f8k022811ex10v4_ims.htm


Exhibit 10.5.4


 


Employment Agreement


 


This Agreement is made and entered into as of this 1st day of March 2011 by and between David A. Powell (hereinafter referred to as Employee) and International Monetary Systems, Ltd., a Wisconsin corporation (hereinafter referred to as IMS or Company). It is understood that International Monetary Systems, Ltd. has an operating subsidiary named Continental Trade Exchange, Ltd. (CTE) that is the actual employer of record with all governmental agencies. Therefore, both IMS and CTE are responsible for fulfilling all of Company's responsibilities under this Agreement.


 


WHEREAS, the Board of Directors of Company believes it to be in the best interests of IMS and its shareholders that the services of Employee be retained under the terms provided in this Agreement; and


 


WHEREAS, Employee is willing to be employed by IMS under the terms provided in this Agreement; and


 


NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, it is agreed as follows:


 


Agreement


 


I.   Purpose of Agreement. Commencing with the date of this Agreement, IMS agrees to employ Employee, and Employee agrees to work for IMS under the terms and conditions contained herein. The Employee agrees to devote his full time and best efforts to the business of IMS and the performance of his duties hereunder and to perform such duties as are assigned to him in a competent and workmanlike manner and will do nothing by either word or deed to harm the reputation of IMS in the marketplace. The Employee shall be subject to the supervision and direction of the executive officers and directors of IMS as to assignment and performance of his duties and agrees to perform such duties as may be assigned to him from time to time by the executive officers and directors of IMS. Employee's primary work shall be in the area of Treasurer and Chief Financial Officer of International Monetary Systems, Ltd. (IMS) and Continental Trade Exchange, Ltd. In this capacity, he will perform all duties required in the areas of accounting for IMS and CTE, including, but not limited to performing all duties required in barter system and corporate accounting, preparing budgets and forecasts, supervising the preparation of monthly, quarterly and annual financial reports, along with the company's payroll and payroll records, having all required tax and S.E.C. reports filed in a timely fashion, and overseeing implementation of the Company's risk management and internal control policies. In addition, when invited, Employee will attend all board of directors meetings of both IMS and CTE, and will offer advice on all other financial matters that may come before the boards of directors.


 


II.   Exclusivity. Employee will not, without the express written consent of the Board of Directors of IMS, invest in, nor acquire any interest in, nor provide services for, any corporation or other business organization, a substantial portion of the business of which is the same as, or related to, or complementary to the business of IMS; provided that Employee may invest in securities of any company which is listed on a national securities exchange.


 


III.   Term of Agreement & Renewals. The term of employment with IMS is perpetual with no set period of time, unless terminated in accordance with Section IV. In the event of termination by the Company, Employee must be given a written notice of at least thirty (30) days.


 




  






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IV.   Termination. David A. Powell's employment with 1MS shall terminate in accordance with the following provisions:


 


A.   The employment may be terminated at any time by mutual written agreement between Employee and IMS.


 


B.   In the event Employee is discharged for cause, Company shall have the right to terminate this Agreement upon 30 days written notice. "Termination for cause" would occur if Employee willfully breaches or habitually neglects the duties which he is required to perform under the terms of this agreement; refuses to accept direction of other officers, refuses to cooperate with co-workers, or commits such acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude as would prevent the effective performance of his duties.


 


C.   This agreement shall be terminated upon the death of Employee. In the event of death, Employee's wife will continue to receive his salary for a term of six months. In addition, Company reserves the right to terminate this agreement not less than six months after Employee suffers any physical or mental disability that would prevent the performance of his duties under this agreement. Such a termination shall be effected by giving ten (10) days written notice of termination to Employee. In the event of total disability, Employee will receive his then-current salary for a period of six months after the stoppage of work.


 



	
V.

	
Compensation. As compensation for services performed, Employee shall be paid according to the schedule attached.







 



	
VI.

	
Stock Options. From time to time, Employee will be granted stock options in International Monetary Systems, Ltd. as shall be determined by the board of directors.







 



	
VII.

	
Other Benefits. In addition to the compensation provided for in Sections V and VI, Employee shall be entitled to the additional benefits identified in the attached schedule labeled "Other Benefits."







 



	
VIII.

	
Effect of Merger,Transfer of Assets, or Dissolution.







 


A.   This Agreement shall not be terminated by any voluntary or involuntary dissolution of International Monetary Systems, Ltd. (IMS), resulting from either a merger or consolidation in which IMS is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of IMS.


 


B.   In the event of any such merger or consolidation or transfer of assets, IMS' rights, benefits and obligations hereunder shall be assigned to, and will be assumed by, the surviving or resulting corporation, or the transferee of IMS' assets.


 



	
IX.

	
Payment on Merger, Transfer of Assets or Dissolution. In the event employment is terminated as a result of a merger or consolidation as described above, or as a result of a lender, major investor or acquirer establishing a new board of directors which institutes such termination, Employee shall receive as compensation a lump-sum payment equal to one year's salary at Employee's then-current rate plus a severance payment of $150,000.00.







 



	
X.

	
Non-Compete Agreement. Employee agrees that for a period of twelve (12) months from termination of employment with IMS, Employee will not engage in or otherwise affiliate with any barter or trade exchange located within a fifty (50) mile radius of any IMS office, nor with any other business operation directly or indirectly related to, or in competition with, the business operation of IMS, nor shall he use any knowledge, trade secrets, client lists or other information developed during the term of this Agreement.







 




  






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XI.

	
Liability and Indemnification 

 


IMS' bylaws provide for the elimination, to the fullest extent permissible under Wisconsin law, of the liability of its officers and directors to the Company for monetary damages. This limitation of liability does not affect the availability of equitable remedies such as injunctive relief. The Company's bylaws also provide that IMS shall indemnify its directors and officers against certain liabilities that may arise by reason of their status for service as directors or officers, other than liabilities arising from certain specified misconduct. IMS is required to advance their expenses incurred as a result of any proceeding against them for which they could be indemnified, including in circumstances in which indemnification is otherwise discretionary under Wisconsin law. At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of the Company in which indemnification would be required or permitted. IMS is not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.









 



	
XII.

	
Contract Interpretation and Enforcement. This agreement shall be binding upon and inure to the benefit of the parties hereto, their personal representatives, heirs, executors, administrators, successors, and assigns. As used in this agreement, the term successor shall include any person, firm, corporation, or other business entity which, at any time, whether by merger, purchase, or other means, acquires all, or substantially all, or the assets of IMS. This contract may not be modified except in a written agreement signed by all parties. The terms and conditions of this contract shall be governed by the laws of the state of Wisconsin and shall take precedence over and supersede the language of any previous agreements, whether oral or written.







 



	
XIII.

	
Severability. If any one or more of the provisions of this Agreement are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.







 



	
XIV.

	
Entire Agreement. This document constitutes the entire agreement between the parties with respect to the subject matter thereof. This Agreement supersedes any and all other agreements, whether oral or written, between the parties hereto with respect to the subject matter thereof.







 


 




Signed this 28th day of February, 2011 at New Berlin, WI.


 



	
/s/ David A. Powell

	 	
/s/ Donald F. Mardak


	David A. Powell, Employee	 	International Monetary Systems, Ltd.
	 	 	Donald F. Mardak, President
	 	 	 
	 	 	/s/ John E. Strabley
	 	 	International Monetary Systems, Ltd.
	 	 	John E. Strabley, Executive Vice President
	 	 	 







 


 


 


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IMS Officers' Compensation


 



	
Name

	
2011

	
2012

	2013
	 	 	 
	
Donald F. Mardak

	
$ 250,000

	 To Be Determined by Compensation Committee
	
John E. Strabley

	192.000	"	"
	Dale L. Mardak	
185,000

	"	"
	
David A. Powell

	
135,000

	"	"
	 	 	"	"





 


 


In each of these years, the officers will be paid a bonus based upon pre-tax profits. The profits are to be determined before payment of any dividends, bonuses or other incentives.


 


if IMS' pre-tax profit exceeds $600,000, bonuses will be paid according to the following schedule:


 



	
President

	 	$	12,000	 
	
Vice Presidents

	 	 	10,000	 
	
Chief Financial Officer

	 	 	6,000	 





 


If pre-tax profit exceeds $1 million, bonuses will be:


 



	
President

	 	$	20,000	 
	
Vice Presidents

	 	 	15,000	 
	
Chief Financial Officer

	 	 	10,000	 





 


If pre-tax profit exceeds $1.5 million, bonuses will be: 


 




	
President

	 	$	30,000	 
	
Vice Presidents

	 	 	25,000	 
	
Chief Financial Officer

	 	 	18,000	 







 




  





  











  






 


Auto Allowance and Health Insurance


 


Under these agreements, the four officers will receive auto allowance and health insurance according to the following schedule.


 


Health Insurance


 


John Strabley, Dale Mardak and David Powell will each receive 100% of their health insurance premiums, including family coverage.


 


Because Donald Mardak is receiving Medicare insurance, he will receive 100% of all costs for his family's supplemental and prescription drug insurance.


 


Auto Allowance


 


The officers will receive either company-leased automobiles, or cash payments for auto allowance according to the following schedule.


 


Donald Mardak - Lease allowance up to $1,100.00 per month 


 


John Strabley - Allowance payment of $700.00 per month 


 


Dale Mardak - Allowance payment of $700.00 per month 


 


David Powell - Allowance payment of $500.00 per month