EXHIBIT 10.41


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”),
dated as of November 15, 2011, is entered into between BKF Capital Group, Inc., a Delaware corporation, with offices located at
225 N.E. Mizner Boulevard, Boca Raton, Florida 33432 (“BKF Capital” or the “Company”) and Greg S. Heller,
an individual, who resides at __________REDACTED__________ (“Executive”). BKF Capital and Executive are each referred
to herein as a “Party” and collectively, the “Parties”).


 


WITNESSETH


 


WHEREAS, BKF Capital desires to employ Executive,
and Executive is willing to accept such employment on the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth in this Agreement, BKF Capital and Executive agree as follows:


 


1.            Employment.
BKF Capital hereby employs Executive as its Senior Vice President, reporting to Company’s Chief Executive Officer,
Steven N. Bronson (the “CEO”) and the Board of Directors (the “Board”), subject to the conditions set
forth in this Agreement.


 


2.            Duties.
The Executive shall perform all reasonable duties incident to the Position of Senior Vice President as well as any other
duties as may from time to time be assigned by the CEO and/or the Board, and agrees to abide by all policies, practices,
procedures or rules of the Company, provided same are consistent with the scope and dignity of Executive’s position.
The Executive agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities
attributable to his position, and to this end, he will devote a majority of his time and attention to the business and
affairs of the Company, its subsidiaries and its affiliates. The Executive also agrees that he shall not take personal
advantage of any business opportunities which arise during his employment and which may benefit the Company or its
affiliates. All material facts regarding such opportunities must be promptly reported to the CEO and the Board for
consideration by the Company or its affiliates. Notwithstanding the foregoing, the Executive may donate his time and efforts
to charitable causes, educational and other similar activities, so long as such endeavors do not affect his ability to
perform his duties under this Agreement. If requested by the Company, and provided Executive deems he has reasonable
availability, the Executive shall serve on the board of directors of any affiliate of the Company or any committee thereof
without additional compensation. Company shall have the right, but not the obligation, to use Executive’s name,
photograph, likeness and approved biographical data for the purpose of advertising, marketing, promoting, publicizing
and exploiting any matter related to the duties performed hereunder.


 


3.1           Term. The term of this Agreement
shall commence on November 15, 2011 (the “Effective Date”) and shall continue until terminated by either Party
(the “Term”). Executive understands and agrees that his employment with the Company is at will, which means that
either the Executive or the Company may terminate this Agreement at any time, with or without cause, and with or without
prior notice. Any modification of the “at will” nature of the employment must be in writing and executed by the
Executive and by the Company, after approval by the Board.


 


4.             Compensation
and Benefits.


 


4.1           Salary.
In exchange for the services to be rendered by Executive to BKF Capital commencing on the Effective Date, BKF Capital will
pay to Executive an annual salary of $60,000 per year or $5,000 per month (the “Salary”), payable on the
15th day of the following month.  Once a new BKF Capital subsidiary has been formed, organized and fully
registered as a business development company (the “BDC”) and the BDC has been funded with working capital of at
least $35,000,000, then Executive Salary shall automatically increase to an annual salary of $130,000 per year or $10,833 per
month, payable on the 15th day of the following month, payable on a retroactive basis from the Effective Date.


 


4.2           Bonus
Compensation. Once the BDC has been: (1) formed, organized and fully registered as a business development company and (2) funded
with working capital of at least $35,000,000, then Executive shall be eligible to earn an annual bonus (the “Bonus”)
to be established by BKF Capital.


 


4.3           Vacation
and Sick Leave. During the Term, the Executive shall be entitled to an aggregate of three (3) weeks of paid vacation, and
five (5) days of paid sick leave, prorated for any portion of a year to the date of termination. The timing and duration of
any vacation shall be subject to the prior written approval of the Company, in its discretion.


 


4.4           Executive
Benefit Plans. At all times during the term of this Agreement the Executive shall be provided the opportunity to participate in
all health, pension and welfare plans, life insurance, programs and benefits (the “Plans”) as approved by the Company’s
Compensation Committee/Board of Directors.


 



    	 



    	 



    

 


5.             Reimbursement
of Business Expenses. During the term of this Agreement, upon submission of proper invoices, receipts or other supporting documentation
satisfactory to BKF Capital and in specific accordance with such guidelines as may be established from time to time, Executive
shall be reimbursed by BKF Capital for all reasonable business expenses actually and necessarily incurred by Executive on behalf
of BKF Capital in connection with Executive’s performance of services under this Agreement.


 


6.             Representations
as to Employability.


 


6.1           Absence
of prior restrictions. Executive represents and warrants that Executive is not party to, or bound by, any agreement or commitment,
or subject to any restriction, including, but not limited to agreements related to previous employment containing confidentiality,
non-solicitation, non-poaching or non-compete covenants, which would adversely affect the business of BKF Capital or Executive’s
performance of duties under this Agreement.


 


6.2           Absence
of third party proprietary information. Executive represents and warrants that Executive is not in possession of and will not bring
onto the Company’s premises or access or utilize any proprietary information of any prior employer or other third-party that
Executive is not permitted to have. Executive represents, further, that Executive will be able to fulfill Executive’s duties
hereunder without such proprietary information by utilizing only information that is generally available in the public domain or
the rightful property of Executive or the Company.


 


7.             Confidentiality
and Proprietary Information.


 


7.1           Non-Disclosure.
During the course of Executive’s employment with BKF Capital, Executive will learn of Confidential Information (as defined
below) and Executive may develop Confidential Information on behalf of BKF Capital. Executive agrees that Executive will not use
or disclose to any Person (except as required by applicable law or for the proper performance of Executive’s duties and responsibilities
for BKF Capital) any Confidential Information obtained or created by Executive incident to Executive’s employment or any
other association with BKF Capital. Executive understand that this restriction shall continue to apply after Executive’s
employment terminates, regardless of the reason for such termination.         


 


7.2           Protection
of Information. All information, data, documents, records and files, in any kind of media, relating to the business (whether past,
present or future) of BKF Capital (“Confidential Information”), whether or not prepared by Executive, shall be the
sole and exclusive property of BKF Capital. Executive agree to safeguard all Confidential Information and to surrender to BKF Capital,
at the time Executive’s employment terminates or at such earlier time as requested, all tangible forms of Confidential Information
of BKF Capital then in Executive’s possession or control, and to destroy or retrieve any copies, such that no Confidential
Information which was at any time in Executive’s possession or control will exist in tangible form other than what Executive
have turned over to BKF Capital or destroyed.


 


7.3           Proprietary
Information and Inventions Agreement. The Executive represents and acknowledges that he has executed the Company’s Proprietary
Information and Inventions Agreement which provides for, among other things, non-disclosure of confidential and proprietary information.
A copy of the Company’s form Proprietary Information and Inventions Agreement is attached hereto as Appendix A, and is expressly
made a part of this Agreement. The Executive, further, represents and acknowledges that he is bound by the terms of the Executive
Proprietary Information and Inventions Agreement and that any breach of the Executive Proprietary Information and Inventions Agreement
shall constitute a material breach of this Agreement.


 


8.            Non-solicitation.
The Executive represents and acknowledges that he has executed the Company’s Non-Solicitation Agreement which provides for,
among other things, non-solicitation of customers and employees of the Company. A copy of the Company’s Non-Solicitation
Agreement is attached hereto as Appendix B, and is expressly made a part of this Agreement. The Executive, further, represents
and acknowledges that he is bound by the terms of the Company’s Non-Solicitation Agreement and that any breach of the Company’s
Non-Solicitation Agreement shall constitute a material breach of this Agreement.


 


9.            Termination.
This Agreement may be terminated prior to the expiration of the Term set forth in Section 3 upon the occurrence of any of the events
set forth in, and subject to the terms of, this Section 9.


 


9.1           Voluntarily.
The Company and/or the Executive may terminate this Agreement at any time by written notice to the other Party. Either Party may
waive such notice from the other Party.


 


9.2           Death.
This Agreement will terminate immediately and automatically upon Executive’s death.


 


9.3           Disability.
This Agreement may be terminated at BKF Capital’s option, immediately upon notice to the Executive, if Executive shall suffer
a permanent disability. For the purposes of this Agreement, the term "permanent disability" shall mean Executive’s
inability to perform Executive’s duties under this Agreement for a period of ninety (90) consecutive days due to illness,
accident or any other physical or mental incapacity, as determined by the Board. In the event that a dispute arises with respect
to Executive’s disability, the parties shall each select a duly licensed medical doctor to make such a determination. If
the two doctors so selected cannot agree on a determination, they will mutually select a third duly licensed medical doctor and
the decision of the majority of the three doctors will be binding.


 



    	 



    	 



    

 


9.4           Termination
by BKF Capital for Cause. Notwithstanding anything contained herein to the contrary, Company may terminate the employment of the
Executive and all of the Company’s obligations under this Agreement at any time for Cause (as hereinafter defined) by giving
the Executive written notice of such termination, with reasonable specificity of the details thereof. “Cause” shall
include, without limitation, the following: (i) conviction (including conviction on a NOLO CONTENDERE plea) of a felony, or a misdemeanor
where imprisonment is imposed and served,; (ii) commission of any act of theft, fraud, dishonesty, unethical business conduct,
or intentional falsification of any employment or Company’s records; (iii) improper disclosure of the Company’s confidential
or proprietary information; (iv) any action by the Executive which has a detrimental effect on the Company’s reputation or
business; (v) failure or neglect or inability by the Executive to devote his full time and best efforts to the Company’s
business and affairs; (vi) failure or neglect by the Executive to perform the duties of the Executive’s position which failure
or neglect has an adverse effect of the Company or its prospects, other than for reasons of Disability; (vii) failure of the Executive
to obey reasonable orders given by the Board of Directors or the Chief Executive Officer, provided such orders are consistent with
the scope of Executive’s position; (viii) any material breach of this Agreement or Company rules, of which Executive has
or should have prior notice; (ix) chronic and unexcused absenteeism; (x) misconduct by the Executive in connection with the performance
of any of his material duties, including, without limitation, misappropriation of funds or property of the Company, securing or
attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation
to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; (xi) disloyalty
by the Executive; (xii) failure to fully cooperate in any investigation by the Company; (xiii) a course of conduct amounting to
gross incompetence; (xiv) any other act of misconduct by the Executive; (xv) the Executive’s abuse of alcohol or other drugs
or controlled substances which abuse interferes with the Executive’s performance of his duties or obligations to the Company;
or (xvi) the Executive’s resignation hereunder.


 


A termination pursuant to this
Section 9.4 shall take effect ten (10)days after the giving of written notice to the Executive, specifying the nature of such
breach, unless the Executive shall, during such ten (10) day period, remedy to the reasonable satisfaction of the Board the misconduct,
disregard, failure, abuse or breach specified in such notice; provided, however, that such termination shall take
effect immediately upon the giving of such notice if the Board shall, in its reasonable discretion, have determined that such
misconduct, disregard, failure, abuse or breach is not remediable (which determination shall be stated in such notice).


 


9.5           Compensation
in Event of Termination.


 


a.           Voluntary
Termination. Upon Executive’s voluntary termination of this Agreement pursuant to Section 9.1, Executive shall be entitled
to receive the compensation, as set forth in paragraph 4 above, up to the date of termination, and after such date shall not be
entitled to any Compensation under this Agreement, and Executive will no longer continue any vesting but will retain any equity
that has vested as of the date of termination.


 


b.           Termination
for Death or Disability. If Executive’s employment is terminated due to the Executive’s Death or Disability pursuant
to Sections 9.2 or 9.3, then Executive or his beneficiaries will be entitled to receive: (i) Executive’s Compensation, as
set forth in Section 4, above, to the end of the monthly pay period immediately following Executive’s date of termination,
(ii) accrued Bonus Payments payable to the Executive under the Management Bonus Plan and (iii) all equity and/or options issued
to Executive by BKF Capital but not yet vested shall immediately fully vest.


 


c.           Termination
for Cause. Upon the termination of this Agreement pursuant to Section 9.4, the Executive shall receive no severance package
and shall not be entitled to any Compensation, benefits or other rights granted herein to the Executive.


 


d.           Termination
by BKF Capital Without Cause. If Executive’semployment is terminated by BKF Capital without cause, then Executive shall
be entitled to receive the compensation, as set forth in paragraph 4 above, up to the date of termination, and after such date
shall not be entitled to any Compensation under this Agreement, and Executive will no longer continue any vesting but will retain
any equity that has vested as of the date of termination.


 


9.6           Release.
In no event shall the Executive be entitled to receive any payments, amounts, rights, or benefits under this Section 9 unless
Executive executes a release concerning any claims Executive may have against BKF Capital in a form reasonably acceptable to
BKF Capital.


 


10.           Miscellaneous.


 


10.1         Survival.
The provisions of Sections 7 and 8 shall survive the termination of this Agreement.


 



    	 



    	 



    

 


10.2         Entire
Agreement. This Agreement sets forth the entire understanding of the Parties relating to the Executive’s employment
with BKF Capital and merges and supersedes any prior or contemporaneous agreements between the Parties pertaining to the
subject matter hereof.


 


10.3         Modification.
This Agreement may not be modified unless in writing and signed by the Party against whom the same is sought to be
enforced.


 


10.4         Waiver.
Failure of a Party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of
the obligations hereof shall not be construed to be a waiver of such provisions by such Party nor to in any way affect the
validity of this Agreement or such Party's right thereafter to enforce any provision of this Agreement, nor to preclude such
Party from taking any other action at any time which it would legally be entitled to take.


 


10.5         Assignment.
This Agreement and all any rights or obligations hereunder are not assignable by Executive, but may be assigned by BKF
Capital upon the sale of substantially all of its assets.


 


10.6         Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and transmitted via email, and
shall be deemed to have been given at the time of transmittal, as follows:


 


		To BKF Capital:	BKF Capital, Inc.



225
N.E. Mizner Boulevard, Suite 400

Boca Raton, Florida  33432


Attn.:   Steven N.
Bronson, Chairman and CEO


Email: sbronson@catalystfinancial.com


 


		To Executive:	Greg S. Heller



 


REDACTED


 


10.7         Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement,
and the provision held to be invalid or unenforceable shall be modified so as to be enforced as nearly as possible according
to its original terms and intent but only to the extent necessary to eliminate such invalidity or unenforceability.


 


10.8         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.


 


10.9         Counterparts.
This Agreement may be executed in any number of counterparts, including facsimile and email pdf signatures which shall be
deemed as original signatures. All executed counterparts shall constitute one agreement, notwithstanding that all signatories
are not signatories to the original or the same counterpart.


 


IN WITNESS WHEREOF, each Party hereto has
duly executed this Agreement as of the date set forth above.


 


	BKF Capital Group, Inc.	 	Greg S. Heller	 
	 	 	 	 
	 	 	 	 
	Signature	 	Signature	 
	 	 	 	 
	 	 	 	 
	Name	 	 	 
	 	 	 	 
	 	 	 	 
	Title