Attached files
| file | filename |
|---|---|
| 10-K/A - International Cellular Accessories | v212099_10ka.htm |
| EX-31.2 - International Cellular Accessories | v212099_ex31-2.htm |
| EX-31.1 - International Cellular Accessories | v212099_ex31-1.htm |
| EX-10.7 - International Cellular Accessories | v212099_ex10-7.htm |
| EX-14.1 - International Cellular Accessories | v212099_ex14-1.htm |
| EX-14.2 - International Cellular Accessories | v212099_ex14-2.htm |
| EX-32.2 - International Cellular Accessories | v212099_ex32-2.htm |
| EX-32.1 - International Cellular Accessories | v212099_ex32-1.htm |
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”), made this 15th day of
May, 2009, is entered into by Image Metrics Inc., a Delaware corporation (“Image
Metrics” or the “Company”), and Ron Ryder, an individual residing at 5552
Evening Sky Drive, Simi Valley CA, 93063 (the “Employee”).
WHEREAS,
the Company desires to employ the Employee and the Employee desires to be
employed by the Company;
NOW.
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:
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1.
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Employment by Company.
The Company hereby agrees to employ the Employee, and the Employee
hereby accepts employment with the Company, upon the terms set forth in
this Agreement, as of May 15, 2009 (the “Effective Date”) and ending in
accordance with the provisions set forth in Paragraph 4
below.
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2.
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Title and Capacity.
The Employee shall serve as the Company’s Chief Financial Officer
and shall be responsible for the Company’s accounting and finance
functions as well as operations management duties undertaken by Image
Metrics Limited, which is Image Metric’s Parent Company (the “Parent
Company”). In this role, the Employee also shall perform such duties and
services, consistent with his position as an executive officer of the
Company, as may be assigned to him from time to time by the Company. The
Employee agrees to devote his entire business time, loyalty, attention and
energies to the business and interests of the Company during his
employment with the Company, and understands and agrees that he will be
based at the Company’s Santa Monica office. Provided that he notifies the
Company in advance, the Employee, however, shall have the right to sit on
the boards of other companies which the Company, in its sole discretion,
determines are not competitive with the Company or the Parent Company, and
to continue to engage in consulting and advisory activities provided these
do not require more than one business day during any one given month. The
Employee agrees to abide by the rules, regulations, instructions,
personnel practices and policies of the Company and any changes therein
that may be adopted from time to time by the Company, provided that the
Employee has been made aware of any such rules, regulations, instructions,
personnel practices, and/or
policies.
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3.
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Compensation and
Benefits.
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a.
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Salary. The
Company shall pay the Employee an annualized base salary of $225,000.
Twelve (12) months after his Effective Date the Employee’s annualized base
salary shall be reviewed.
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b.
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Equity. The
Employee shall be granted options to purchase ordinary shares of the
Parent Company (the “Option”) equal to 1.5% of the fully diluted shares
outstanding as of the execution date of this agreement at a per share
option exercise price equal to the fair market value of the Parent
Company’s ordinary shares on the execution date of this agreement. The
Option shall become exercisable (“vest”) as follows: one sixth vesting 180
days from the date of the agreement, the remaining five sixths in equal
amounts over thirty (30) months from the 181st
day following the date of this agreement. No vesting shall occur after
termination of employment. The Option will be subject to all the terms,
conditions and termination provisions of the agreement under which it is
granted (the agreement must be executed by both parties to effect the
grant). The Employee agrees that he will provide all securities laws and
investment representations as the Company and/or the Parent Company
require prior to the grant of the Option. The Employee agrees to indemnify
and keep indemnified the Company and the Parent Company against all taxes
and social security costs which may arise in connection with the grant,
holding or exercise of the Option.
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c.
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Fringe
Benefits. The Employee shall immediately be eligible to participate
in all benefit programs that the Company establishes and makes available
to its employees. The Company will pay the full cost of medical coverage
comparable to coverage currently provided to the Company’s executive
officers.
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d.
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Paid Days Off.
The Employee shall be eligible for up to twenty (20) days of Paid Days Off
(PDO) per calendar year to be taken at such times as may be approved in
advance by the CEO or his designee, which approval shall not be
unreasonably withheld. The number of PDO for which the Employee is
eligible shall accrue at the rate of 2.08 days per month that he is
employed during such calendar year. PDO accrual will be capped at 1.75
times the Employee’s annual PDO accrual. When the Employee’s accrued PDO
reaches the cap, the Employee will not accrue additional PDO time until
some of the previously accrued PDO is used and the accrued amount falls
below the cap.
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e.
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Sick Leave. In
the event a serious health condition, as defined below, makes the Employee
unable to perform the essential functions of his position, with or without
any reasonable accommodation, the Company shall continue to pay the
Employee for up to six (6) months in any one (1) year. If the Employee
remains unable to perform the essential functions of his position for more
than six (6) months, he shall be deemed to have a “disability” as defined
in Paragraph 4(d) of this
Agreement.
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i.
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A
“serious health condition” means an illness, injury, impairment, or
physical or mental condition that involves one of the
following:
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1.
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Inpatient
care in a hospital, hospice, or residential medical care facility,
including any period of incapacity or subsequent treatment in connection
with or consequence to such inpatient
care.
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2.
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A
period of incapacity of more than three consecutive calendar days
(including any subsequent treatment or period of incapacity relating to
the same condition), that also involves: A) Treatment two or more times by
a health care provider; or B) Treatment by a health care provider on at
least one occasion which results in a regimen of continuing treatment
under the supervision of the health care
provider.
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3.
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A
chronic condition which: A) Requires periodic visits for treatment by a
health care provider; B) Continues over an extended period of time; and C)
May cause episodic rather than a continuing period of
incapacity.
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4.
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A
period of incapacity which is permanent or long-term due to a condition
for which treatment may not be
effective.
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5.
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Any
period of absence to receive multiple treatments (including any period of
recovery there from) by a health care provider either for restorative
surgery after an accident or other injury, or for a condition that would
likely result in a period of incapacity of more than three calendar days
in the absence of medical intervention or
treatment.
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ii.
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The
Company retains the right to make an independent assessment of whether an
injury, illness, or impairment involving certain medical treatment
constitutes a “serious health condition” and the Employee will cooperate
with such evaluation.
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f.
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Discretionary Annual
Performance Bonus. In order to serve as an incentive to the
Employee, following the end of each fiscal year in which the Employee is
employed by the Company and subject to the approval of the Company’s Board
of Directors, the Employee is eligible for a bonus of up to thirty percent
(15%) of his annualized base salary, provided that he meets the targets or
objectives set forth in his bonus plan, as determined by the Company in
its sole discretion. The Employee must be an active employee of the
Company on the date any bonus is distributed in order to be eligible for
and to earn any bonus award. The Company will distribute bonus and awards
90 days from the fiscal year end.
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g.
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Withholdings.
All compensation payable to the Employee shall be subject to applicable
withholdings and taxes.
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4.
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Employment
Termination. The Employee’s employment by the Company pursuant to
this Agreement shall terminate upon the death or disability of the
Employee. For purposes of this Agreement, the term “disability” shall mean
a determination by a physician of the Company’s choosing that the Employee
is unable to perform the essential functions of his position by reason of
any mental or physical illness or impairment, with or without any
reasonable accommodation, for a period greater than six (6) months during
any 360-day period.
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5.
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Payment upon
Termination. Upon the termination of his employment, the Employee
(or the beneficiary or his estate, in the event of his death) shall be
entitled to receive earned but unpaid salary and accrued but unused PDO
earned through his last day worked.
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a.
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If
the Employee is terminated by the Company, without cause, the Employee
will continue to receive his base salary for 120 days after the
termination date. The Company shall be deemed to have terminated the
Employee for “Cause” in the event that he has engaged in or committed (i)
willful misconduct, gross negligence, theft or fraud; (ii) any willful act
that has the effect of materially injuring the reputation, business or a
business relationship of the Company; (iii) breach of any material term of
this Agreement, or (iv) failure to perform against Company and Employee
goals. In the event the Company determines that Cause for termination
exists based on any of the foregoing grounds and such grounds are curable,
the Employee shall be given thirty (30) days to cure such Cause. After the
expiration of any such cure period, the Company shall make a determination
as to whether Employee has cured such ground for termination for
Cause.
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6.
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Proprietary and
Confidential Information, Developments and Non-Solicitation
Agreement. As a condition of employment, the Employee shall execute
the Proprietary and Confidential Information, Developments and
Non-Solicitation Agreement provided to him by the Company. The provisions
of such Proprietary and Confidential Information, Developments and
Non-Solicitation Agreement shall survive the termination of this
Agreement.
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7.
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No Conflict or Other
Agreements. The Employee represents that he has disclosed or is not
bound by any employment contracts, restrictive covenants or other
restrictions that prevent him from entering into employment with, or
carrying out his responsibilities for, the Company, or which are in any
way inconsistent with any of the terms of this
Agreement.
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8.
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Amendment. This
Agreement may be amended or modified only by a written instrument executed
by both the Company and the
Employee.
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9.
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Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of California (without reference to the conflict of laws
provisions thereof). Any action, suit or other legal proceeding arising
under or relating to any provision of this Agreement shall be commenced
only in a court of the State of California (or, if appropriate. a federal
court located within the State of California), and the Company and the
Employee each consents to the jurisdiction of such a court. The Company
and the Employee each hereby irrevocably waive any right to a trial by
jury in any action, suit or other legal proceeding arising under or
relating to any provision of this
Agreement.
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10.
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Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business; provided, however,
that the obligations of the Employee are personal and shall not be
assigned by him.
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11.
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Acknowledgment.
The Employee states and represents that he has had an opportunity to fully
discuss and review the terms of this Agreement with an attorney. The
Employee further states and represents that he has carefully read this
Agreement, understands the contents herein, freely and voluntarily assents
to all of the terms and conditions hereof, and signs his name of his own
free act.
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12.
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Miscellaneous.
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a.
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No
delay or omission by the Company or Employee in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by the Company or Employee on any one occasion
shall be effective only in that instance and shall not be construed as a
bar to or waiver of any right on any other
occasion.
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b.
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The
captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or
substance of any section of this
Agreement.
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c.
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In
case any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired
thereby.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth above.
IMAGE
METRICS INC.
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By:
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/s/ Michael Starkenburg
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Michael
Starkenburg
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Chief
Executive Officer
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EMPLOYEE
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/s/ Ron Ryder
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Ron
Ryder
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