{"id":39284,"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-interactive-imaginations-inc-and-david-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-interactive-imaginations-inc-and-david-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-interactive-imaginations-inc-and-david-j.html","title":{"rendered":"Employment Agreement &#8211; Interactive Imaginations inc. and David J. Moore"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n          Employment Agreement made as of February 24, 1998, by and between\nInteractive Imaginations, Inc., a New York corporation, with its principal place\nof business at 1290 Avenue of the Americas, New York, New York 10104 (the\n'Company'), and David J. Moore ('Executive').\n\n                              W I T N E S S E T H :\n\n          WHEREAS, the Company desires to employ Executive as its Chief\nExecutive Officer and President, and Executive is willing to serve in such\ncapacities; and\n\n          WHEREAS, the Company and Executive desire to set forth the terms and\nconditions of such employment.\n\n          NOW, THEREFORE, in consideration of the premises and of the mutual\ncovenants and agreements herein contained and for other good and valuable\nconsideration, the receipt and adequacy of which are hereby acknowledged, the\nCompany and Executive agree as follows:\n\n          1. EMPLOYMENT.\n\n          (a) The Company hereby agrees to employ Executive, and Executive\nagrees to be employed by the Company, on the terms and conditions herein\ncontained as its Chief Executive Officer and President. Executive shall report\nto the Board of Directors of the Company (the 'Board') and shall have such\nduties, authority and responsibilities commensurate with Executive's position\nfor similarly sized companies in the industry.\n\n          (b) Executive shall devote all of his business time, energy, skill and\nefforts to the performance of his duties hereunder and shall faithfully and\ndiligently serve the Company. The foregoing shall not prevent Executive from\nparticipating in not-for-profit activities or from managing his passive personal\ninvestments, provided that these activities do not materially interfere with\nExecutive's obligations hereunder.\n\n          (c) Upon the request of the Board, Executive shall also serve as a\ndirector or officer of subsidiaries in positions commensurate with his position\nwith the Company without additional compensation. If any compensation is paid\nExecutive by such subsidiaries, they shall be a credit against amounts due\nhereunder.\n\n          2. TERM OF EMPLOYMENT.\n\n          (a) Except for earlier termination as provided in Section 7 hereof or\nas extended in this Section 2, Executive's employment under this Agreement (the\n'Employment Term') shall commence on the date hereof (the 'Commencement Date')\nand continue through January 1, 2001. The Employment Term shall be automatically\nrenewed for successive one-year terms unless either party gives written notice\nto the other at least six months prior to the expiration of the then\n\n                                        1\n\n\n\n\nEmployment Term, of such party's intention to terminate Executive's employment\nhereunder at the end of the then current Employment Term.\n\n          (b) Notwithstanding anything else herein, the provisions of Sections 8\nand 9 hereof shall survive and remain in effect notwithstanding the termination\nof the Employment Term or a breach by the Company or Executive of this Agreement\nor any of its terms.\n\n          3. COMPENSATION.\n\n          (a) As compensation for his services under this Agreement, the Company\nshall pay Executive a base salary (the 'Base Salary') as set forth on Exhibit A\nhereto. Payment of the Base Salary shall be made in equal installments twice a\nmonth.\n\n          (b) In addition to the Base Salary, the Company shall pay Executive a\nbonus in accordance with the schedule set forth on Exhibit A hereto. Such\nschedule may be revised from year to year by agreement of the parties hereto.\n\n          4. BENEFITS AND FRINGES.\n\n          (a) During the Employment Term, Executive shall be entitled to such\nbenefits and fringes, if any, as are generally provided from time to time by the\nCompany to its executive officers, including pension, retirement, savings,\nwelfare (including life and health insurance) and other employee benefit plans\nand arrangements.\n\n          (b) Except as otherwise specifically provided herein, the Executive\nshall be responsible for the tax consequences of all benefits and fringes.\n\n          5. EXPENSES. The Company shall reimburse Executive in accordance with\nits expense reimbursement policy as in effect from time to time for all\nreasonable expenses incurred by Executive in connection with the performance of\nhis duties under this Agreement upon the presentation by Executive of an\nitemized account of such expenses and appropriate receipts and otherwise in\ncompliance with such rules relating thereto as the Company may, from time to\ntime, adopt.\n\n          6. VACATION. During the Employment Term, Executive shall be entitled\nto vacation in accordance with the Company's practices.\n\n\n                                        2\n\n\n\n\n          7. TERMINATION.\n\n          (a) Executive's employment under this Agreement and the Employment\nTerm shall terminate upon any of the following events:\n\n               (i) Automatically on the date of Executive's death.\n\n               (ii) Upon written notice given by the Company to Executive if\nExecutive is unable to substantially perform his material duties hereunder for\none hundred eighty (180) continuous days during any period of three hundred\nsixty (360) consecutive days by reason of physical or mental incapacity.\n\n               (iii) Upon written notice by the Company to Executive for Cause.\nCause shall mean (a) Executive being convicted of (or pleading nolo contendere\nto) a felony (other than a traffic violation) or a crime involving fraud,\nmisappropriation, or embezzlement; (b) refusal of the Executive to attempt to\nproperly perform his obligations under this Agreement, or follow any direction\nof the Board consistent with this Agreement, which in either case is not\nremedied within ten (10) business days after receipt by Executive of written\nnotice from the Company specifying the details thereof, provided the refusal to\nfollow a direction shall not be Cause if Executive in good faith reasonably\nbelieves that such direction is not legal, ethical or moral and promptly\nnotifies the Board in writing of such belief; (c) Executive's gross negligence\nwith regard to his duties or willful misconduct with regard to the business,\nassets or employees of the Company; or (d) any other breach by Executive of a\nmaterial provision of this Agreement that remains uncured for twenty (20)\nbusiness days after written notice thereof is given to Executive or such longer\nperiod as may reasonably be required to remedy the default, provided that the\nExecutive endeavors in good faith to remedy the default.\n\n               (iv) Upon written notice by the Company without Cause.\n\n          (b) Upon termination of the Employment Term, Executive shall be\npromptly paid any unpaid salary and accrued vacation through his date of\ntermination and reimbursement for any expenses incurred in connection with the\nofficial business of the Company prior to his date of termination which he would\nbe otherwise entitled to reimbursement for in accordance with the Company's\npolicies on the reimbursement of business expenses and any benefits or amounts\nunder any benefit or equity plan in accordance with the terms of said plan and\nany fringe benefits due for the period prior to such termination. In addition,\nhe shall be paid any declared, but unpaid, bonus.\n\n          (c) If Executive's termination is pursuant to subsection (a)(i) above,\nExecutive's Beneficiary (as defined in the next sentence) shall continue to\nreceive payments of Executive's Base Salary, at the same time such amounts would\nhave been paid if Executive was still an employee of the Company for a period of\nsix (6) months following Executive's death. For purposes of this provision,\nExecutive's Beneficiary shall be Executive's spouse; if Executive is not married\non his date of death, Executive's children, per stirpes; and otherwise,\nExecutive's estate.\n\n\n                                        3\n\n\n\n\n          (d) If Executive's termination is pursuant to subsection (a)(ii)\nabove, Executive shall be entitled to receive for six (6) months following the\ntermination of Executive's employment, at the same time as it would have been\npaid if he was an employee of the Company, his Base Salary less any amounts\nactually received by him pursuant to long term disability coverage, if any,\nprovided for by the Company for the matching pay period. After such six (6)\nmonths, Executive shall only be entitled to any amounts due him under the long\nterm disability coverage, if any.\n\n          (e) If Executive's termination is pursuant to subsection (a)(iv)\nabove, Executive shall receive:\n\n               (i) severance pay in an amount equal to two (2) times the sum of\n(a) Executive's Base Salary on the date of his termination, and (b) the maximum\nbonus for which Executive is eligible during the fiscal year of termination of\nExecutive's employment, which shall be payable in a lump sum within thirty (30)\ndays after such termination; and\n\n               (ii) continued medical coverage for a period of two (2) years\nfollowing termination of Executive's employment.\n\n          (f) All amounts payable pursuant to this Section 7 shall be subject to\nrequired withholding. The Company shall have no other obligations to Executive\nas a result of his termination.\n\n          8. CONFIDENTIAL INFORMATION AND NON-COMPETITION.\n\n          Executive has entered into a Non-Competition and Non-Disclosure and\n     Developments agreement of even date herewith, which agreement is attached\n     hereto and made a part hereof as though fully set forth herein.\n\n          9. INDEMNIFICATION. During the Employment Term and thereafter, the\nCompany shall indemnify Executive to the fullest extent permitted by law against\nany judgments, fines, amounts paid in settlement and reasonable expenses\n(including attorneys' fees), and advance amounts necessary to pay the foregoing\nat the earliest time and to the fullest extent permitted by law, in connection\nwith any claim, action or proceeding (whether civil or criminal) against\nExecutive (other than a claim brought by the Company) as a result of Executive\nserving as an officer or director of the Company or in any capacity at the\nrequest of the Company, in or with regard to any other entity, employee benefit\nplan or enterprise. This indemnification shall be in addition to, and not in\nlieu of, any other indemnification Executive shall be entitled to pursuant to\nthe Company's Certificate of Incorporation or By-laws or otherwise. Following\nExecutive's termination of employment, the Company shall continue to cover\nExecutive under the Company's directors and officers insurance for the period\nduring which Executive may be subject to potential liability for any claim,\naction or proceeding (whether civil or criminal) as a result of his service as\nan officer or director of the Company or in any capacity at the request of the\nCompany, at the highest level then maintained for any then or former officer or\ndirector.\n\n\n                                        4\n\n\n\n\n          10. EXECUTIVE REPRESENTATION. Executive represents and warrants that\nhe is not limited under any contractual or other provision from entering into\nthis Agreement and performing his obligations hereunder.\n\n          11. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the\nfull and complete understanding of the parties hereto and will supersede all\nprior agreements and understandings, oral or written, with respect to the\nsubject matter hereof. Each party to this Agreement acknowledges that no\nrepresentations, inducements, promises or agreements, oral or otherwise, have\nbeen made by either party, or anyone acting on behalf of either party, which are\nnot embodied herein and that no other agreement, statement or promise not\ncontained in this Agreement shall be valid or binding. This Agreement may not be\nmodified or amended except by an instrument in writing signed by the party\nagainst whom or which enforcement may be sought.\n\n          12. SEVERABILITY. Any term or provision of this Agreement which is\ninvalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the remaining terms and provisions of this\nAgreement or affecting the validity or enforceability of any of the terms or\nprovisions of this Agreement in any other jurisdiction.\n\n          13. WAIVER OF BREACH. The waiver by any party of a breach of any\nprovisions of this Agreement, which waiver must be in writing to be effective,\nshall not operate as or be construed as a waiver of any subsequent breach.\n\n          14. NOTICES. All notices hereunder shall be in writing and shall be\ndeemed to have been duly given when delivered by hand, or one (1) day after\nsending by United States Postal Service express mail or other 'overnight mail\nservice,' or three (3) days after sending by certified or registered mail,\npostage prepaid, return receipt requested. Notice shall be sent as follows: if\nto Executive, to his home address as listed in the Company's records; and if to\nthe Company, at its office as set forth at the head of this Agreement. Either\nparty may change the notice address by notice given as aforesaid.\n\n          15. ASSIGNABILITY; BINDING EFFECT. This Agreement shall be binding\nupon and inure to the benefit of Executive and Executive's legal\nrepresentatives, heirs and distributees, and shall be binding upon and inure to\nthe benefit of the Company, its successors and assigns. This Agreement may not\nbe assigned by Executive. This Agreement may not be assigned by the Company\nexcept in connection with a merger or a sale by the Company of all or\nsubstantially all of its assets, and then only provided that the assignee\nspecifically assumes in writing all of the Company's obligations hereunder.\n\n          16. ARBITRATION. Any dispute or controversy arising under or in\nconnection with this Agreement, other than injunctive relief under Section 8\n(provided that Executive may bring an arbitration to recover legal fees in\nconnection with such injunctive activities under the last sentence of this\nSection 16) shall be settled exclusively by arbitration, conducted before a\npanel of three arbitrators in New York, New York, in accordance with the rules\nof the American Arbitration Association then in effect, and judgment may be\nentered on the arbitrators' award in any court having\n\n\n                                        5\n\n\n\n\njurisdiction. The decision of the arbitrator shall be final and binding on the\nparties. The parties shall equally divide all costs of the American Arbitration\nAssociation and the arbitrator, except that the arbitrator shall direct the\nCompany to reimburse Executive's portion of the cost on the same basis as set\nforth in the next sentence with regard to legal fees. Each party shall bear its\nown legal fees in any dispute except that, in the event the Executive prevails\non any material issue, the arbitrator shall award the Executive his legal fees\nattributable to all matters other than frivolous positions taken by the\nExecutive (as determined by the arbitrator).\n\n          17. GOVERNING LAW. All issues pertaining to the validity,\nconstruction, execution and performance of this Agreement shall be construed and\ngoverned in accordance with the laws of the State of New York, without giving\neffect to the conflict or choice of law provisions thereof.\n\n          18. HEADINGS. The headings in this Agreement are intended solely for\nconvenience or reference and shall be given no effect in the construction or\ninterpretation of this Agreement.\n\n          19. COUNTERPARTS. This Agreement may be executed in several\ncounterparts, each of which shall be deemed to be an original but all of which\ntogether shall constitute one and the same instrument.\n\n\n                                        6\n\n\n\n\n          IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted and Executive has hereunto set his hand as of the date first set forth\nabove.\n\n                         INTERACTIVE IMAGINATIONS, INC.\n\n\n\n                         By: \/s\/ Jacob I. Friesel\n                             ---------------------------------------------------\n                                 Jacob I. Friesel\n                                 Executive Vice President\n\n\n\n\n                         By: \/s\/ David J. Moore\n                             ---------------------------------------------------\n                                 David J. Moore\n\n\n                                        7\n\n\n\n                                    EXHIBIT A\n\n                                   Base Salary\n\n\nThe Company shall pay Executive a base salary at a rate of $225,000 per annum\nfrom the date hereof through January 1, 2001. In the event that the Employment\nAgreement is renewed automatically pursuant to Section 2(a) and the parties do\nnot mutually agree otherwise, the Base Salary shall be increased by 10% on\nJanuary 2, 2001 and 3% on the first date of each successive one-year term\nthereafter, if any. Executive shall also receive on the date hereof 225,000\nrestricted Common Shares of the Company. Such shares shall vest in three equal\nincrements on January 1, 1999, January 1, 2000 and January 1, 2001. The grant of\nsuch shares is pursuant to, and is governed by, the Company's 1998 Stock\nIncentive Plan.\n\n                                    Incentive\n\nIn addition, Executive shall be eligible to receive a target bonus of $275,000\n(one-half of which shall be Revenue Incentive and one-half of which shall be\nProfit\/Loss Incentive) in accordance with the 24\/7 Media 1998 Senior Management\nIncentive Plan, a copy of which is attached hereto. Executive shall be eligible\nto receive a target bonus of $300,000 and $325,000 in 1999 and 2000\nrespectively, in accordance with incentive plans to be agreed upon in good faith\nby the Board and Executive.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9539,9544],"class_list":["post-39284","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","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\/39284","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=39284"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39284"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39284"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39284"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}