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Employment Agreement - Ladenburg Thalmann & Co. Inc. and Salvatore Giardina

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                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT, dated as of March 1, 2004, by and
between Ladenburg Thalmann & Co. Inc., a Delaware corporation (the "Company"),
and Salvatore Giardina (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Company desires to employ the Executive and the
Executive desires to accept such employment on the terms and conditions of this

                  NOW, THEREFORE, in consideration of the mutual premises and
agreements herein contained, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:

         1. CERTAIN DEFINITIONS. For purposes of this Agreement:

                           1.1 "Board" means the Board of Directors of the
                  Company, as it may be constituted from time to time.

                           1.2 "Cause" means (1) any willful failure or refusal
                  by the Executive to attempt to perform his material duties
                  which continues after written notice of such willful failure
                  or refusal from the Board and a reasonable opportunity to
                  cure; (2) the alcoholism or drug addiction of Executive; (3)
                  conviction of a felony (other than a traffic violation); or
                  (4) any action taken by a regulatory body or a self regulatory
                  organization that substantially impairs the Executive from
                  performing his duties.

                           1.3 "Good Reason" means (1) relocation of the
                  Executive's principal place of business outside the New York,
                  New York Area; (2) a material breach of this Agreement by the
                  Company; provided that the Company has not remedied


                  such breach or other violation of a Good Reason event within
                  thirty (30) days of receipt of written notice of such breach
                  or other violation.

         2. TERM OF EMPLOYMENT. Subject to Section 6 hereof, the term of the
Executive's employment under this Agreement shall be from March __, 2004 through
April 1, 2005 (the "Term").

         3. DUTIES OF EMPLOYMENT. The Executive hereby agrees for the Term to
serve as the Company's Executive Vice President and Chief Financial Officer and
to supervise and manage on a day-to-day basis the overall accounting functions
and financial reporting of the Company or to perform such other executive
responsibilities as may be assigned to him from time to time by the Board or the
Company's Chief Executive Officer. The Executive shall perform such duties
faithfully and diligently at all times and shall devote substantially all of his
business time and efforts to the performance of his services hereunder, provided
that the Executive may be involved in charitable activities and, with the
consent of the Company, serve on boards of directors of other companies,
provided such activities do not materially interfere with performance of
Executive's obligations hereunder.


                           4.1 SALARY. As his base compensation for all services
                  to be rendered by the Executive hereunder, the Company shall
                  pay to the Executive a base salary at a monthly rate of
                  $17,833.33 in accordance with the Company's usual payroll
                  practices for senior executives, and which shall be subject to
                  annual increases each July 1. The monthly base salary set
                  forth in this Section 4.1 shall hereinafter be referred to as
                  the "Base Salary." The Company shall withhold or cause to be
                  withheld from the Base Salary (and other amounts hereunder)
                  all taxes and other amounts as are required by law to be


                           4.2 ADDITIONAL COMPENSATION. In addition to the Base
                  Salary, the Executive will be eligible to receive additional
                  compensation in the form of annual or other bonuses determined
                  in the discretion of the Company.

                           4.3 PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The
                  Executive shall be permitted to participate in all group life,
                  hospitalization and disability insurance plans, health
                  programs, pension plans, similar benefit plans, sick days,
                  personal days, payroll practices and so-called "fringe benefit
                  programs" of the Company (including the Ladenburg Thalmann &
                  Co. Inc. Severance Pay Program) as are now existing or
                  adopted, as such may hereafter be revised, replaced or
                  terminated, and offered to senior executives generally to the
                  extent the Executive is eligible under the eligibility
                  provisions of any such plan. Further, for as long as such
                  benefits are offered to the Company's management employees,
                  the Company agrees to pay for, or at its option reimburse the
                  Executive for, the cost of the Executive's group health care
                  premium (family coverage), until termination of employment
                  under this Agreement. The Executive shall be entitled to
                  receive not less than four (4) weeks of paid vacation each
                  contract year taken at such times as mutually agreed by the
                  Company and the Executive; any unused vacation time shall
                  accumulate to his benefit in later years.

                           4.4 The Company shall indemnify and hold Executive
                  harmless against any claims, suits, damages, losses or
                  liabilities incurred by Executive or arising out of the acts
                  by Executive made in the scope of his employment hereunder.
                  The Company shall pay all costs and expenses including
                  attorneys' fees incurred in the investigation, defense, appeal
                  and any settlement of any such matter. Nothing contained
                  herein shall entitle the Executive to indemnification by the
                  Company in excess of that permitted under applicable law. This
                  provision shall survive the termination of this Agreement.


         5.       CONFIDENTIALITY, ETC.

                           5.1 The Executive covenants and agrees that he shall
                  treat as confidential all information and financial matters of
                  the Company and its subsidiaries and affiliates, other than
                  information which becomes generally available to the public
                  otherwise than through disclosure by the Executive
                  (collectively "Confidential Information"), including, without
                  limitation, trade secrets, client lists, pricing policies,
                  operational methods, research projects and technical
                  processes, and that he shall not disclose, communicate or
                  divulge any Confidential Information to any person or entity
                  other than the Company or its affiliates and that he shall not
                  use any Confidential Information for the benefit of any person
                  or entity other than the Company or its affiliates unless
                  expressly authorized in writing by the Board; PROVIDED,
                  HOWEVER, that the foregoing shall not preclude the Executive
                  from divulging information in what he reasonably and in good
                  faith believes is in the ordinary cause of the Company's
                  business or is required to be disclosed pursuant to regulatory
                  requirement to regulatory agencies.

                           5.2 The Executive agrees that during the period he is
                  employed hereunder and for a period of one (1) year
                  thereafter, he will not, without the prior written consent of
                  the Company, directly or indirectly (including without
                  limitation by assisting any other person or entity to do so or
                  identifying for any other person or entity), (a) solicit,
                  entice, persuade, or induce any employee, director, officer,
                  associate, or substantially full-time consultant, agent or
                  independent contractor of the Company or its affiliates (i) to
                  terminate such person's employment or engagement by the
                  Company or an affiliate or (ii) to become employed by any
                  person, firm, partnership, corporation, or other entity other
                  than the Company or its affiliates nor (b) solicit or transact
                  any business with any prior (within six (6)


                  months of termination) or then current customer and/or client
                  of the Company or its affiliates.

                           5.3 If the Executive commits a material breach of any
                  of the provisions of Sections 5.1 or 5.2 above, the Company
                  shall have the right to have the provisions of this Agreement
                  specifically enforced by any court having equity jurisdiction
                  without being required to post bond or other security and
                  without having to prove the inadequacy of the available
                  remedies at law (the foregoing being expressly waived by the
                  Executive hereby), it being acknowledged and agreed by the
                  Executive hereby that any such breach or threatened breach
                  will cause irreparable injury to the Company and that money
                  damages will not provide an adequate remedy to the Company. In
                  addition, the Company may take all such other actions and
                  remedies available to it under the law and in equity and shall
                  be entitled to such damages as it can show it has sustained by
                  reason of such breach.

         6. TERMINATION.

                           6.1 Subject to the provisions of this Agreement, the
                  Company or the Executive may terminate the Executive's
                  employment hereunder on thirty (30) days prior written notice
                  to the other party, which notice shall specify in detail the
                  basis for termination.

                           6.2 If the Company terminates the Executive's
                  employment hereunder for Cause, the Company shall pay the
                  Executive any unpaid Base Salary earned through the date of
                  termination, as well as any payments due to Executive under
                  Section 4.3.

                           6.3 If the Company terminates the Executive's
                  employment hereunder without Cause or the Executive terminates
                  his employment hereunder for Good Reason, the Company shall
                  pay Executive (1) any unpaid Base Salary earned


                  through the date of termination, (2) the Additional
                  Compensation, if any, for periods preceding the date of
                  termination to the extent not already paid, (3) as liquidated
                  damages an amount equal to the greater of (A) his then-current
                  annual salary multiplied by the number of years and partial
                  years remaining to the end of the original term or (B) amounts
                  due the Executive under the Ladenburg Thalmann Severance Pay
                  Program, as well as (4) any payments due to Executive under
                  Section 4.3. The Company's obligations pursuant to this
                  Section 6.3 are not subject to the Executive's duty to
                  mitigate damages by seeking other employment nor shall the
                  aforesaid payments be reduced by amounts otherwise earned by
                  the Executive.

                           6.4 The Company shall pay to the Executive, his
                  spouse, designated beneficiary or estate, as the case may be,
                  any amounts owing pursuant to this Section 6 in a single lump
                  sum within thirty (30) days following termination of the
                  Executive's employment.

                           6.5 On termination of employment, the Executive shall
                  promptly return to the Company all documents, materials,
                  papers, data, statements and any other written material
                  (including but not limited to all copies thereof) belonging to
                  the Company and other property of the Company.

         7. EXPENSES. The Company shall reimburse the Executive for his
reasonable out-of-pocket expenses incurred pursuant to this Agreement and in
connection with the performance of his duties under this Agreement, in
accordance with the general policy of the Company, upon submission of
satisfactory documentation evidencing such expenditures.

         8. NON-ASSIGNMENT. This Agreement and all of the Executive's rights and
obligations hereunder are personal to the Executive and shall not be assignable;
PROVIDED, HOWEVER, that upon his death all of the Executive's rights to cash
payments under this Agreement shall inure to the benefit of his widow, personal
representatives, designees or other


legal representatives, as the case may be.
Any person, firm or corporation succeeding to the business of the Company by
merger, purchase, consolidation or otherwise may assume by contract or operation
of law the obligations of the Company hereunder; PROVIDED, HOWEVER, that the
Company shall, notwithstanding such assumption, remain liable and responsible
for the fulfillment of its obligations under this Agreement. This Agreement
shall be binding upon the parties, their successors, heirs, administrators and
permitted assigns.

         9.       OTHER PROVISIONS.

                           9.1 NOTICES. Any notice or other communication
                  required or permitted hereunder shall be in writing and shall
                  be delivered personally, telegraphed, telexed, sent by
                  facsimile transmission or sent by certified, registered or
                  express mail, postage prepaid. Any such notice shall be deemed
                  given when so delivered personally or sent by facsimile
                  transmission or, if mailed, five days after the date of
                  deposit in the United States mail, as follows:

                           (i)      if to the Company, to:

                                    Ladenburg Thalmann & Co. Inc.
                                    590 Madison Avenue
                                    New York, NY 10022
                                    Attention: Chief Executive Officer
                                    Facsimile: (212) 409-2101

                           (ii)     if to the Executive, to;

                                    Mr. Salvatore Giardina
                                    1 Wilfred Road
                                    Manalapan, NJ 07726

                           Any party may change its address for notice hereunder
                  by notice to the other party hereto.

                           9.2 ENTIRE AGREEMENT. This Agreement contains the
                  entire agreement between the parties with respect to the
                  subject matter hereof and


                  supersedes all prior representations, warranties and
                  agreements, written or oral, with respect thereto.

                           9.3 WAIVERS AND AGREEMENTS. This Agreement may be
                  amended, modified, superseded, canceled, renewed or extended,
                  and the terms and conditions hereof may be waived, only by a
                  written instrument signed by the parties or, in the case of a
                  waiver, by the party waiving compliance. No delay on the part
                  of any party in exercising any right, power or privilege
                  hereunder shall operate as a waiver thereof, nor shall any
                  waiver on the part of any party of any right, power or
                  privilege hereunder, nor any single or partial exercise of any
                  right, power or privilege hereunder preclude any other or
                  further exercise thereof or the exercise of any other right,
                  power or privilege hereunder.

                           9.4 GOVERNING LAW. This Agreement shall be governed
                  by and construed in accordance with the substantive laws of
                  the State of New York, without regard to its principle of
                  conflicts of law.

                           9.5 COUNTERPARTS. This Agreement may be executed in
                  two counterparts, each of which shall be deemed an original
                  but both of which together shall constitute one and the same
                  instrument. The execution of this Agreement may be by actual
                  or facsimile signature.

                           9.6 HEADINGS. The headings in this Agreement are for
                  reference purposes only and shall not in any way affect the
                  meaning or interpretation of this Agreement.

         10. ARBITRATION. The parties hereto agree that, except as provided in
Section 5.3, any controversy or claim arising out of this Agreement or the
Executive's employment hereunder (including without limitation any claims the
Executive may have under federal, state or local discrimination laws) shall be
determined by arbitration. Any arbitration under this Agreement shall be
conducted pursuant to the Federal Arbitration Act and the substantive laws


of the State of New York before the New York Stock Exchange in accordance with
its constitution and rules. Such arbitration shall be held in New York City. The
decision of the arbitrator(s) shall be final and binding upon the parties. The
costs of arbitration, including the fees and expenses of the arbitrator, shall
be borne fifty percent by the Company, on the one hand, and fifty percent by the
Executive, on the other, but each shall pay its own attorneys' fees and other
professional costs and expenses. Any decision rendered by the arbitrator, except
as provided above, shall be final and binding and may be entered in any court
having jurisdiction.

         11. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written.

                                       Ladenburg Thalmann & Co. Inc.

                                       By: /s/ Victor M. Rivas

                                           /s/ Salvatore Giardina
                                               Salvatore Giardina