Term Sheet for Employment Contract between Alan Merkur and Chaim Katzman

Summary

This agreement outlines the employment terms for Alan Merkur, including a three-year term starting January 1, 2003, with automatic one-year renewals unless either party gives 90 days' notice. Merkur will receive a $190,000 annual salary with cost-of-living increases, 10,500 restricted stock units vesting over three years, a target annual bonus of 40%, and various allowances. If there is a change of control or termination without cause, Merkur receives a lump sum payment and immediate vesting of all stock and options. In case of death or disability, all stock and options vest and one year’s salary or equivalent life insurance is paid.

EX-10.5 4 exh10_5.htm EXHIBIT 10.5 Exhibit 10.5

Exhibit 10.5

Final

To: Alan Merkur

From: Chaim Katzman

Date: 3/11/03

TERM SHEET FOR EMPLOYMENT CONTRACT

Term Of Agreement	3 years commencing January 1, 2003 - Automatically renewable for successive 1 year terms, unless either party advises the other party at least 90 days prior to termination as to its intent not to renew.

Base Salary	$190,000 per annum with CPI increases each anniversary

Restricted Stock	10,500 shares vesting over a three year period

Stock Option	T/B/D After the full vesting of the previous grant

Annual Cash Bonus	40% target. formula equal to other Senior Executives

Miscellaneous	$500 car allowance + Health Benefits allowance + other customary perquisites

Change of Control	Upon a Change of Control as defined:

	Lump sum payment equal to 150% of the Base Salary + 150% of most recent bonus.

	All remaining restricted stocks and options to become vested.

Termination	In the event of Termination without cause as defined, conditions of Change of Control shall apply.

Other	In the event of death or disability:

	All stock and options shall vest.

	Payment of 1 year salary or life insurance at the same amount paid by the company (employee to determine beneficiaries)