exv10w1






Exhibit 10.1






EMERSON RADIO CORP. 9 Entin Road, P.O. Box 430, Parsippany, New Jersey 07054-0430 (973) 884-5800



July 6, 2007




Mr. Andrew L. Davis

152 Wellington Road

Garden City, New York 11530




     Re: Offer of Employment



Dear Andrew:




     On behalf of Emerson Radio Corp. (the “Company”), I am pleased to extend to you an offer of
employment with the Company. The purpose of this letter is to confirm the terms and conditions of
your employment.



          1. Period of Employment. Subject to Paragraph 4, below, the Company shall employ you,
and you shall serve the Company during the period commencing on August 1, 2007, and continuing
through and including July 31, 2008 (the “Term”). After expiration of the Term, this Agreement may
be terminated by the Company upon ninety (90) days advance written notice of intent to terminate
the Agreement. After expiration of the Term, and prior to and during any such ninety (90) day
notice period (all such periods after expiration of the Term shall be referred to hereinafter,
individually and collectively, as the “Term Extension”), this Agreement shall remain in full force
and effect. You shall have the right to terminate this Agreement at any time with 90 days advance
written notice.




          2. Position, Duties and Responsibilities.




          (a) During the Term and Term Extension, you shall be employed by the Company as, and shall
have the title of, Vice President — Finance and Corporate Controller. As such, you shall have the
duties and responsibilities as are normal and customary for individuals holding such positions in a
United States public company. You also will have such other duties and responsibilities as may
from time to time be assigned to or vested in you by the Company’s Board of Directors or any
duly-constituted Committee of the Company’s Board of Directors, or by the Company’s Chief Financial
Officer. You will report to the Company’s Chief Financial Officer.




          (b) You will devote all of your working time to the Company on an exclusive basis. You shall,
except during periods of vacation, sick leave, or other duly authorized leave of absence, devote
your time, attention, skill, and ability during usual business hours (and outside those hours when
reasonably necessary to your duties hereunder) to the faithful and diligent performance of the
duties and responsibilities described in this Paragraph 2.




          (c) It shall not be a violation of this Agreement for you to serve as an officer or director
of a cooperative housing corporation or condominium, or civic or charitable






 









 







organization or committee, to perform speaking engagements, or to manage personal passive
investments, so long as such activities (individually or collectively) do not conflict or interfere
with the performance of your duties under this Agreement. You may serve as a director of a
corporation only with the prior written approval of the Company’s Board of Directors.




          3. Compensation.




          (a) During the Term and Term Extension, as compensation for services rendered hereunder and in
consideration of this Agreement, the Company shall pay you a salary, in accordance with the
Company’s then-prevailing payroll practices, at the annual rate of $225,000.00 or such greater
amount as the Company may from time to time and in its sole discretion determine.




          (b) During the Term and Term Extension, as additional compensation, you shall be entitled (i)
to four (4) weeks of paid vacation per year, and (ii) to participate in and receive all benefits
under any welfare benefit plan or program, any retirement savings plan or program, and such other
benefits or perquisites of office (including, without limitation, paid holidays) as the Company
may, from time to time and in its sole discretion, make available generally to executive employees
of the Company. Such participation shall be subject to the terms and conditions of such plans or
programs, including, but not limited to, such generally applicable eligibility provisions as may be
in effect from time to time.




          (c) The Company shall reimburse you for all reasonable business expenses incurred in the
performance of your duties hereunder in accordance with and subject to the terms and conditions of
the Company’s then-prevailing expense policy. As a condition precedent to obtaining such
reimbursement, you shall provide to the Company any and all statements, bills, or receipts
evidencing the expenses for which you seek reimbursement, and such other related information or
materials as the Company may from time to time reasonably require.




          (d) So long as you remain employed by the Company, the Company’s Board of Directors shall
consider granting you a discretionary bonus within 120 days of the end of the Company’s fiscal
year.




          4. Termination. Unless your employment is terminated pursuant to Paragraph 1 of this
Agreement or this Paragraph 4, the Company shall continue to employ you and you shall continue to
serve the Company throughout the Term and Term Extension.




          (a) This Agreement and your employment shall terminate automatically upon your death. In such
event, the Company shall have no further obligation hereunder except with respect to payment to
your estate of any and all salary, benefits, and expense reimbursements applicable to the period of
your employment, under this Agreement. Such payments shall be made in accordance with
then-prevailing Company policy and practice.




          (b) Upon your “Disability”, the payment of benefits under the Company’s short-term and
long-term disability insurance programs, if any, shall satisfy the Company’s obligations under
Paragraph 3(a) above. For purposes of this Agreement, you shall be deemed to






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be under a Disability if you shall be unable, by virtue of illness or physical or mental
incapacity or disability (from any cause or causes whatsoever), to perform your essential job
functions hereunder, whether with or without reasonable accommodation, in substantially the manner
and to the extent required hereunder prior to the commencement of such disability, for a period
exceeding ninety (90) days. In light of the unique nature of your services, and the undue burden
on the Company that would result from your long term absence, the Company shall have the right to
terminate this Agreement and your employment in the event you shall remain under a Disability for a
period exceeding ninety (90) days, such action to be taken only upon at least ten (10) days prior
written notice to you. In such event, the Company shall have no further obligation hereunder
except with respect to payment to you of any and all benefits, and expense reimbursements
applicable to the period of your employment hereunder until the date on which the Term would have
expired but for the termination of your employment by reason of Disability. Such payments shall be
made in accordance with then-prevailing Company policy and practice.




          (c) The Company shall have the right to terminate this Agreement and your employment for Cause
at any time and without prior notice. For purposes of this Agreement, Cause shall include: (i)
material default or other material breach by you of your obligations hereunder; (ii) willful
failure by you to perform material duties hereunder that are reasonably assigned to you by the
Company; (iii) gross negligence or willful misconduct in the performance of your duties hereunder;
or (iv) dishonesty, insubordination, or other willful act by you detrimental to the Company or its
good will or damaging to its relationships with its customers, investors, suppliers, or employees,
including, without limitation, (A) use of alcohol or illegal drugs such as to interfere with the
performance of your obligations hereunder, (B) conviction of or plea of guilty or no contest to a
felony or any crime involving moral turpitude, dishonesty, or theft, and (C) material failure by
you to comply with applicable laws or governmental regulations with respect to Company operations
or the performance of your duties. In the event that the Company seeks to terminate your
employment pursuant to Paragraph 4(c) (i), (ii), or (iii), the Company shall give you reasonably
detailed written notice stating the reasons for the proposed termination for Cause and the act(s)
or failure(s) to act which give rise to the Cause in reasonable detail, and you shall have thirty
(30) days from the giving of such notice to cure the default, defect, or other for Cause for
termination, to the Company’s reasonable satisfaction. In the event of a termination for Cause,
the Company shall have no further obligation hereunder except with respect to payment to you of any
and all salary, benefits, and expense reimbursements applicable to the period of your employment
hereunder, in accordance with then-prevailing Company policy and practice.




          (d) In the event of termination of this Agreement for any reason specified in this Paragraph
4, the payments (if any) required to be provided to you pursuant to this Paragraph 4 shall be in
full and complete satisfaction of any and all obligations owing to you pursuant to this Agreement.




          5. Confidential Information. Both during and after the Term and Term Extension, you
shall not, directly or indirectly, divulge, publish, communicate, or make available to any person,
corporation, governmental agency, or other entity (except in performing your duties hereunder), or
use for your own or any other person or entity’s purposes or benefit, any






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trade secret, confidential business information, or any other information, know how, designs,
specifications, techniques, methods, concepts, inventions, developments, discoveries, improvements,
knowledge, or data of the Company or any affiliate which is not generally known to the public
(separately and collectively, “Information”) (including, but not limited to, Information relating
to research, product development or design, manufacturing or manufacturing processes, maintenance
or repair processes, purchasing, product or material costs, sales or sales strategies or prospects,
pricing or pricing strategies, advertising or promotional programs, product information, or mailing
or customer lists, finances (including prices, costs, and revenues), and other business
arrangements, plans, procedures and strategies), and shall use your best efforts to prevent the
publication or disclosure by any other person or entity of any such Information. The Company shall
not be under any obligation to identify specifically by any notice or other action any Information
to which this Paragraph 5 shall apply. While you are employed by the Company, all documents and
Information compiled, received, held, or used by you in connection with the business of the Company
shall remain the Company’s property, and shall be delivered by you to the Company upon the
termination of your employment, for whatever reason, or at any earlier time requested by the
Company. Information does not include information in the public domain through no fault of yours.
Notwithstanding this paragraph you may disclose Information as required by law or pursuant to any
court order.




          6. Additional Obligations. Both during and after the Term and Term Extension, you
shall, upon reasonable notice, furnish the Company with such information as may be in your
possession, and cooperate with the Company, as may reasonably be requested by the Company (and, if
you are no longer employed by the Company, with due consideration for your obligations with respect
to any new employment or business activity) in connection with any litigation in which the Company
or any affiliate is or may become a party. The Company shall reimburse you for all reasonable
expenses, including but not limited to reasonable counsel fees, incurred by you in fulfilling your
obligations under this Paragraph 6.




          7. Notice. Any notice or other communication required or permitted under this
Agreement by either party hereto to the other shall be in writing, and shall be deemed effective
upon (a) personal delivery, if delivered by hand, (b) three days after the date of deposit in the
mails, postage prepaid, if mailed by certified or registered United States mail, or (c) the next
business day, if sent by a prepaid overnight courier service, and in each case addressed as
follows:




          If to you:



Mr. Andrew L. Davis

152 Wellington Road

Garden City, New York 11530





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          If to the Company:



Emerson Radio Corp.

9 Entin Road

Parsippany, New Jersey 07054

Attn: Each of Chief Financial Officer and General Counsel




          With a copy to:



John D. Schupper, Esq.

Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068



Either party may change the address or addresses to which notices are to be sent by giving notice
of such change of address in the manner provided by this Paragraph 7.




          8. Entire Agreement. Except for the Covenants Agreements which are being executed
simultaneously herewith by you and the Company, this Agreement represents the entire agreement
between the Company and you with respect to your employment with the Company, and supersedes and is
in full substitution for any and all prior agreements or understandings, whether oral or written,
relating to your employment.




          9. Amendment. This Agreement may not be canceled, changed, modified, or amended
orally, and no cancellation, change, modification or amendment hereof shall be effective or binding
unless in a written instrument signed by the Company and you. A provision of this Agreement may be
waived only by a written instrument signed by the party against whom or which enforcement of such
waiver is sought.




          10. No Waiver. The failure at any time either of the Company or you to require the
performance by the other of any provision of this Agreement shall in no way affect the full right
of such party to require such performance at any time thereafter, nor shall the waiver by either
the Company or you of any breach of any provision of this Agreement be taken or held to constitute
a waiver of any succeeding breach of such or any other provision of this Agreement.




          11. Assignment. This Agreement is binding on and for the benefit of the Company and
you and the Company’s and your respective successors, heirs, administrators, and other legal
representatives. Neither this Agreement nor any right or obligation hereunder may be sold,
transferred, assigned, or pledged by the Company (except to an affiliate) or by you without the
prior written consent of the other. However, nothing in this Agreement shall preclude the Company
from consolidating or merging into or with, or transferring all or substantially all of its






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assets to, another entity which assumes this Agreement and all obligations and undertakings of
the Company hereunder.




          12. Interpretation and Severability. In the event any provision of this Agreement, or
any portion thereof, is determined by any court of competent jurisdiction to be unenforceable as
written, such provision or portion thereof shall be interpreted so as to be enforceable. In the
event any provision of this Agreement, or any portion thereof, is determined by any court of
competent jurisdiction to be void, the remaining provisions of this Agreement shall nevertheless be
binding upon the Company and you with the same effect as though the void provision or portion
thereof had been severed and deleted.




          13. Governing Law. This Agreement shall be governed by, construed and applied, and
all disputes relating to or arising from this Agreement shall be resolved, in accordance with the
substantive laws of the State of New Jersey, without application of its conflict or choice of law
provisions.




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




          15. Survival. Your obligations as set forth in Paragraph 5 above, represent
independent covenants by which you are and shall remain bound notwithstanding any breach or claim
of breach by the Company, and shall survive the termination or expiration of this Agreement for two
years.




          16. Headings. The headings contained in this Agreement are for reference purposes
only, and shall not affect the meaning or interpretation of this Agreement.




	 	 	 	 	 
	Very truly yours,



EMERSON RADIO CORP.

 	 	 
	By:  	/s/ Greenfield Pitts
 	 	 
	 	Greenfield Pitts 	 	 
	 	Chief Financial Officer 	 	 



	 	 	 	 	 
	Offer Of Employment Accepted:




I am pleased to accept employment with Emerson Radio Corp. on the terms and conditions stated above.

 	 	 
	/s/ Andrew L. Davis
 	 	 
	Andrew L. Davis 	 	Date 7/12/2007 
	 	 	 
	 








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AMENDMENT NO. 1 TO EMPLOYMENT LETTER





     This AMENDMENT NO. 1 TO EMPLOYMENT LETTER (“Amendment”) is made this 9th day of
September 2010, effective as September 3, 2010 (the “Effective Date”), between EMERSON
RADIO CORP. (the “Company”) and ANDREW L. DAVIS (the “Officer”), with a current
mailing address of 152 Wellington Road, Garden City, New York 11530.



WITNESSETH THAT:




     WHEREAS, the Company and the Officer entered into a certain Employment Letter dated July 6,
2007, effective as of August 1, 2007 (the “Employment Agreement”), which Employment
Agreement set forth the terms and conditions of the Officer’s employment with the Company.
Capitalized terms used herein and not specifically defined herein shall have the meaning set forth
in the Employment Agreement;



     WHEREAS, the Company appointed the Officer to the position of Executive Vice President and
Chief Financial Officer effective September 3, 2010; and



     WHEREAS, contemporaneous with such appointment the Company and the Officer have agreed to
modify the Employment Agreement in accordance with the terms set forth herein.



     NOW, THEREFORE, the Company and the Officer agree as follows:



     1. Position and Duties. As of the Effective Date, Section 2(a) of the Employment
Agreement is deleted and replaced with the following:



          (a) During the Term and Term Extension, you shall be employed by the Company as, and shall
have the title of, Executive Vice President and Chief Financial Officer. As such, you shall have
the duties and responsibilities as are normal and customary for individuals holding such positions
in a United States public company. You also will have such other duties and responsibilities as
may from time to time be assigned to or vested in you by the Company’s Board of Directors or any
duly-constituted Committee of the Company’s Board of Directors, or by the Company’s Chief Executive
Officer or Deputy Chief Executive Officer. You will report to the Company’s Deputy Chief Executive
Officer.




     2. Compensation.



          (a) Base Salary. As of the Effective Date, the reference in Section 3(a) of the
Employment Agreement to “$225,000.00” is deleted and replaced with “$275,000.00.”




     Except as specifically modified herein, all terms of the Employment Agreement shall remain
unmodified and in full force and effect.



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above
written.



	 	 	 	 	 
	 	EMERSON RADIO CORP.

 	 
	 	By:  	/s/
Duncan Hon
 	 
	 	 	Name:  	Duncan Hon 	 
	 	 	Title:  	Deputy
Chief Executive Officer 	 
	 	 	 
	 	/s/
Andrew L. Davis 	 
	 	Andrew L. Davis 	 




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