{"id":39052,"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-jeffrey.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-cybershop-international-inc-and-jeffrey","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-cybershop-international-inc-and-jeffrey.html","title":{"rendered":"Employment Agreement &#8211; CyberShop International Inc. and Jeffrey Leist"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n      AGREEMENT ('Agreement') made as of this 7th day of February 1999 (the\n'Effective Date'), by and between CyberShop International, Inc., a Delaware\ncorporation (hereinafter 'Employer'), and Jeffrey Leist (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 Vice President, Chief Operating Officer and Chief\nFinancial Officer of Employer to perform the duties normally incident to such\npositions. Without limiting the foregoing Executive's functions shall include\nsupervision and responsibility for areas of operations including management\ninformation systems, customer service, logistics, strategic planning and\nfinance. Executive shall at all times report to the Chairman of the Board\nPresident and Chief Executive Officer of Employer.\n\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, diligently and competently.\n\n      3. Term. The term of this Agreement shall commence on the Effective Date\nand shall terminate two (2) years thereafter, unless sooner terminated as\nhereinafter provided. Notwithstanding the foregoing, this Agreement may be\nterminated by either party on 120 days prior written notice provided that the\nearliest effective time of termination shall be one year from the Effective\nDate.\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 Two Hundred Fifty Thousand ($250,000)\n      Dollars per annum. Such salary is hereinafter referred to as the Base\n      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\n                                       2\n\n\n            (d) Employer will reimburse Executive for up to $30,000 of\n      documented relocation expenses. In addition, Employer will provide an\n      apartment for the use of Executive. The amount available for reimbursement\n      shall be reduced dollar for dollar by the cost of the apartment if it\n      continues to be used by Executive more than six months after the Effective\n      Date.\n\n            (e) 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 eligible for and will be offered\n      participation in any and all group insurance, hospital, dental, major\n      medical and disability benefits and stock option plans or other similar\n      fringe benefits which are currently offered or may hereafter be offered to\n      other executives of Employer during the term of this Agreement. Under\n      current policies the family health plan requires a co-pay by Executive of\n      $104 per pay period and the dental plan is optional and requires a co-pay\n      by Executive.\n\n      5. Stock Options. Executive shall be granted no later than 90 days after\nthe Effective Date an option (the 'Option') to purchase 150,000 shares of\nEmployer's common stock, $.001 par value per share (the 'Common stock') at an\nexercise price equal to the fair market value as determined under the Company's\n1998 Stock Option Plan on the date of grant. The Option shall vest and be\nexercisable as follows: (i) with respect to 75,000 shares of Common Stock\nsubject to the Option on the first anniversary of the Effective Date plus, (ii)\nthe remaining 75,000 shares of Common Stock subject to the Option on the second\n\n\n                                       3\n\n\nanniversary of the Effective Date. The Options shall be incentive stock options,\nshall expire five (5) years from the date of vesting and shall otherwise be\ngoverned by the Plan, as well as the applicable option agreement to be entered\ninto pursuant to the terms of the Plan.\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\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 \n\n\n                                       4\n\n\nsatisfactory to it, whether Executive by reason of physical or mental disability\nshall be unable to perform the services required of Executive hereunder.\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 relegated to\nExecutive commensurate with Executive's position, or (vi) material breach of any\nprovision of this Agreement by Executive.\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 \n\n\n                                       5\n\n\nmay have acquired in the course of or as incident to Executive's employment or\nprior dealings with Employer or with any of its affiliates or subsidiaries.\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 that are, under this Agreement,\nowned by Employer or assigned by Executive to Employer; provided, that\nConfidential Information shall not include knowledge, information or material\nthat is or becomes generally known or available to others in businesses engaged\nin by Employer or to the public (other than through unauthorized disclosure).\nConfidential Information shall include without limitation (a) information of a\ntechnical nature, such as information regarding past, present and future\nresearch, financial data, product information, marketing plans, computer\nprograms (whether in source or object code form or other form and whether\ncontained on program listings, magnetic tape, magnetic disks, CD ROMs or other\nmedia), logic, flow charts, specifications, documentation and ideas relating to\nthe activities of Employer, (b) information of a business nature, such as\ninformation regarding past, present and future client development, strategies,\nprocurement specifications, cost and financial data, contracts, quotations and\nnames of actual and prospective clients or customers, and (c) all \n\n\n                                       6\n\n\ndocuments, drawings, reports, client lists, and other physical embodiments of\nall 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            Executive covenants and agrees with Employer that Executive will\nnot, during the term of this Agreement and for a period of eighteen months after\nthe termination of Executive's employment hereunder, with respect to\nsubparagraph (i) and twelve months with respect to subparagraphs (ii) and (iii)\nin any manner, directly or indirectly, (i) induce or attempt to influence any\npresent or future officer, employee, lessor, lessee, licensor or licensee of\nEmployer or its subsidiaries or its affiliates to leave its respective employ or\nsolicit or divert or service any of the customers or clients that Employer or\nits subsidiaries or its affiliates has or had in the one (1) year previous to\nthe date of termination of this Agreement, (ii) engage, in \n\n\n                                       7\n\n\nNorth America or any other territory in which Employer does or contemplates to\ndo business, in any businesses presently engaged in or to be engaged in by\nEmployer or its subsidiaries or affiliates during the term of this Agreement,\nand (iii) except for ownership of no more than 1% of the capital stock, be a\nstockholder of any corporation, or directly or indirectly own, manage, operate,\nconduct, control or participate in the ownership, management, operation,\nconduct, control of, accept employment with, or be connected in any other manner\nwith, any business which engages in any direct competitive activity including,\nwithout limitation, any business which engages in retail commerce conducted over\nthe Internet 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 notwithstanding rights or remedies\nthat Employer or its subsidiaries or it affiliates may have under any other\nprovision of this Agreement, or otherwise. If any or all of the foregoing\nprovisions of paragraphs 9 and 10 are held to be unenforceable for any reason\nwhatsoever, it shall not in any way invalidate or affect the remainder or this\nAgreement which shall remain in full force and effect. If the period of time or\ngeographical areas specified in paragraphs 9 and 10 are determined to be\nunreasonable in any judicial proceeding, the period of time or \n\n\n                                       8\n\n\nareas of restriction shall be reduced so that this Agreement may be enforced in\nsuch areas and during such period of time as shall be determined to be\nreasonable.\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      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 \n\n\n                                       9\n\n\naddresses set forth below, or such other address as either party may from time\nto time designate in writing.\n\nTo Executive:                       To Employer:\n\nJeffrey Leist                       CyberShop International, Inc.\n61 Lower Shad Road                  116 Newark Avenue\nPound Ridge, NY  10576              Jersey City, New Jersey  07302\n                                    Attention:  Chairman of the Board\n\n                                    With copy to:\n\n                                    Davis &amp; Gilbert LLP\n                                    1740 Broadway\n                                    New York, New York  10019\n                                    Attention:  Walter M. Epstein, Esq.\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 representatives, heirs, legatees and distributees, but neither\nthis Agreement nor any rights hereunder shall be assignable, encumbered or\npledged by Executive.\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\n                                       10\n\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 Tauber\n                                             -----------------------------\n                                         Name:  Jeffrey Tauber\n                                         Title: Chairman of the Board\n\n                                         Date:\n\n\n                                         \/s\/ Jeffrey Leist\n                                         ---------------------------------\n                                         Jeffrey Leist\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-39052","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\/39052","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=39052"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39052"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39052"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39052"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}