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$40	Preview Subscribers	2001	Employment Agreement Employment Agreement (51K) Doc #401773: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of January 23, 2001 (the "Commencement Date") by and between, U.S. Industries, Inc., a Delaware corporation, (the "Company"), and Allan D. Weingarten, ("Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Executive and the Company have previously entered into a consulting agreement effective January 2, 2001 (the "Consulting Agreement"); and WHEREAS, effective on the Commencement Date, the Company has elected Executive as Senior Vice President, Chief Financial Officer and Treasurer and the Executive desires to accept such position and employment; and WHEREAS, the Company is going to relocate its principal executive offices to Florida from its current New Jersey location; and WHEREAS, the Company and Executive desire to enter into this employment agreement (the "Agreement") as to the terms of his employment by the Company, with such employment based in the Company's Florida office. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows: 1. TERM OF EMPLOYMENT. Except for earlier termination as provided in Section 7 hereof, Executive's continuing employment under this Agreement shall be for a two-year term (the "Employment Term") commencing on the Commencement Date and ending two (2) years thereafter. Subject to Section 7 hereof, the Employment Term shall be automatically extended for additional terms of 1 {PAGE} successive one (1) year periods unless the Company or Executive gives written notice to the other at least ninety (90) days prior to the expiration of the then current Employment Term of the termination of Executive's employment hereunder at the end of such current Employment Term. 2. POSITIONS. (a) Executive shall serve as a senior executive of the Company, and effective on the Commencement Date, as the Senior Vice President, Chief Financial Officer and Treasurer of the Company. If requested by the Board of Directors of the Company (the "Board") or the Chief Executive Officer of the Company (the "Chief Executive Officer"), Executive shall also serve on the Board, as an executive officer and director of subsidiaries and a director of associated companies of the Company without additional compensation and subject to any policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. (b) Executive shall have such duties and authority, consistent with his then position as shall be assigned to him from time to time by the Board or the Chief Executive Officer or his designee. (c) During the Employment Term, Executive shall devote all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal interests and to serve on civic or charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Executive may serve on corporate boards of directors only if approved in advance by the Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company. Effective on the Commencement Date, it is deemed approved that the Executive may continue as a member of the board of directors of Programmers Paradise Inc. (NASDAQ:PROG) and AXS-One Inc. (AMEX:AXO). 2 {PAGE} 3. BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of not less than $265,000. Base salary shall be payable in accordance with the usual payroll practices of the Company. Executive's Base Salary shall be subject to annual review by the Board or the Compensation Committee during the Employment Term and may be increased, but not decreased, from time to time by the Board or the Compensation Committee, except that, prior to a Change in Control (as defined in Exhibit A), it may be decreased proportionately in connection with an across the board decrease generally applying to senior executives of the Company. The base salary as determined as aforesaid from time to time shall constitute "Base Salary" for purposes of this Agreement. 4. INCENTIVE COMPENSATION. (a) BONUS. For each fiscal year or portion thereof during the Employment Term, Executive shall be eligible to participate in an annual incentive bonus plan of the Company in accordance with, and subject to, the terms of such plan, that provides an annualized cash target bonus opportunity equal to at least 70% of Base Salary (the "Target Bonus"). (b) EQUITY. The Company shall recommend to the Compensation Committee at its next regularly scheduled meeting that Executive be granted nonqualified stock options to purchase 100,000 shares of common stock of the Company, upon such terms and conditions specified by the Compensation Committee. (c) SIGNING BONUS. Executive shall receive a signing bonus ("Signing Bonus") of $50,000, payable within ten (10) days following the Commencement Date, provided, however, that the Signing Bonus shall be repaid to the Company by Executive in the event that the Executive's employment is terminated for any reason prior to the earlier of (i) the second anniversary of the Commencement Date or (ii) a Change in Control. (d) OTHER COMPENSATION. The Company may, upon recommendation of the 3 {PAGE} Compensation Committee, award to Executive such other bonuses and compensation as it deems appropriate and reasonable. 5. EMPLOYEE BENEFITS AND VACATION. (a) During the Employment Term, Executive shall be entitled to participate in all pension, long-term incentive compensation, retirement, savings, welfare and other employee benefit plans and arrangements and fringe benefits and perquisites generally maintained by the Company from time to time for the benefit of senior executive officers of the Company of a comparable level in each case in accordance with their respective terms as in effect from time to time. (b) During the Employment Term, Executive shall be entitled to vacation each year in accordance with the Company's policies in effect from time to time, but in no event less than four (4) weeks paid vacation per calendar year. Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company to its senior executive employees. 6. BUSINESS EXPENSES. The Company shall reimburse Executive for the travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's policies as in effect from time to time. 7. TERMINATION. (a) The employment of Executive and the Employment terms shall terminate as provided in Section 1 hereof or, if earlier, upon the 401773	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise Inc. – his fiduciary responsibilities to the Company. Effective on the Commencement Date, it is deemed approved that the Executive may continue as a member of the board of directors of Programmers Paradise Inc. (NASDAQ:PROG) and AXS-One Inc. (AMEX:AXO). 2 {PAGE} 3. BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate _____________ dt 1398064 ; Paradise Paradise, Inc. ( Food Processing ) ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise Inc. – his fiduciary responsibilities to the Company. Effective on the Commencement Date, it is deemed approved that the Executive may continue as a member of the board of directors of Programmers Paradise Inc. (NASDAQ:PROG) and AXS-One Inc. (AMEX:AXO). 2 {PAGE} 3. BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate _____________ dt 1521770 ;	Paradise Paradise, Inc. ( Food Processing ) ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise Inc. – his fiduciary responsibilities to the Company. Effective on the Commencement Date, it is deemed approved that the Executive may continue as a member of the board of directors of Programmers Paradise Inc. (NASDAQ:PROG) and AXS-One Inc. (AMEX:AXO). 2 {PAGE} 3. BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate _____________ dt 1345506 ; More...
$40	Preview Subscribers	2004	Employment Agreement Employment Agreement (19K) Doc #1181955: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, Connecticut 06490 (the "Executive"). W I T N E S S E T H: In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto hereby agree as . . . 1181955	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – EX-10 3 ppiex10_38305457.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, _____________ PARADISE, INC. – taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ Simon Nynens Simon F. Nynens /s/ William Willett William H. Willett _____________ dt 1398065 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – EX-10 3 ppiex10_38305457.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, _____________ PARADISE, INC. – taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ Simon Nynens Simon F. Nynens /s/ William Willett William H. Willett _____________ dt 1410141 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – EX-10 3 ppiex10_38305457.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, _____________ PARADISE, INC. – taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ Simon Nynens Simon F. Nynens /s/ William Willett William H. Willett _____________ dt 1521771 ;	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – EX-10 3 ppiex10_38305457.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, _____________ PARADISE, INC. – taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ Simon Nynens Simon F. Nynens /s/ William Willett William H. Willett _____________ dt 1410143 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – EX-10 3 ppiex10_38305457.htm EXHIBIT 10.38 Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, _____________ PARADISE, INC. – taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ Simon Nynens Simon F. Nynens /s/ William Willett William H. Willett _____________ dt 1345507 ; More...
$39	Preview Subscribers	2006	Employment Agreement Employment Agreement (19K) Doc #1741304: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New Jersey 08736 (the "Executive"). In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 1. . . . 1741304	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – 43 EX-10 6 exhibit10-43.htm EXHIBIT 10.43 QUARTERLY REPORT Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New _____________ PARADISE, INC. – together, shall constitute one and the same agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ F. Duffield Meyercord /s/ Simon F. Nynens Simon F. Nynens _____________ dt 1398066 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – 43 EX-10 6 exhibit10-43.htm EXHIBIT 10.43 QUARTERLY REPORT Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New _____________ PARADISE, INC. – together, shall constitute one and the same agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ F. Duffield Meyercord /s/ Simon F. Nynens Simon F. Nynens _____________ dt 1410142 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – 43 EX-10 6 exhibit10-43.htm EXHIBIT 10.43 QUARTERLY REPORT Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New _____________ PARADISE, INC. – together, shall constitute one and the same agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ F. Duffield Meyercord /s/ Simon F. Nynens Simon F. Nynens _____________ dt 1521772 ;	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – 43 EX-10 6 exhibit10-43.htm EXHIBIT 10.43 QUARTERLY REPORT Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New _____________ PARADISE, INC. – together, shall constitute one and the same agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ F. Duffield Meyercord /s/ Simon F. Nynens Simon F. Nynens _____________ dt 1410144 ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Employment Agreement: Paradise, Inc. – 43 EX-10 6 exhibit10-43.htm EXHIBIT 10.43 QUARTERLY REPORT Exhibit 10.43 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc. , a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New _____________ PARADISE, INC. – together, shall constitute one and the same agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROGRAMMER'S PARADISE, INC. By: /s/ F. Duffield Meyercord /s/ Simon F. Nynens Simon F. Nynens _____________ dt 1345508 ; More...
$52	Preview Subscribers	2001	Subsidiary Intellectual Property Security Agreement and Assignment Subsidiary Intellectual Property Security Agreement and Assignment (61K) Doc #114498: Click preview link for longer preview. SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENT AND ASSIGNMENT THIS SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENT AND ASSIGNMENT (this "AGREEMENT") is made this 18th day of August, 2000 by MERLIN SOFTWARE TECHNOLOGIES, INC., a Nevada corporation (the "GRANTOR"), in favor of the Holders (as set forth in Schedule V hereto) of the Notes (as hereinafter defined) (each a "SECURED PARTY" and collectively the "SECURED PARTIES"). W I T N E S S E T H: ---------------------------- WHEREAS, Merlin Software Technologies International, Inc., a Nevada corporation ("Merlin International"), the Grantor and the Secured Parties have entered into the Note and Warrant Purchase Agreement dated of even date hereof (the "PURCHASE AGREEMENT"), for the purchase by the Holders of an aggregate of up to Two Million One Hundred Thousand Dollars ($2,100,000) principal amount of Series A 10% Senior Secured Convertible Notes (the "NOTES") and up to a total of 1,520,000 Series A Warrants to Purchase Common Stock from Merlin International; WHEREAS, under the terms of the Notes and the Purchase Agreement, Grantor desires, pursuant to this Agreement, to grant to the Secured Parties a security interest in the assets described herein; and WHEREAS, a material part of the consideration given in connection with and as an inducement to the execution and delivery of the Purchase Agreement by the Secured Parties was the obligation of the Grantor to enter into this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows: 1. GRANT OF SECURITY. The Grantor hereby grants (subject to existing liens) a continuing security interest in and collaterally assigns to the Secured Parties, all of the following (collectively, the "COLLATERAL"): (a) Patents. All of the Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all United States issued patents and patent applications (including without limitation the patents and patent applications identified on Schedule I attached hereto and incorporated herein by reference) and including the right to recover for all past, present and future infringements thereof and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the "PATENTS"). 114498	Paradise Paradise, Inc. ( Food Processing ) As referenced in this Subsidiary Intellectual Property Security Agreement and Assignment: Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} SCHEDULE V Holders Narragansett I, L.P. Narragansett Offshore Ltd. Pequot Scout Fund, L.P. SDS Merchant Fund, L. _____________ Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} ANNEX IV Patents and Patent Applications Property Serial No. Filing Date Title -------- ----------- ------------ ----- United States Not yet assigned May 30, _____________ dt 1398063 ; Paradise Paradise, Inc. ( Food Processing ) ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Subsidiary Intellectual Property Security Agreement and Assignment: Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} SCHEDULE V Holders Narragansett I, L.P. Narragansett Offshore Ltd. Pequot Scout Fund, L.P. SDS Merchant Fund, L. _____________ Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} ANNEX IV Patents and Patent Applications Property Serial No. Filing Date Title -------- ----------- ------------ ----- United States Not yet assigned May 30, _____________ dt 1521769 ;	Paradise Paradise, Inc. ( Food Processing ) ; Paradise Paradise, Inc. ( Food Processing ) As referenced in this Subsidiary Intellectual Property Security Agreement and Assignment: Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} SCHEDULE V Holders Narragansett I, L.P. Narragansett Offshore Ltd. Pequot Scout Fund, L.P. SDS Merchant Fund, L. _____________ Paradise Inc. – Communications Co. Ltd. Beyond 2000 Solutions LinuxPlaza IU Software Ebiz Enterprises Inc. (dba TheLinusStore.com) Caldera Systems, Inc. Koch Media Ltd. (dba Koch Distribution) G.T. Enterprises TurboLinux, Inc. Programmers Paradise Inc. Cosmos Engineering Co. Italsel SRL Circadian Software eLinux.com {PAGE} ANNEX IV Patents and Patent Applications Property Serial No. Filing Date Title -------- ----------- ------------ ----- United States Not yet assigned May 30, _____________ dt 1345505 ; More...