{"id":39692,"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-varsitybooks-com-inc-and-timothy-j-levy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-varsitybooks-com-inc-and-timothy-j-levy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-varsitybooks-com-inc-and-timothy-j-levy.html","title":{"rendered":"Employment Agreement &#8211; VarsityBooks.com Inc. and Timothy J. Levy"},"content":{"rendered":"<pre>\n                                    AGREEMENT\n\n         THIS AGREEMENT (the \"Agreement\") made as of the 24th day of August,\n1999 by and between VARSITYBOOKS.COM INC., a Delaware corporation (the\n\"Company\"), and TIMOTHY J. LEVY (the \"Executive\").\n\n         The Executive is presently employed by the Company as its Executive\nVice President of Development.\n\n         The Board of Directors of the Company desires to set forth the nature\nand amount of compensation and other benefits to be provided to the Executive\nand any of the rights of the Executive in the event of his termination of\nemployment with the Company. The Executive is willing to commit himself to\ncontinue to serve the Company, on the terms and conditions herein provided.\n\n         In order to effect the foregoing, the Company and the Executive wish to\nenter into this Agreement under the terms and conditions set forth below.\nAccordingly, in consideration of the promises and the respective covenants and\nagreements of the parties herein contained, and intending to be legally bound\nhereby, the parties hereto agree as follows:\n\n         1. Employment. The Company hereby agrees to continue to employ the\nExecutive, and the Executive hereby agrees to continue to serve the Company, on\nthe terms and conditions set forth herein.\n\n         2. Term. The term of Executive's employment under Section 1 will \nterminate upon the termination of Executive's employment with the Company for\nany reason whatsoever. No such termination shall affect any of the Company's\nother obligations under this Agreement arising at or after such termination of\nemployment.\n\n         3. Position and Duties. The Executive shall serve as Executive Vice\nPresident of Development of the Company and shall have such responsibilities and\nauthority as may normally be exercised by a person in such position at a\ncompany.\n\n         4. Place of Performance. The Executive shall be based at the current or\nfuture headquarters of the Company, provided that any future headquarters is not\nmore than twenty-five (25) miles from the location of the Company's headquarters\non the date hereof.\n\n         5. Compensation and Related Matters.\n\n            (a) Base Salary. During the Executive's employment with the Company,\nthe Company shall pay to the Executive a salary at a rate of not less than One\nHundred Fifty Thousand Dollars ($150,000) per annum in equal installments as\nnearly as practicable on the normal payroll periods for employees of the Company\ngenerally (the \"Base Salary\"). The Base Salary may be increased from time to\ntime and, if so increased, shall not thereafter be decreased during the term of\nthis Agreement.\n\n            (b) Bonus. The Executive shall be eligible to receive an annual \nbonus equal to twenty-five percent (25%) of Executive's Base Salary (the \"Annual\nBonus\") payable in \n\n\n\n\n\naccordance with goals to be developed by the Company's Compensation Committee in\naccordance with Executive on an annual basis.\n\n            (c) Expenses. During the term of the Executive's employment \nhereunder, the Executive shall be entitled to receive prompt reimbursement for\nall reasonable expenses incurred by the Executive in performing services\nhereunder, including all expenses of travel and living expenses while away from\nhome on business or at the request of and in the service of the Company,\nprovided that such expenses are incurred and accounted for in accordance with\nthe policies and procedures established by the Company.\n\n            (d) Benefits. During the term of the Executive's employment \nhereunder, the Company shall maintain in full force and effect, and the\nExecutive shall be entitled to continue to participate in, all of its employee\nbenefit plans and arrangements in effect on the date hereof in which the\nExecutive participates or receives benefits, or plans or arrangements providing\nthe Executive with at least equivalent benefits thereunder. The Company shall\nnot make any changes in such plans and arrangements which would adversely affect\nthe Executive's rights or benefits thereunder, unless such change occurs\npursuant to a program applicable to all officers of the Company and does not\nresult in a proportionately greater reduction in the rights of or benefits to\nthe Executive as compared with any other officers of the Company. The Executive\nshall be entitled to participate in or receive benefits under any employee\nbenefit plan or arrangement made available by the Company in the future to its\nofficers and key management employees, subject to and on a basis consistent with\nthe terms, conditions and overall administration of such plans and arrangements.\nNothing paid to the Executive under any plan or arrangement presently in effect\nor made available in the future shall be deemed to be in lieu of any amounts\npayable to the Executive pursuant to this Section 5.\n\n         6. Termination and Definitions.\n\n            (a) Cause. The Executive's rights under Section 5 of this Agreement\nshall immediately be terminated if the Executive's employment is terminated for\nCause.\n\n            (b) Termination by the Executive. The Executive may terminate his\nemployment hereunder for Good Reason.\n\n            (c) Notice of Termination. Any termination of the Executive's\nemployment by the Company or by the Executive shall be communicated by written\nNotice of Termination to the other party hereto.\n\n            (d) Definitions.\n\n                (i) For purposes of this Agreement, termination \"for Cause\" \nshall arise where termination results from (A) conviction of, or the pleading of\nnolo contendere to, a felony; (B) a material breach of this Agreement which\nmaterially and adversely affects the Company's business and operations; (C) the\nfailure of Executive for any reason, within ten (10) days after receipt by\nExecutive of written notice thereof from the Company, to correct, cease or\notherwise alter any failure to comply with instructions or other action or\nomission to act which will materially or adversely affect its business or\noperations; (D) misconduct by Executive which is of such a serious and\nsubstantial nature that a reasonable likelihood exists that such misconduct \n\n\n\n\n                                      -2-\n\n\n\n\nwill materially injure the reputation of the Company if Executive was to remain\nemployed by the Company; and (E) proven gross negligence.\n\n                (ii) For purposes of this Agreement, \"Good Reason\" shall mean \n(A) the termination of Executive's employment with the Company other than for\nCause, (B) Executive's voluntary termination of employment with the Company\nwithin ninety (90) days following any of (i) a decrease in Executive's base\nsalary below its level in effect on the date prior to such termination, (ii) a\nmaterial reduction in Executive's job responsibilities without Executive's\nconsent, or (iii) a geographical relocation of the Executive more than\ntwenty-five (25) miles from the current location of the Company without his\nconsent, or (C) a Change of Control of the Company followed, within two years\nafter such Change of Control, by (i) the termination of Executive's employment\nwith the Company other than for Cause, or (ii) the Executive's voluntary\ntermination of employment with the Company within ninety (90) days following any\nof (x) a decrease in Executive's base salary below its level in effect on the\ndate prior to such termination, (y) a material reduction in Executive's job\nresponsibilities without Executive's consent, or (z) a geographical relocation\nof the Executive more than twenty-five (25) miles from the current location of\nthe Company without his consent.\n\n                (iii) For purposes of this Agreement, a \"Change in Control\" of\nthe Company shall be deemed to have occurred if (A) any \"person\" (as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")), is or becomes the \"beneficial owner\" (as defined\nin Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of\nthe Company (not including any securities acquired directly from the Company)\nrepresenting more than 50% of the combined voting power of the Company's then\noutstanding securities; (B) the shareholders of the Company approve a merger or\nconsolidation of the Company with any other corporation, other than (i) a merger\nor consolidation which would result in the voting securities of the Company\noutstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into voting securities of the\nsurviving entity) at least 50% of the combined voting power of the voting\nsecurities of the Company or such surviving entity outstanding immediately after\nsuch merger or consolidation, or (ii) a merger or consolidation effected to\nimplement a recapitalization of the Company in which no person acquires more\nthan 50% of the combined voting power of the Company and outstanding securities;\nor (C) the shareholders of the Company approve a plan of complete liquidation of\nthe Company or an agreement for the sale or disposition by the Company of all or\nsubstantially all the Company's assets.\n\n                (iv) For purposes of this Agreement, a \"Notice of Termination\"\nshall mean a notice which shall indicate the specific termination provision in\nthis Agreement relied upon and shall set forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated.\n\n         7. Compensation upon Termination.\n\n            (a) Termination for Cause or Resignation Without Good Reason. If (i)\nthe Executive's employment shall be terminated for Cause, or (ii) the Executive\nvoluntarily resigns from the employ of the Company and Good Reason shall not\nhave occurred, then the Company shall pay the Executive his Base Salary through\nthe date of delivery to him of a Notice of \n\n\n\n\n\n                                      -3-\n\n\n\n\nTermination at the rate then in effect at the time and date the Notice of\nTermination is delivered, and the Company shall have no further obligations to\nthe Executive under this Agreement.\n\n            (b) Termination Without Cause or Resignation for Good Reason. If the\nCompany shall terminate the Executive's employment other than pursuant to\nSection 6(a) hereof (it being understood that a purported termination pursuant\nto Section 6(a) hereof, which is disputed and finally determined not to have\nbeen pursuant to Section 6(a) shall be a termination by the Executive pursuant\nto Section 6(b)) or if the Executive terminates his employment for Good Reason,\nthen:\n\n                (i) the Company shall pay to the Executive, upon his\ntermination, his Base Salary through the date of termination at the rate in\neffect at the time Notice of Termination is delivered, together the Executive's\npro-rata bonus under Section 5(b) hereof; and\n\n                (ii) in lieu of any further salary or bonus payments to the\nExecutive for periods subsequent to the date of termination, the Company shall\npay, as severance pay to the Executive, an amount equal to one hundred percent\n(100%) of the Executive's Base Salary in effect as of the date of termination,\npayable monthly in twelve (12) equal installments after termination of\nemployment.\n\n            (c) Termination Upon a Change in Control.  If there is a Change in \nControl of the Company or there has been a public announcement of a Change in\nControl of the Company (provided, however, that consummation of the Change in\nControl of the Company shall be a condition precedent to the effectiveness of\nthis provision) and at any time thereafter the employment of the Executive under\nthis Agreement is terminated other than pursuant to Section 6(a) hereof by the\nCompany or a successor entity or is terminated with Good Reason by the\nExecutive, then:\n\n                (i) the Company shall pay to the Executive, upon his \ntermination, his Base Salary through the date of termination at the rate in\neffect at the time Notice of Termination is given together with pro-rata bonus;\nand\n\n                (ii) in lieu of any further salary or bonus payments to the\nExecutive for periods subsequent to the date of termination, the Company shall\npay on the date of termination, as severance pay to the Executive, a lump sum\npayment in an amount equal to one hundred fifty percent (150%) of the\nExecutive's Base Salary in effect as of the date of termination.\n\n            (d) Continuation of Benefit Plans. Upon any termination of the\nExecutive's employment, other than pursuant to Section 6(a) hereof or by the\nExecutive without Good Reason, the Company shall maintain in full force and\neffect for the continued benefit of the Executive for twelve (12) months, or\neighteen (18) months if there has previously occurred a Change in Control of the\nCompany, all employee benefit plans and programs in which the Executive was\nentitled to participate.\n\n            (e) Participation in Benefit Plans after Termination of Employment.\nThe Executive shall be entitled to continue to participate in any benefit plan\nor program of the Company for twelve (12) months after the expiration of the\nperiod provided for in Section 7(d), provided, that the Executive pays the\ndirect cost of any such benefit plan or program.\n\n\n\n\n                                      -4-\n\n\n\n\n         8. Successors; Binding Agreement.\n\n            (a) Successors. The Company will require any successor (whether \ndirect or indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company, by agreement in\nform and substance satisfactory to the Executive, to expressly assume and agree\nto perform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had taken place.\nAs used in this Agreement, \"Company\" shall mean the Company as hereinbefore\ndefined and any successor to its business and\/or assets as aforesaid which\nexecutes and delivers the agreement provided for in this Section 8 or which\notherwise becomes bound by all the terms and provisions of this Agreement by\noperation of law.\n\n            (b) Binding Agreement. This Agreement and all rights of the \nExecutive hereunder shall inure to the benefit of and be enforceable by the\nExecutive's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees. If the Executive should\ndie while any amounts would still be payable to him hereunder if he had\ncontinued to live, all such amounts, unless otherwise provided herein, shall be\npaid in accordance with the terms of this Agreement to the Executive's devisee,\nlegatee, or other designee or, if there be no such designee, to the Executive's\nestate.\n\n         9. Notice. For the purposes of this Agreement, notices, demands and all\nother communications provided for in the Agreement shall be in writing and shall\nbe deemed to have been duly given when delivered or (unless otherwise specified)\nmailed by United States registered mail, return receipt requested, postage\nprepaid, addressed, if to the Executive, to his address as it appears in the\nrecords of the Company, or if to the Company, as follows:\n\n                                            VarsityBooks.com Inc.\n                                            1050 Thomas Jefferson Street, NW\n                                            Suite 525\n                                            Washington, DC  20007\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall be\neffective only upon receipt.\n\n         10. Prior Agreement. All prior agreements between the Company and the\nExecutive with respect to the employment of the Executive including, without\nlimitation, the Key Employee Agreement dated July 27, 1998 are hereby superseded\nand terminated effective as of the date hereof and shall be without further\nforce or effect.\n\n         11. Counsel Fees. In the event that (i) the Company terminates, or \nseeks to terminate, this Agreement, alleging as justification for such\ntermination a material breach by Executive or a Cause, or Causes, set out in\nSection 6 hereof; Executive disputes such termination or attempted termination;\nand Executive prevails, or (ii) Executive elects to terminate his service\nhereunder pursuant to Section 6 of this Agreement; the Company disputes its\nobligation to pay to Executive his Base Salary or Annual Bonus as provided in\nSection 5; and Executive prevails; the Company shall pay, or reimburse to\nExecutive, all reasonable costs incurred by him in such dispute, including\nattorneys' fees and costs.\n\n\n\n\n                                      -5-\n\n\n\n\n         12. Miscellaneous. No provisions of this Agreement may be modified, \nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing signed by the Executive and duly authorized officer of the Company.\nNo waiver by either party hereto at any time of any breach by the other hereto\nof, or compliance with, any condition or provision of this Agreement to be\nperformed by such other party shall be deemed a waiver of similar or dissimilar\nprovisions or conditions at the same or at any prior or subsequent time. No\nagreements or representations, oral or otherwise, express or implied, with\nrespect to the subject matter hereof have been made by either party which are\nnot set forth expressly in this Agreement. The validity, interpretation,\nconstruction and performance of this Agreement shall be governed by the laws of\nthe District of Columbia.\n\n         13. Validity. The invalidity or unenforceability of any provision or\nprovisions of this Agreement shall not affect the validity or enforceability of\nany other provision of this Agreement, which shall remain in full force and\neffect.\n\n\n\n\n                                      -6-\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement effective\nas of the date and year first above written.\n\n                     VARSITYBOOKS.COM INC.\n\n\n\n                     By: \/s\/ VarsityBooks.com Inc.\n                        ---------------------------------------\n\n\n\n                     EXECUTIVE:\n\n\n\n                     \/s\/ Timothy J. Levy\n                     ------------------------------------------\n                     Timothy J. Levy\n\n\n\n\n                                      -7-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9227],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9539,9544],"class_list":["post-39692","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-varsitybookscom-inc","corporate_contracts_industries-retail__books","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\/39692","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=39692"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39692"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39692"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39692"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}