the period\nof time or areas of restriction shall be reduced so that this Agreement may be\nenforced in such areas and during such period of time as shall be determined to\nbe reasonable.\n\n      12. Full Review. Executive has carefully read and considered the\nprovisions hereof, and having done so, agrees that restrictions and remedies set\nforth in paragraphs 9, 10 and 11 (including, but not limited to, the time\nperiods of restrictions) are fair and reasonable and are reasonably required for\nthe protection of the interests of Employer.\n\n      13. Representation. Executive represents and warrants to Employer that\nExecutive is not now under any obligation of a contractual or other nature to\nany person, firm or corporation which is inconsistent or in conflict with this\nAgreement, or which would prevent, limit or impair in any way the execution of\nthis Agreement or the performance by Executive of Executive's obligations\nhereunder and Executive will indemnify and hold harmless Employer, its\ndirectors, officers and employees against and in respect of all liability, loss,\ndamage, expense or deficiency resulting from any misrepresentation, or breach of\nany warranty or agreement made by Executive in connection with Executive's\nemployment hereunder.\n\n\n                                       8\n\n\n      14. Waiver. The waiver by either party of a breach of any provision of\nthis Agreement shall not operate as or be construed as a waiver of any\nsubsequent breach thereof.\n\n      15. Notices. Any and all notices referred to herein shall be sufficient if\nfurnished in writing and sent by certified mail, return receipt requested, to\nthe respective parties at the addresses set forth below, or such other address\nas either party may from time to time designate in writing. \n\n                                    To Executive: \n                                    Edward Mufson \n                                    375 R. Vanderbilt Avenue \n                                    Norwood, MA 02062\n\n                                    With copy to:\n\n                                    Proskauer Rose LLP\n                                    1581 Broadway\n                                    New York, New York  10038\n                                    Attention: Arnold Levine, Esq.\n                                    Fax: (212) 969-2900\n\n                                    To Employer:\n\n                                    CyberShop International, Inc.\n                                    116 Newark Avenue\n                                    Jersey City, New Jersey  07302\n                                    Attention: Jeffrey S. Tauber, Chairman\n                                    Fax: (201) 234-5052\n\n                                    With copy to:\n                                    Davis &amp; Gilbert LLP\n                                    1740 Broadway\n                                    New York, New York  10019\n                                    Attention: Walter M. Epstein, Esq.\n                                    Fax: (212) 468-4888\n\n      16. Assignability. This Agreement shall be binding upon, and shall inure\nto the benefit of, Employer and its successors and assigns, and Executive and\nExecutive's legal \n\n\n                                       9\n\n\nrepresentatives, heirs, legatees and distributees, but neither this Agreement\nnor any rights hereunder shall be assignable, encumbered or pledged by\nExecutive.\n\n      17. Entire Agreement. This Agreement supersedes any and all prior written\nor oral agreements between Employer and Executive and constitutes the entire\nagreement between the parties hereto with respect to the subject matter hereof\nand no modification, amendment or waiver of any of the provisions of this\nAgreement shall be effective unless in writing and signed by both parties\nhereto.\n\n      18. Applicable Law. This Agreement shall be construed and enforced in\naccordance with the laws of the State of New Jersey.\n\n      19. Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n      20. Severability. If any provision or part of any provision of this\nAgreement is held for any reason to be unenforceable, the remainder of this\nAgreement shall nevertheless remain in full force and effect.\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the day and year first above written.\n\n                                         CYBERSHOP INTERNATIONAL, INC.\n\n\n                                         By: \/s\/ Jeffrey S. Tauber\n                                             ---------------------------\n                                             Jeffrey S. Tauber\n                                             Chairman of the Board\n\n\n                                       10\n\n\n                                             \/s\/ Edward Mufson\n                                             ---------------------------\n                                                 Edward Mufson\n                                                 Date:\n\n\n                                       11\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39049","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39049","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39049"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39049"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39049"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39049"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}