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Exhibit 10.3.1  


 
 

LIQUIDITY SERVICES, INC.
  EXECUTIVE EMPLOYMENT AGREEMENT    
    



        THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of September 2, 2004 with an effective
date of January 1, 2004 (the "Effective Date"), by and between Liquidity Services, Inc., a Delaware corporation (the  "Company"), and
William P. Angrick, III (the "Executive"). 


        1.    Employment Agreement.    On the terms and conditions set forth in this Agreement, the
Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2
hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in  Section 10.12 below. 


        2.    Term.    The term of employment under this Agreement shall be the period set forth in  Schedule 1 attached hereto commencing on the Effective Date (the "Employment Period"). 



        3.    Position and Duties.    The Executive shall serve in the position and with the title set
forth in Schedule 1 attached hereto during the Employment Period. In such capacity, the Executive shall have the normal duties, responsibilities,
and authority of such position, subject to the power of the Executive's "Reporting Officer" as designated in  Schedule 1, the Company's Chairman of the
Board of Directors (the "Board") or the Board to
reasonably expand or limit such duties, responsibilities and authority. The Executive shall report to the Reporting Officer designated in  Schedule 1. The Executive shall devote the Executive's
best efforts and full business time and attention to the business and affairs of
the Company; provided, however, that Executive may, to the extent such participation or service does not materially interfere with the performance of
the obligations described in this Agreement, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations and (ii) with the consent of
the Board, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations). 



        4.    Place of Performance.    In connection with the Executive's employment by the Company,
the Executive shall be based at the principal executive offices of the Company, except as otherwise agreed by the Executive and the Company and except for reasonable travel on Company business. 


        5.    Compensation.    



        5.1.    Base Salary.    During the Employment Period, the Company shall pay to the Executive
an annual base salary (the "Base Salary"), which initially shall be at the rate per year as set forth in Schedule 1.  The Base Salary shall be payable
semi-monthly or in such other installments as shall be consistent with the Company's payroll procedures. The Base Salary may be
increased at any time or from time to time, but it may not be decreased without the consent of the Executive. 



        5.2    Bonus.    The Executive shall be eligible for a performance bonus consistent with the
bonus plan adopted by the Board for each fiscal year as set forth in Schedule 1. 


        5.3    Benefits.    During the Employment Period, the Executive will be entitled to receive
such other benefits approved by the Board and made available to similarly situated senior executives of the Company, including health insurance, disability insurance, and 401-K benefits.
At all times the Company agrees to maintain Director's and Officer's Liability coverage for the Executive. Nothing contained in this Agreement shall prevent the Company from changing insurance
carriers. 


        5.4    Vacation; Holidays.    The Executive shall be entitled to all public holidays observed
by the Company and a total of five weeks of vacation in accordance with the applicable vacation policies of the Company, which shall be taken at a reasonable time or times. 




        6.    Expenses.    The Executive is expected and is authorized to incur reasonable expenses in
the performance of his duties hereunder, including the costs of entertainment, travel, and similar business 







 

expenses
incurred in the performance of his duties. Company shall reimburse the Executive for all such expenses promptly upon periodic presentation by the Executive of an itemized account of such
expenses and appropriate receipts. 


        7.    Termination of Employment.    



        7.1.    Termination.    The Executive's employment by the Company during the Employment Period
will continue until Executive's death, Disability, resignation or until Executive's termination by the Board at any time. 



        7.2.    Notice of Termination.    Any termination of the Executive's employment by the Company
or the Executive (other than because of the Executive's death) shall be communicated by written Notice of Termination to the other party hereto in accordance with  Section 10.1 hereof. For purposes
of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so indicated. Termination of the Executive's employment shall take effect on the Date of Termination. 




        8.    Compensation Upon Termination.    



        8.1.    Death.    If the Executive's employment is terminated during the Employment Period as
a result of the Executive's death, the Company shall pay to the Executive's estate, or as may be directed by the legal representatives of such estate, the Executive's full Base Salary through the next
full calendar month following the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits
pursuant to Section 5.3 and expenses pursuant to Section 6. The payments contemplated by
this Section 8.1 shall be paid at the time they are due, and the Company shall have no further obligations to the Executive or his or her estate
under this Agreement. 


        8.2.    Disability.    If the Company terminates the Executive's employment during the
Employment Period because of the Executive's Disability, the Company shall pay the Executive the Executive's full Base Salary through the third full calendar month following the Date of Termination
and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to  Section 5.3 and expenses pursuant to
Section 6. The payments contemplated by this  Section 8.2 shall be paid at the time they are due, and the Company shall have no further
obligations to the Executive under this Agreement;  provided, however, that the Base Salary shall be reduced by the amount of any disability benefit payments made to the Executive during a period of
Disability from any insurance or other policies provided by the Company. 


        8.3.    By the Company with Cause or by the Executive without Good Reason.    If the Company
terminates the Executive's employment during the Employment Period for Cause or if the Executive voluntarily terminates the Executive's employment during the Employment Period other than for Good
Reason, the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which Executive is entitled as of the Date of
Termination in connection with any fringe benefits pursuant to Section 5.3 and expenses pursuant to  Section 6. The payments contemplated by this
Section 8.3 shall be paid at the time such
payments are due, and the Company shall have no further obligations to the Executive under this Agreement. 


        8.4.    By the Company without Cause or by the Executive for Good Reason.    If the Company
terminates the Executive's employment during the Employment Period other than for Cause, Death, or Disability or the Executive terminates his employment during the Employment Period for Good Reason,
the Company shall pay the Executive: (A) the Executive's full Base Salary 



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through
the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to  Section 5.2 and
expenses pursuant to Section 6; and (B) a lump-sum
severance package equal to six months of Executive's Base Salary plus an amount equal to the average annual bonus earned by the Executive for the previous two fiscal years (the  "Severance Payment"). The
Severance Payment under this Section 8.4 shall be payable to the Executive within 30 days of the Notice of
Termination. 




        9.    Other Agreements.    As a pre-condition to the effectiveness of this
Agreement, Executive agrees to execute the Employee Agreement attached hereto as Exhibit A (the "Employee
Agreement"), the terms and conditions of which are specifically incorporated herein by reference. 


        10.    Miscellaneous.    



        10.1.    Notices.    All notices, demands, requests or other communications required or
permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows: 



        10.1.1.
If to the Company: 




Liquidity
Services, Inc.

2131 K Street NW, 4th Floor

Washington DC 20037

ATTN: Board of Directors

    Fax: (202) 467-4030

    Phone: (202) 467-6868 





        10.1.2.
If to the Executive: 




at
the address set forth in Schedule 1. 






or
to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above
shall be deemed sufficiently given or made for all purposes three days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back, the confirmation (if telecopy) or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused
by the addressee upon presentation. 


        10.2.    Representations.    Executive agrees to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. Executive represents that performance of all the terms of this Agreement and the Employee Agreement will not breach any
non-compete or similar agreement. Employee has not entered into, and Employee agrees not to enter into, any oral or written agreement in conflict herewith. 


        10.3.    Severability.    The invalidity or unenforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. 


        10.4.    Survival.    It is the express intention and agreement of the parties hereto that the
provisions of Section 8 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make
payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein. 


        10.5.    Assignment.    The rights and obligations of the parties to this Agreement shall not
be assignable or delegable, except that (i) in the event of the Executive's death, the personal representative or legatees or distributees of the Executive's estate, as the case may be, shall
have 



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the
right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable to any Affiliate of
the Company or in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets of the Company or similar reorganization of a successor corporation; provided,
that such successor expressly assumes and agrees to perform all of the obligations of the Company hereunder. 



        10.6.    Binding Effect.    Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and
assigns. 


        10.7.    Amendment, Waiver.    This Agreement shall not be amended, altered or modified except
by an instrument in writing duly executed by the parties hereto; provided, that the parties may amend Schedule 1 hereto by executing and
delivering a revised version of Schedule 1 and attaching such revised version to this Agreement. Neither the waiver by either of the parties
hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement
or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or
privileges hereunder. 


        10.8.    Headings.    Section and subsection headings contained in this Agreement are inserted
for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the
provisions hereof. 


        10.9.    Governing Law.    This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the District of Columbia not including the choice of law rules thereof). 


        10.10.    Entire Agreement.    This Agreement, including  Schedule 1 hereto and the Employee
Agreement, constitute the entire agreement between the parties respecting the employment of Executive, there
being no representations, warranties or commitments except as set forth herein. 


        10.11    Counterparts.    This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same instrument. 


        10.12.    Definitions.    



        "Affiliate" means as to a specified Person any other person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the specified Person. 


        "Agreement" means this Executive Employment Agreement. 


        "Base Salary" is defined in Section 5.1 above. 



        "Beneficial Owner" means a beneficial owner within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended. 


        "Cause" means (i) the commission of a felony or a crime involving moral turpitude (specifically excluding felonies or crimes under
any applicable state or federal vehicle code) or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its Subsidiaries or any of their
customers or suppliers, or (ii) recurring violations of material Company rules, regulations policies or any material provisions of this Agreement (which are not inconsistent with or in
violation of any of the provisions of this 



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Agreement)
after written notice to Executive from the Company specifically enumerating all of the facts and circumstances constituting the violation, the conduct or action which can be taken by
Executive to cure the violation, and a reasonable opportunity for Executive to take corrective action, or (iii) gros negligence or willful misconduct with respect to the Company or any of its
Subsidiaries. 


        "Company" means Liquidity Services, Inc. and its successors and assigns. 


        "Date of Termination" means (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's
death; (ii) if the Executive's employment is terminated because of the Executive's Disability, 30 days after Notice of Termination; (iii) if the Executive's employment is
terminated by the Company for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination; or (iv) if the Executive's employment is terminated during the
Employment Period other than pursuant to Section 7.1, the date on which Notice of Termination is given. 


        "Disability" means the Executive's inability to perform all of the Executive's duties hereunder by reason of illness, physical or mental
disability or other similar incapacity, as determined by a competent medical doctor appointed by the Board after a complete and thorough medical examination and evaluation, which inability shall
continue for more than three consecutive months or for such shorter periods that when aggregated exceed six (6) months in any twelve (12) month period. 



        "Effective Date" means the date as of which this Agreement is executed as set out above. 


        "Employee Agreement" is defined in Section 9 above. 


        "Employment Period" is defined in Section 2 above. 


        "Good Reason" means (i) the Company's failure to perform or observe any of the material terms or provisions of this Agreement
(including the provisions of Schedule 1) or the Employee Agreement, and the continued failure of the Company to cure such default within 30 days after written demand for performance has
been given to the Company by the Executive, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; or (ii) a
material reduction in the scope of the Executive's responsibilities and duties without the written consent of Executive; or (iii) any change to the job title given to Executive without his
written consent; (iv) any reduction in Base Salary or any other benefits provided to Executive hereunder; or (v) any constructive termination of Executive; or (vi) any request,
instruction, directive or order, whether direct or indirect, to Executive by the Board, the Company or any executive officer of the Company to perform any act which is unlawful. 



        "Notice of Termination" is defined in Section 7.2 above. 


        "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 


        "Severance Payments" is defined in Section 8.4 above. 



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        IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove
written. 



	 
	 	 
	 	 

	 	 	LIQUIDITY SERVICES, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/  JAIME MATEUS-TIQUE      
 Jaime Mateus-Tique

President and COO
	

 	
 	

EXECUTIVE:
	

 	
 	

/s/  WILLIAM P. ANGRICK, III      
 William P. Angrick, III




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SCHEDULE 1

CERTAIN TERMS OF EMPLOYMENT  


All capitalized but undefined terms in this Schedule shall have the meaning ascribed to them in the Agreement. 



Name:
William P. Angrick, III 


Position/Title:
Chairman and Chief Executive Officer 


Employment
Period: January 1, 2004 to December 31, 2006 


Reporting
Officer: Board of Directors 


Base
Salary: $210,000 per annum 


Bonus:
Executive shall be eligible for an incentive bonus under- a sliding scale as approved by the Board's Compensation Committee that is equal to 80% of his Base Salary based upon the achievement of
100% of the Company's financial budget each year. In addition, the Executive shall be eligible for discretionary bonuses for the completion of projects that increase shareholder value including, but
not limited to, strategic acquisitions, financings, contract wins, and new product launches at the discretion of the Board's Compensation Committee. Such annual bonus shall be paid within
30 days following the close of the Company's fiscal year. 


Notice
Address: 


William
P. Angrick, III

8201 Woodhaven Blvd

Bethesda. MD 20817

(301) 469-5199 



	 
	 	 

	COMPANY:

/s/  JAIME MATEUS-TIQUE      
 Jaime Mateus-Tique

President and COO	 	EXECUTIVE:

/s/  WILLIAM P. ANGRICK, III      
 William P. Angrick, III
	

Effective Date/Date of Last Amendment:
                                         
                                          
             













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LIQUIDITY SERVICES, INC. EXECUTIVE EMPLOYMENT AGREEMENT