amacore_10qsb-ex1001.htm

EXHIBIT 10.1

    


    EMPLOYMENT
      AGREEMENT

    


    


    AGREEMENT
      made as of the 13th day of September, 2007, by and between Giuseppe Crisafi,
      an
      individual residing in London, UK, (hereinafter  referred to as
      "Executive") and THE AMACORE GROUP, INC., a Delaware corporation with offices
      in
      Tampa, Florida (hereinafter called the "Company").

    


    W
      I T N E S S E T H

    


    WHEREAS,
      the Company desires to retain the services of Executive to render his services
      to Company on the terms and conditions hereinafter set forth; and

     

    WHEREAS,
      Executive is agreeable to rendering such services to the Company on the terms
      and conditions hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1.  Employment
      Term, Duties
      and Acceptance

     

    (a)  Company
      hereby retains
      Executive as Company's  Chief Financial Officer for a period of three
      (3) years, commencing on the date hereof (the "Employment Period"), subject
      to
      earlier termination as hereinafter provided, to render his services to Company
      upon the terms and conditions herein contained, in such executive capacity.
      In
      such executive capacity, Executive shall report and be responsible to the
      Company's Chief Executive Officer and the Company’s Board of
      Directors.

     

    (b)  Executive
      hereby accepts
      the foregoing employment and agrees to render his services to Company on a
      full-time basis in such a manner as directed by the Company’s Chief Executive
      Officer as to reflect Executive’s best efforts to the end that the Company's
      operations are properly managed. In furtherance of Executive performing the
      duties assigned to him under this Agreement, the Company agrees to provide
      Executive with a support staff reasonably required by Executive so as to enable
      him to carry out such duties.

     

    
      2.  Compensation

    

     

    (a)  During
      the first year of
      the term of this Agreement, Executive shall receive compensation of $360,000
      per
      year.  This compensation may, at Executive's election, be accrued, in
      whole or in part.  Executive’s compensation shall be payable in
      accordance with the general payroll practices of the Company as are from time
      to
      time, in effect, less such deductions or amounts as shall be required to be
      withheld by applicable law or regulation. On each yearly anniversary date of
      the
      execution of this Agreement  (hereinafter sometimes called the
      "Anniversary Date," in each yearly instance) the Board of Directors shall review
      the services provided by Executive to determine the amount that Executive's
      salary shall be increased for the forthcoming yearly period. Such increase
      shall
      be no less than an amount equal to the percentage increase in the Consumer
      Price
      Index or such other similar index reflective of the cost of living increase
      in
      the Orlando, Florida metropolitan area from the beginning of yearly period
      to
      the end of the yearly period with respect to the Consumer Price Index applicable
      to the said metropolitan area, times Executive's base compensation in effect
      during the said yearly period. The sum resulting by way of this increase to
      the
      Executive's base compensation shall, for the then immediately succeeding period
      be considered the Executive's base compensation. The Board of Directors shall
      also determine on an annual (fiscal or calendar year, as the case may be) basis,
      the amount, if any, of bonus or incentives to be paid to Executive. Provided,
      however, that Executive shall receive a special bonus ("special bonus") in
      an
      amount equal to one (1) percent of the Company's pre-tax profits from the
      preceding year (as determined by the application of generally accepted
      accounting principles), up to the first one-million dollars of such profits;
      plus an additional sum equal to two, and (2) percent of the Company's pre-tax
      profits for all sums over one-million dollars  The special bonus shall
      be paid within thirty (30) days following determination thereof, which
      determination shall be made as soon as practicable.

     

    
      
         

      

      
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    (b)  Executive
      shall receive a
      sign-on bonus of Thirty Five Thousand (35,000) shares of the Company’s Class A
      common stock (the “shares”) which shares shall be issued and vested in the
      Executive on the 91st day following
      the
      execution of this Agreement.  In the event the Company files a form of
      Registration Statement, as that term is generally
      understood,  registering shares of its Class A common stock at any
      time following the issuance of the shares to Executive but prior to a date
      being
      one year thereafter, the Company shall, at Executive’s request, include
      Executive’s shares in such Registration Statement provided the Executive agrees
      to sell such shares only in accordance with the then existing Rule 144 selling
      formula for shares held more than one year but less than two years.

     

    (c)  Executive
      shall be
      entitled to reasonable paid vacation time, sick leave and time to attend
      professional meetings comparable to that offered the executives in comparable
      positions.

     

    (d)  Executive
      shall be
      entitled (subject to the terms and conditions of particular plans and programs)
      to all fringe benefits afforded to other senior executives of the Company,
      including, but not by way of limitation, bonuses and the right to participate
      in
      any pension, stock option, retirement and, unless otherwise covered by a group
      policy (as opposed to an individual policy owned and paid for by Executive
      and/or his wife and/or a company of which either of them own 100% of stock),
      major medical, group health, disability, accident and life insurance, relocation
      reimbursement, and other employee benefit programs made generally available,
      from time to time, by the Company.  The Company shall reimburse the
      Executive’s reasonable health insurance until such time Company can provide
      Executive with appropriate health care coverage based on Executive’s specific
      health care needs.

     

    (e)  Company
      shall pay or
      reimburse Executive for reasonable expenses incurred in the performance of
      his
      services under this Agreement during the Employment Period, upon presentation
      of
      expense statements, vouchers or such other supporting documentation as may
      reasonably be required.

     

    3.  Disability

     

    (a)  Upon
      the disability, as
      defined in subparagraph 3(b) hereof, of Executive during the Employment Period,
      Company may, in its sole discretion, terminate Executive's employment; provided
      that if the Company elects to so terminate Executive's employment, Executive
      shall be entitled to receive, accrued but unpaid salary, expense reimbursement
      and bonuses, the proceeds of any disability insurance policy plus an amount
      from
      the Company monthly which, when added to the amount received by the Executive
      from any disability policy in effect for the Executive at the time of his
      disability will equal the Executive's salary for a twelve-month period following
      the date of termination, as if the termination had not occurred. Such
      termination shall have no effect on the Company's obligation to pay the special
      bonus referred to hereinbefore. Provided, however, in the event Executive
      partially perform and discharge the duties previously performed by him for
      Company, nothing herein shall prevent the Executive from continuing his duties
      in a part-time capacity, at a level of Compensation to be determined at that
      time.

     

    (b)  For
      purposes of this
      Agreement the term "disability" shall mean Executive's inability to continue
      to
      materially and substantially perform and discharge the duties previously
      required of him on behalf of the Company for an aggregate period exceeding
      three
      (3) consecutive months within any twelve (12) month consecutive
      period.

     

    (c)  In
      the event of a dispute
      between the parties as to what constitutes a disability, such dispute shall
      be
      finally determined by a person mutually agreed upon by Executive and Company.
      If
      a mutually acceptable person cannot be selected, such designations shall be
      made
      by Executive and Company each choosing a person, which person shall then
      mutually select a third person (collectively called the "panel"). The panel's
      determination shall be made by majority vote and such determination shall be
      deemed binding and conclusive. The parties agree to fully cooperate with
      whatever procedures and examinations may be required in order to allow the
      panel
      to make its determination.

     

    
      
         

      

      
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    4.  Termination
      of
      Employment

     

    (a)  (i)
      In the event Fifty
      (50) Percent or more of the equity securities of the Company are acquired by
      any
      single person or identifiable group, as defined by the applicable rules and
      regulations under the Security and Exchange Act of 1934, as amended and in
      the
      further event that Executive's employment is terminated, by either the Company
      or the Executive, within twelve (12) months following such event, except if
      such
      termination is by reason of "cause" (as that term is defined at paragraph 4(c)
      hereafter, or (ii) in the event Executive terminates his employment by reason
      of
      the uncured breach of this Agreement by Company ("cause"), then, on the
      termination date, Company shall pay (or issue, as the case may be) to Executive
      a lump sum amount equal to the aggregate of (i) accrued but unpaid salary,
      if
      any; (ii) accrued but unpaid expenses, if any; (iii) accrued but unpaid bonuses,
      if any; (iv) unissued warrants, if any; and (v) the total compensation which
      would have been paid to Executive through three full years of compensation
      from
      the date of termination. If the Executive intends to terminate his employment
      with the company for "cause", the "cause" shall be specified in a written notice
      sent by Executive to the Company, and the Company shall be afforded thirty
      (30)
      days or longer, if reasonably required, to cure such breach, if such breach
      is
      capable of being cured.

     

    (b)  In
      the event Fifty (50)
      Percent or more of the equity securities of the Company are acquired by any
      single person or identifiable group, as defined by the applicable rules and
      regulations under the Security and Exchange Act of 1934, as amended, all
      unvested securities and benefits attributable to the Executive will immediately
      vest.

     

    (c)  In
      the event of
      misconduct in office by Executive in the performance of his duties hereunder
      (which shall hereinafter be referred to as "Termination for Cause"), Company
      may
      terminate this Agreement by giving two (2) weeks prior written notice to
      Executive identifying the cause of termination and specifying the effective
      date
      of such termination. If Executive is subjected to Termination for Cause, then
      such "cause" shall be specified in such notice and Executive shall be afforded
      thirty (30) days or longer, if reasonably required, to cure such breach, if
      such
      breach is capable of being cured.  If Executive is unable to cure or
      if terminated pursuant to the provisions of paragraph “4.(c)”, Company shall pay
      to Executive the aggregate of (i) accrued but unpaid expenses, if any; and
      (ii)
      the net salary compensation which would have been paid to Executive through
      the
      date of termination. Furthermore, in that event any warrants to be issued
      pursuant to this Agreement, and any options granted pursuant to plans then
      applicable to Executive which have not then vested shall be forfeited as of
      the
      termination date.

     

    (d)  The
      failure of
      Executive’s representations herein to be materially accurate shall give the
      Company the right to terminate Executive’s engagement.

     

    (e)  In
      the event Executive
      resigns or is terminated as an employee of Company, Executive hereby agrees
      that
      his position(s) as officer and director of the Company shall automatically
      end
      as of the date of his resignation or termination of employment.

    


    5.  EXECUTIVE
      REPRESENTATIONS

     

    Executive
      represents and warrants to the Company that:

     

    (a)  He
      has full right, power
      and authority to enter into this Agreement and perform the services and
      directions given to him by the Company’s Chief Executive Officer, consistent
      with Executive’s position of Chief Financial Officer, free of any further
      obligation to any prior employer.

     

    (b)  The
      Executive is not
      subject to the restrictions of any restrictive covenants entered into between
      or
      among the Executive and other prior employer(s).

    


    6.  CONFIDENTIALITY

     

    (a)  Executive
      agrees to
      execute Company's standard form of Confidentiality Agreement as prepared by
      Counsel to Company.

     

    (b)  Executive's
      covenants
      contained herein shall survive the termination or expiration of this
      Agreement.

     

    
      
         

      

      
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    7.  TERMINATION
      OF
      AGREEMENT

     

    This
      Agreement shall, in addition to other provisions affecting termination,
      terminate on the occurrence of any of the following events:

     

    (a)  Cessation
      of the
      Company's business;

     

    (b)  Dissolution
      of the
      Company; or

     

    (c)  The
      voluntary agreement
      of the partieshereto.

     

    8.  NOTICES

     

    All
      notices, requests, demands, deliveries and other communications hereunder shall
      be in writing and shall be deemed to have been duly given if mailed, postage
      prepaid, registered or certified mail, return receipt requested to the parties
      at the addresses (or at such other address for a party as shall be specified
      by
      like notice) specified on the first page of this Agreement.

     

    9.  WAIVER

     

    The
      failure of either party at any time or times to require performances of any
      provision hereof shall in no manner effect the right at a later time to enforce
      the same. To be effective, any waiver must be contained in a written instrument
      signed by the party waiving compliance by the other party of the term or
      covenant as specified. The waiver by either party of the breach of any term
      or
      covenant contained herein, whether by conduct or otherwise, in any one or more
      instances, shall not be deemed to be, or construed as, a further or continuing
      waiver of any such breach, or a waiver of the breach of any other term or
      covenant contained in this Agreement.

     

    10.  GOVERNING
      LAW

     

    This
      Agreement shall be governed by the laws of the Sate of Florida, which shall
      have
      exclusive jurisdiction over any claims or disputes arising from the subject
      matter contained herein without regard to any conflict of laws
      provision.

     

    11.  COMPLETE
      AGREEMENT

     

    This
      Agreement constitutes the complete and exclusive agreement between the parties
      hereto which supersedes all proposals, oral and written, and all other
      communications between the parties relating to the subject matter contained
      herein.

     

    12.  SEVERABILITY

     

    If
      any of
      the provisions of this Agreement are held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    
      
         

      

      
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    13.  EXECUTORS,
      ADMINISTRATORS, SUCCESSORS AND ASSIGNS

     

    This
      Agreement may not be assigned, transferred or otherwise inure to the benefit
      of
      any third person, firm or corporation by operation of law or otherwise, without
      the written consent by the other party hereto, except as herein specifically
      provided to the contrary.

     

    14.  MODIFICATION

     

    This
      Agreement may only be amended, varied or modified by a written document executed
      by the parties hereto.

     

    15.  FURTHER
      INSTRUMENTS

     

    The
      parties hereto agree to execute and deliver, or cause to be executed and
      delivered, such further instruments or documents and take such other action
      as
      may be required to effectively carry out the transactions contemplated
      herein.

     

    16.  INDEMNIFICATION

     

    Except
      for a claim, demand, suit, action or judgment asserted by Protective against
      Executive and/or the Company, in addition to any liability insurance to be
      provided the Executive, the Company will indemnify Executive from any and all
      claims, demands, suits, actions or judgments which hereafter may by asserted,
      instituted or recorded by any person, firm or corporation for the duration
      of
      this Agreement and for a six (6) year period following the termination of said
      Agreement as defined in paragraph 4. The foregoing indemnity shall be
      enforceable only with respect to claims made against Executive with respect
      to
      all expenses, losses, charges and attorney's fees sustained or incurred by
      the
      Executive in defending any suit, action or other proceeding brought against
      the
      Executive, directly or indirectly, arising out of Executive's employment by
      Company.

     

    17.  BOARD
      APPROVAL

     

    This
      Agreement is subject to and conditioned upon the approval of the Company’s Board
      of Directors.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement this 13th
      day
      of September, 2007.

    


     

    
      	THE
              AMACORE GROUP, INC.	 
	 	 
	 	 
	
              By: 
                /s/ Clark A. Marcus

              Clark
                A. Marcus

              Chief
                Executive Officer

            	
              By: 
                /s/ Giuseppe Crisafi

              Giuseppe
                Crisafi

            
	 	 


    

     

     

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