Employment Agreement between BrandPartners Group, Inc. and James Brooks (President/CEO)

Summary

This agreement is between BrandPartners Group, Inc. and James Brooks, who is being employed as President and CEO for a one-year term starting October 15, 2003. Brooks will receive an annual salary of $300,000, paid bi-weekly, and stock options for up to 1,000,000 shares. He must devote his full working time to the company, maintain confidentiality, and not compete with the company during employment and for one year after. The agreement also outlines vacation, early termination conditions, and other standard employment terms.

EX-10.11 14 e16242ex10_11.txt EMPLOYMENT AGREEMENT Exhibit 10.11 EMPLOYMENT AGREEMENT AGREEMENT made as of the 10th day of November, 2003 by and between BRANDPARTNERS GROUP, INC., having a place of business at 777 Third Avenue, New York, NY 10017 (hereinafter referred to as "EMPLOYER") and JAMES BROOKS, residing __________________________(hereinafter referred to as "EMPLOYEE"). W I T N E S S E T H: WHEREAS, the EMPLOYER is engaged in the business of developing and marketing providing financial services firms and other service retailers with merchandising, branch planning and design, and creative services; and WHEREAS, the EMPLOYER is desirous of employing EMPLOYEE, and EMPLOYEE wishes to be employed by EMPLOYER in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS: 1. EMPLOYMENT DUTIES AND TERM: The EMPLOYER does hereby employ, engage and hire the EMPLOYEE as President of EMPLOYER for a period of one (1) year retroactive to October 15, 2003 and terminating October 14, 2004. The duties of EMPLOYEE shall include, but not be limited to, acting as Chief Executive Officer of EMPLOYER and its subsidiary, Willey Brothers EMPLOYEE will perform services on behalf of EMPLOYER with respect to the management and general supervision of the business of EMPLOYER. 2. GOOD FAITH PERFORMANCE OF DUTIES: The EMPLOYEE agrees that he will, at all times, faithfully, industriously, and to the best of his ability, experience and talent, perform all of the duties that may be required of and from him, pursuant to the expressed and implicit term hereof. 3. COMPENSATION: EMPLOYER shall pay to the EMPLOYEE, and the EMPLOYEE agrees to accept from the EMPLOYER, in full payment for the EMPLOYEE's services hereunder, compensation at the rate of $300,000 per annum. EMPLOYEE will be paid bi-weekly, in accordance with the subsidiary of EMPLOYER's usual payroll practice during the term of the within Agreement. 1 4. STOCK OPTIONS: In addition, EMPLOYER agrees to issue to EMPLOYEE stock options, as follows: o Options to purchase 500,000 shares of common stock of Employer at $0.20 per share; o Options to purchase 500,000 shares of common stock of Employer at $0.30 per share. All options vest as of the date this agreement is executed by both parties and are exercisable for a period of five years from the effective date of this Agreement, subject to the terms and conditions contained herein. EMPLOYER will grant EMPLOYEE piggyback registration rights for the shares underlying the options and will seek to include the options in an existing approved option benefits plan and register the underlying shares by way of a Form S-8. 5. VACATION: Paid vacation (taken consecutively or in segments) in accordance with the EMPLOYER's policies generally applicable to other executives of the Company from time to time, taken at such times as is reasonably consistent with proper performance by Employee of Employee's duties and responsibilities hereunder. 6. DEDICATION OF TIME: EMPLOYEE shall devote all of his working time, attention, knowledge and skill solely and exclusively to the business and interest of the EMPLOYER. The EMPLOYEE expressly agrees that he will not, during the term hereof or for one (1) year from the termination of this Agreement, be involved directly or indirectly, in any form, fashion or manner, as a partner, officer, director, stockholder (owning in excess of 4.9%), advisor, consultant or employee in any other business similar to or in any way competing with the business of the EMPLOYER. Nothing herein contained shall, however, limit the rights of the EMPLOYEE to own up to 5% of the capital stock or other securities of any corporation, whose stock or securities are publicly owned or traded regularly on a public exchange or in the over-the-counter market, or to prevent the EMPLOYEE from investing financially in, or limiting the EMPLOYEE's rights to invest financially in, other businesses not allied with or competing with the business of the EMPLOYER, as long as EMPLOYEE continues to devote all of his working time, attention, knowledge and skill, solely and exclusively to the business and interest of the EMPLOYER. EMPLOYEE will be permitted to serve on the Board of Directors of publicly owned companies. 7. CONFIDENTIALITY: During the terms of EMPLOYEE's employment under this Agreement, and for one (1) year thereafter, the EMPLOYEE specifically agrees that he will not, at any time, in any fashion, form or manner, either directly or indirectly, use, divulge, disclose or communicate to any person, firm or corporation, in any manner whatsoever, any confidential or proprietary information of any kind, nature or description concerning any matters affecting or relating to the business of the EMPLOYER including, without limiting the generality of the foregoing, any of its customers, its manner of operations, its plans, its ideas, processes, programs, its intellectual property or other data, information or materials of any kind, nature or description, without regard to whether any or all of the foregoing matters shall be deemed confidential, material or important. The parties hereto stipulate that, as between them, the same are important, material, confidential and gravely affect the effective and successful conduct of the business of the EMPLOYER and its goodwill, and that any breach of 2 the terms of this Paragraph is a material breach thereof, except where the EMPLOYEE shall be acting on behalf of the EMPLOYER. EMPLOYEE understands and agrees that, in the event that EMPLOYEE violates the terms and conditions, as stated in this Paragraph, that he will be subject to an injunction and damages, and understands and agrees that EMPLOYER's remedy to prevent further or continued damages will include a petition for injunctive relief. EMPLOYEE expressly acknowledges that the restrictions contained in this Paragraph are reasonable and are properly required for the adequate protection of the EMPLOYER's interests. EMPLOYEE further understands and agrees that EMPLOYER, in entering into this Agreement, is relying upon EMPLOYEE's representation and warranty that all trade secrets and other proprietary information of EMPLOYER will be kept strictly confidential by EMPLOYEE and not utilized by EMPLOYEE in any manner whatsoever other than on EMPLOYER's behalf during the course of EMPLOYEE's employment with EMPLOYER. 8. NON-COMPETITION: EMPLOYEE agrees that, during the term of this Agreement and for one (1) year after termination hereof, he shall not, for himself or any third party, directly or indirectly, divert or attempt to divert from the EMPLOYER or its subsidiaries or affiliates any business of any kind in which it is engaged or employed, or solicit for employment, any person employed by the EMPLOYER or by any of its subsidiaries or affiliates, during the period of such person's employment. EMPLOYEE expressly acknowledges that the restrictions contained in this paragraph are reasonable and are properly required for the adequate protection of the EMPLOYER's interests. 9. EARLY TERMINATION: It is expressly understood and agreed that the terms of this Agreement, may be terminated by the EMPLOYER prior to October 14, 2004, upon the occurrence of any of the following events: (a) Automatically and without notice upon the death of the EMPLOYEE; it is also understood that EMPLOYEE will be entitled to three (3) months' salary which will be payable to his estate; (b) Persistent absenteeism on the part of the EMPLOYEE, which in the reasonable judgment of the Board of Directors of the Company is having or will have a material adverse effect on the performance of the EMPLOYEE's duties under this Agreement; (c) Deliberate and willful failure to perform normal services and duties required of EMPLOYEE pursuant to this Agreement, except if the performance of such duties or services would result in a violation of EMPLOYEE's fiduciary responsibility to the Company and its shareholders or is in a violation of applicable laws; (d) Any willful act or failure to act, which in the reasonable opinion of the Board, is in bad faith and to the material detriment of the EMPLOYER; (e) Conviction of a felony involving moral turpitude or dishonesty; 3 (f) Total or partial disability of the EMPLOYEE for a period of three (3) consecutive months or ninety (90) days, in the aggregate, so that he is prevented from satisfactorily performing a substantial part of his duties; it being understood that that EMPLOYEE will be entitled to three (3) months' salary upon such termination; it being further understood and agreed that any proceeds received by EMPLOYEE from a policy of disability benefits insurance or any other proceeds received from any Federal, State or Municipal agency of government will be credited to the amount of compensation paid to EMPLOYEE by EMPLOYER; and (g) Fraudulent misconduct of the EMPLOYEE. In the event of early termination for any reason stated in paragraphs 9 (a), (b), (c), (d), (e), (f), or (g) all vested options will lapse immediately and be null and void. The Agreement shall not be terminated by any: (x) Merger or consolidation, where the Company is not the consolidating or surviving; or (y) Transfer of all or a substantial majority of the assets of the Company; (z) Acquisition or control of fifty percent (50%) or more of the Company's issued and voting equity share capital by any party, or by parties acting in concert or under common control. In the event of any merger or consolidation or transfer of all, or a substantial majority, of the assets of the Company or acquisition or control of fifty percent (50%) (or an amount of stock ownership that has the ability to elect the Board of Directors of EMPLOYER) or more of the Company's issued and voting equity share capital by any party or by parties acting in concert or under common control, the surviving or resulting entity or the transferee or transferees of the Company's assets or its issued and voting equity share capital, shall be bound by, and shall have the benefit of, the provision of this Agreement, and the Company shall endeavor to take all actions necessary to ensure that such entity or transferee or transferees shall be bound by the provisions of the Agreement. Moreover, in the event of such merger or consolidation, or transfer of all or a substantial majority of the assets of the Company or acquisition of the Company of the Company's issued and voting equity share capital as aforesaid, the EMPLOYEE may, at his option, at any time, continue his employment under the terms of this Agreement, or upon giving not less than thirty (30) days notice at any time, by registered mail, to the registered office of the Company, requiring the Company to effect full settlement of all the EMPLOYEE's entitlements under the terms of this Agreement, which settlement shall also include the payment of EMPLOYEE's remuneration for the full term of the Agreement. In the event EMPLOYEE terminates this Agreement prior to the end of its term, all options will lapse immediately and be null and void. 10. BENEFITS: EMPLOYER agrees that EMPLOYEE will be entitled, during the term, to all fringe benefits in effect for executive officers of the EMPLOYER, such as 4 no-contribution medical insurance, housing, meal and car allowances 11. SEVERANCE: In the event this Agreement is terminated by EMPLOYER prior to the end of its term for any reason other than those set forth in paragraphs 9(a) through 9(g) herein, then in that event EMPLOYEE will be entitled to six (6) months compensation payable in a gross amount over a six (6) month period. If EMPLOYEE is terminated for any reason set forth in paragraphs 9(a) through 9(g), then EMPLOYEE will not be entitled to any form of severance except as otherwise provided in paragraphs 9(a) and (f) above. 12. NO WAIVER: The parties hereto do further agree that no waiver or modification of this Agreement or of any covenant, condition or limitation herein contained, shall be valid, unless in writing and duly executed by the party to be charged therewith, and that no evidence of any proceedings or litigation between either of the parties arising out of or affecting this Agreement or the rights and obligations of any party hereunder shall be valid and binding unless such waiver or modification is in writing, duly executed, and the parties further agree that the provisions of this paragraph may not be waived except as herein set forth. 13. GOVERNING LAW: The parties hereto agree that it is their intention and covenant that this Agreement and the performance hereunder shall be construed in accordance with and under the laws of the State of New York, and that the terms hereof may be enforced in any court of competent jurisdiction in an action for specific performance which may be instituted under this Agreement, and that in the event of any dispute or claim under the within Agreement, that same will be resolved in the Courts of the State of New York. 14. OPPORTUNITY TO REVIEW: EMPLOYEE and EMPLOYER warrant and represent that each has had sufficient and adequate opportunity to consult with independent counsel concerning the within Agreement, and has requested that the firm of Baratta & Goldstein prepare the within Agreement, and is aware that said firm is relying upon the within representation prior to the parties entering into the Agreement herein. 15. NOTICES: All notices required or permitted to be given by either party hereunder shall be in writing and mailed by registered mail, return receipt requested and by regular mail to the other party addressed as follows: If to EMPLOYER at: BrandPartners Group, Inc. 777 Third Avenue New York, NY 10017 If to EMPLOYEE at: James Brooks c/o BrandPartners Group, Inc. 777 Third Avenue New York, NY 10017 5 Any notice mailed, as provided above, shall be deemed completed on the date of receipt, or five (5) days from the postmark on said postal receipt. 16. CAPTION HEADINGS: Caption headings in this Agreement are provided merely for convenience and are of no force and effect. 17. ENTIRE AGREEMENT: This Agreement contains the total and entire Agreement between the parties and shall, as of the effective date hereof, supersede any and all other Agreements between the parties. The parties acknowledge and agree that neither of them has made any representations that are not specifically set forth herein, and each of the parties hereto acknowledges that he or it has relied upon his or its own judgment in entering into same, and that the within Agreement has been approved by the EMPLOYERS compensation committee and its board of directors. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day, month and year first above written. BRANDPARTNERS GROUP, INC. By: /s/ J. Weldon Chitwood ------------------------------- /s/ James Brooks ------------------------------- JAMES BROOKS 6