Unassociated Document


    
      
        

      

    

    Exhibit
      10.10


    Employment
      Agreement

    


    This
      EMPLOYMENT AGREEMENT (“Agreement”)
      is
      made
      and entered into as of September 19, 2006 (“Effective
      Date”) by
      and
      between YP Corp., A Nevada corporation (the “Company”)
      and
      Gary
      L. Perschbacher (the “Executive”).

    


    Background

    


    The
      Company has engaged the Executive, on an interim basis since November 28, 2005,
      first
      as
      Special Assistant to the Chairman of the Board and then as Chief Financial
      Officer, pursuant
      to that certain Employment Agreement by and between the Company and Executive,
      dated
      March 31, 2006 (“Original
      Agreement”).

    


    The
      Company and the Executive now desire to enter into a new Employment Agreement
      to
      extend
      the term of Executive’s employment with the Company and further clarify the
      rights and
      obligations of the parties.

    


    In
      consideration of the mutual promises, covenants and agreement herein contained,
      intending
      to be legally bound, the parties agree as follows:

    


    1.    Employment. The
      Company hereby agrees to employ Executive, and Executive hereby
      agrees to serve, subject to the provisions of the Agreement, as an employee
      of
      the Company
      in the position of Chief Financial Officer. Executive will perform all services
      and acts reasonably necessary to fulfill the duties and responsibilities of
      his
      position and will render such services
      on the terms set forth herein and will report to the Company’s Chief Executive
      Officer.

    


    2.    Term. The
      term
      of this Agreement is for the three-year period (the “Term”)
commencing
      on the Effective Date hereof and terminating on the third anniversary thereof,
      or upon
      the
      date of termination pursuant to Section
      8
      of this
      Agreement.

    


    3.    Compensation. Executive’s
      salary during the first year of this Agreement will be
      at the
      annual rate of $200,000 (the “Annual
      Salary”),
      payable in accordance with the Company’s
      regular payroll
      practices. For the Company’s fiscal year ending September 30, 2008 and
      fiscal year ending September 30, 2009, Executive’s Annual Salary shall be
      increased by 10% of
      the
      preceding year’s Annual Salary. During the Term of the Executive’s employment,
      he will remain
      a
      partner in Tatum, LLC (“Tatum”). As a partner of Tatum,
      Executive will share with Tatum
      a
      portion of his salary (16.67%) as specified in that certain Full-Time Engagement
      Resources
      Agreement between the Company and Tatum (the “Resources
      Agreement”).

    


    4.    Tatum
      Resources. The
      Company acknowledges and agrees that the Employee is and will remain a partner
      of, and has and will retain an interest in, Tatum, which will benefit
the
      Company in that the Employee will have access to certain Tatum resources
      pursuant to a certain Full-Time Engagement Resources Agreement between the
      Company and Tatum (the “Resources
      Agreement”).

    


    5.    Business
      Expenses. During
      the Term, the Company will reimburse Executive for
      all
      reasonable business expenses incurred by him in connection with his employment
      and the performance
      of his duties, upon submission by the Executive of receipts and other
      documentation in
      conformance with the Company’s normal procedures for executives of Executive’s
      position and
      status.


    
      
        
        

      

      
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    6.    Vacations,
      Holidays and Sick Leave.
      During
      the Term, Executive will be entitled
      to paid vacation, paid holidays, and paid sick leave in accordance with the
      Company’s standard
      policies for its officers, as may be amended from time to time.

    


    7.    Benefits.
      During
      the Term, Executive will be eligible to participate fully in all health,
      disability, vision and dental benefits, insurance programs, pensions and
      retirement plans, 401K
      plan, and other employee benefit and compensation arrangements (collectively,
      the “Employee
      Benefits”) available to senior officers of the Company generally, as
      the same may be amended
      from time to time by the Board. The Executive will be exempt from any delay
      periods required
      for eligibility. In lieu of the Executive participating in the Company-sponsored
      employee
      medical insurance benefit, the Executive will remain on his current Tatum
      medical plan.
      The
      Company will reimburse the Executive for amounts paid by the Executive for
      such
medical
      insurance for himself of up to $500 per month upon presentation of reasonable
      documentation
      of premiums paid by the Executive to Tatum. In accordance with the U.S. federal
      tax
      law,
      such amount will not be considered reportable W-2 income, but instead
      non-taxable benefits
      expense.

    


    The
      Executive must receive written evidence that the Company maintains adequate
      directors’
      and officers’ insurance to cover the Executive in an amount of at least
      $7,500,000 at no additional
      cost to the Executive, and the Company will maintain such insurance during
      the
      Term of
      this
      Agreement.

    


    Furthermore,
      the Company will maintain such insurance coverage with respect to occurrences
      arising during the Term of the Agreement for at least three years following
      the
      termination or expiration of the Agreement or will purchase directors’ and
      officers’ extended reporting
      period or “tail”
      policy to cover
      Executive.

    


    The
      Company agrees to indemnify the Executive to the full extent permitted by law
      for any
      losses, costs, damages, and expenses, including reasonable attorneys’ fees, as
      they are incurred,
      in connection with any cause of action, suit, or other proceedings arising
      in
      connection with
      Executive’s employment with the Company.

    


    8.    Termination
      of Employment.

    


    (a)   Notwithstanding
      any provision of this Agreement to the contrary, the employment
      of Executive hereunder will terminate on the first to occur of the following
      dates:

    


    (i)    
the
      date
      of Executive’s death;

    


    (ii)    the
      date
      on which Executive has experienced a Disability (as defined
      below), and the Company gives Executive notice of termination on account of
      Disability;

    


    (iii)          
      the
      date
      on which Executive has engaged in conduct that constitutes
      Cause (as defined below), and the Company gives notice of termination for
      Cause;

    


    (iv)   expiration
      of the Term; or

    


    (v)    the
      date
      on which the Company gives Executive notice of termination
      for any reason other than the reasons set forth in (i) through (iv)
      above.


    
      
        
        

      

      
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    (b)   For
      purposes of this Agreement, “Disability” will mean an illness, injury
or
      other
      incapacitating condition as a result of which Executive is unable to perform,
      with reasonable
      accommodation, the services required to be performed under this Agreement for
      180 consecutive days during the Term. Executive agrees to submit to such medical
      examinations as may be necessary to determine whether a Disability exists,
      pursuant to such reasonable requests made by the Company from time to time.
      Any
      determination as to the existence of a Disability will
      be
      made by a physician mutually selected by the Company and Executive.

    


    (c)   For
      purposes of this Agreement, “Cause” will mean the occurrence of any
      of
      the following events, as reasonably determined by the Board:

    


    (i)    
Executive’s
      willful and continued refusal to substantially perform his duties
      hereunder;

    


    (ii)    Executive’s
      conviction of a felony, or his guilty plea to or entry of a nolo contendere
      plea
      to a felony charge; or

    


    (iii)   Executive’s
      breach of any material term of this Agreement or the Company’s
      written policies and procedures, as in effect from time to time; provided,
      however, that
      with
      respect to (i) or (iii)
      above,
      such termination for Cause will only be effective if the conduct
      constituting Cause is not cured by Executive within 30 days of receipt by
      Executive of written
      notice specifying in reasonable detail the nature of the alleged breach. For
      purposes of this
      subparagraph (c), no act or omission by Executive shall be considered “willful”
unless done, or
      not
      done, by Executive in bad faith or without reasonable belief that such act
      or
      omission was in
      the
      best interests of Company, and any act or omission by Executive based upon
      or
      consistent with
      authority given to Executive under this Agreement or by the Board or upon advice
      of the Company’s
      counsel, shall be conclusively presumed to be done in good faith and in the
      best
interests
      of Company. There shall be a presumption that Executive has not violated
Sections
      8(c)(i)
      or (iii)
      above
      until there is a finding by the fact finder (i.e., judge, jury, or arbitrator)
      of wrongdoing
      sufficient to justify termination for Cause under these sections. Until such
      a
      finding is made, Executive shall receive all the payments and benefits that
      he
      would otherwise receive if his
      employment was terminated pursuant to Sections
      8(a)(v)
      above.

    


    9.    Compensation
      in Event of Termination.
      Upon
      termination of this Agreement and
      Executive’s employment, the Company will have no further obligation to Executive
      except to pay
      the
      amounts set forth in this Section
      9.

    


    (a)   In
      the
      event Executive’s employment is terminated pursuant to Sections
      8(a)(i)(ii),
(iii)
      or
(iv)
      on or
      before the expiration of the Term, Executive or Executive’s estate, conservator
      or designated beneficiary, as the case may be, will be entitled to payment
      of
      any earned
      but unpaid Annual Salary for the year in which the Executive’s employment is
      terminated through
      the date of termination, as well as any accrued but unused vacation,
      reimbursement of expenses
      and vested benefits to which Executive is entitled in accordance with the terms
      of each applicable
      Employee Benefits plan.

    


    (b)   In
      the
      event Executive’s employment is terminated pursuant to Section
      8(a)(v)
      on or
      before the expiration of the Term, and provided that Executive executes a valid
      release of any and all claims that Executive may have relating to his employment
      against the Company
      and its agents, including but not limited to its officers, directors and
      employees, in a form provided by the Company, Executive will be entitled to
      receive, as his sole and exclusive remedy,
      on the date of termination, in addition to his accrued salary and benefits
      through the date of
      termination, a lump sum amount equal to three months of payments that Executive
      would receive
      under the Agreement if his employment with the Company had not been
      terminated.


    
      
        
        

      

      
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    10.         
      Confidentiality. Executive
      covenants and agrees that he will not at any time during
      or
      after end of Term, without written consent of Company or as may be required
      by
      law or valid
      legal process, directly or indirectly, use for his own account, or disclose
      to
      any person, firm or corporation, other than authorized officers, directors,
      attorneys, accountants, and employees of the
      Company or its subsidiaries, Confidential Information (as hereinafter defined)
      of the Company.
      As used herein, “Confidential
      Information” of
      the
      Company means information about
      the
      Company of any kind, nature or description, including but not limited to, any
      proprietary
      information, trade secrets, data, formulae, supplier, client and customer lists,
      or requirements,
      price lists or pricing structures, marketing and sales information, business
      plans or dealings
      and financial information and plans as well as papers, resumes, and records
      (including computer
      records) that are disclosed to or otherwise known to Executive as a direct
      or
      indirect consequence
      of Executive’s employment with the Company, which information is not generally
known
      to
      the public or in the business in which the Company is engaged. Confidential
      Information
      also includes any information furnished to the Company by a third party with
      restrictions
      on its use or further disclosure.

    


    11.          
      Binding
      Agreement.


    


    (a)   This
      Agreement is a personal contract and the rights and interests of Executive
      hereunder may not be sold, transferred, assigned, pledged, encumbered or
      hypothecated by him, provided that all rights of the Executive hereunder shall
      inure to the benefit of,
      and
      be enforceable by Executive’s personal or legal representatives, executors,
      heirs, administrators,
      successors, distributors, devisees and legatees.

    


    (b)   In
      addition to any obligations imposed by law, any successor to Company
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the assets of the Company, is bound by this
      Agreement in the same manner and
      to
      the same extent that the Company would be required to perform if no such
      succession had taken
      place.


    


    12.   Disclosure
      Obligations. During
      the Term, Executive agrees to make prompt and full
      disclosure to the Company of any change of facts or circumstances that may
      affect Executive’s
      or Company’s obligations undertaken and acknowledged herein, and Executive
agrees
      that the Company has the right to notify any third party of the existence and
      content of Executive’s
      obligations hereunder.

    


    13.         
      Return
      of Company Property. Executive
      agrees that following the termination of
      his
      employment for any reason, he will promptly return all property of the Company,
      its subsidiaries,
      affiliates and any divisions thereof he may have managed that is then in or
      thereafter comes into his possession, including, but not limited to, documents,
      contracts, agreements, plans, photographs,
      books, notes, electronically stored data and all copies of the foregoing, as
      well as any
      materials or equipment supplied by the Company to Executive.

    


    14.         
      Entire
      Agreement. This
      Agreement contains all the understandings between the parties
      hereto pertaining to the matters referred to herein, and supersedes all
      undertakings and agreements,
      whether oral or written, previously entered into by them with respect thereto,
      including,
      without limitation, the Original Agreement, which is hereby terminated.
      Executive represents
      that, in executing this Agreement, he does not rely, and has not relied, on
      any
representation
      or statement not set forth herein made by the Company with regard to the subject
      matter,
      bases or effect of this Agreement otherwise.


    
      
        
        

      

      
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    15.         
      Amendment
      or Modification, Waiver.
      No
      provision of this Agreement may be amended
      or waived unless such amendment or waiver is agreed to in writing, signed by
      Executive and
      by a
      duly authorized officer of the Company. The failure of either party to this
      Agreement to enforce any of its terms, provisions or covenants will not be
      construed as a waiver of the same or of
      the
      right of such party to enforce the same. Waiver by either party hereto of any
      breach or default
      by the other party of any term or provision of this Agreement will not operate
      as a waiver of any other breach or default.

    


    16.         
      Notices. Any
      notice to be given hereunder will be in writing and will be deemed given
      when delivered personally, sent by courier or fax or registered or certified
      mail, postage prepaid,
      return receipt requested, addressed to the party concerned at the address
      indicated below or to such other address as such party may subsequently give
      notice of hereunder in writing:

    


    
      	 	
              To
                Executive at:

            


    

    


    
      	 	
              Gary
                Perschbacher

            


    

    


    
      	 	
              To
                the Company at:

            


    

    


    
      	 	
              YP
                Corp

            


    

    
      	 	
              Suite
                105

            


    

    
      	 	
              4840
                E Jasmine Street

            


    

    
      	 	
              Mesa,
                AZ 85205-3321

            


    

    
      	 	
              Phone:(480)
                860-0011

            


    

    
      	 	
              Fax:
                (480) 325-1257

            


    

    
      	 	
              Attention:
                Chief Executive Officer

            


    

    


    Any
      notice delivered personally or by courier under this Section will be deemed
      given on the
      date
      delivered. Any notice sent by fax or registered or certified mail, postage
      prepaid, return receipt requested, will be deemed given on the date faxed or
      mailed. Each party may change the address
      to which notices are to be sent by giving notice of such change in conformity
      with the provisions
      of this Section.

    


    17.         
      Severability.
      In the
      event that any one or more of the provisions of this Agreement
      will be held to be invalid, illegal or unenforceable, the validity, legality
      and
enforceability
      of the remainder of the Agreement will not in any way be affected or impaired
      thereby.
      Moreover, if any one or more of the provisions contained in this Agreement
      will
      be held to
      be
      excessively broad as to duration, activity or subject, such provisions will
      be
      constructed by limiting
      and reducing them so as to be enforceable to the maximum extent allowed by
      applicable law.

    


    18.        
       Survivorship.
      The
      respective rights and obligations of the parties hereunder will survive
      any termination of this Agreement to the extent necessary for the intended
      preservation of such rights and obligations.


    
      
        
        

      

      
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    19.         
      Each
      Party the Drafter. This
      Agreement and the provisions contained in it will not
      be
      construed or interpreted for or against any party to this Agreement because
      that
      party drafted
      or caused that party’s legal representative to draft any of its
      provisions.

    


    20.          Governing
      Law. This
      Agreement will be governed by and construed in accordance
      with the laws of the State of Arizona, without regard to its conflicts of laws
      principles.

    


    21.         
      Headings. All
      descriptive headings of sections and paragraphs in this Agreement
      are intended solely for convenience, and no provision of this Agreement is
      to be
construed
      by reference to the heading of any section or paragraph.

    


    22.         
      Counterparts. This
      Agreement may be executed in counterparts, each of which will
      be
      deemed an original, but all of which together will constitute one and the same
      instrument.

    


    [Signature
      Page Follows]


    
      
        
        

      

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

     

     

    
      	
              YP
                CORP., a Nevada corporation

            	 	
              Executive

            	 
	 	 	 	 
	
              /s/
                Daniel L. Coury, Sr

            	 	
              /s/
                Gary Pershbacher

            	 
	
              Daniel
                L. Coury, Sr

            	 	
              Gary
                Pershbacher

            	 
	
              Chief
                Executive Officer

            	 	 	 


    

     

    
[GARY
      PERSCHBACHER EMPLOYMENT AGREEMENT]

     

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