EXHIBIT 10.2


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”), as amended January 9, 2007, by and
between Liquidity Services, Inc., a Delaware corporation (the “Company”), and Jaime Mateus-Tique (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.



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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
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 six months of the average annual bonus
earned by the Executive during 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.



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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 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.



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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
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.



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“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.


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  James E. Williams

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President, General Counsel & Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jaime Mateus-Tique

  



 



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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:  Jaime Mateus-Tique


Position/Title:  President & Chief Operating Officer


Employment Period:  January 1, 2007 to December 31, 2009


Reporting Officer:  Chairman & Chief Executive Officer


Base Salary:  $245,000 per annum


Bonus:  Executive shall be eligible for an incentive
bonus under a sliding scale as approved by the Board’s Compensation Committee
based on achieving selected financial targets as discussed and approved by the
Board’s Compensation Committee. In addition, the Executive shall be eligible
for discretionary bonuses for the completion of projects that increase
shareholder value, 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:


Jaime Mateus-Tique


458 West 22nd Street, Apt. 1


New York, New York 10011-2510


(212) 989-5014


 


	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  James Williams 

  Vice President,
  General Counsel &

  Secretary

  	
   

  	
  Jaime Mateus-Tique