exv10w2






Exhibit 10.2



Execution Copy


GLOBAL CONSUMER ACQUISITION CORP.



AMENDED AND RESTATED

EMPLOYMENT AGREEMENT



     AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this
“Agreement”) dated as of August 31,
2009, between Global Consumer Acquisition Corp., a Delaware corporation, its successors or assigns
(the “Company”), and Laus M. Abdo (the “Employee”).



W I T N E S S E T H




     WHEREAS, the Company currently is in negotiations to acquire 1st Commerce Bank, a
Nevada-chartered non-member bank (the “Transaction”);



     WHEREAS, the Company and the Employee entered into that certain Employment Agreement, dated as
of August 13, 2009 (the “Original Employment Agreement”), pursuant to which, among other
things, the Company was to employ the Employee as the Chief Operating Officer of the Company
following the occurrence of the transaction described therein



     WHEREAS, the Company and the Employee desire to amend and restate the Original Employment
Agreement to read in its entirety as set forth in this Agreement and to provide, among other
things, that the employment of the Employee shall commence following the consummation of the
Transaction; and



     WHEREAS, the Employee’s agreement to be employed by the Company as of the Effective Date (as
defined in Section 2 hereof) is a material inducement to the Company to enter into this Agreement
as of the date hereof;



     NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. POSITION AND DUTIES.



     (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as
the Chief Operating Officer of the Company. In this capacity, the Employee shall have all duties,
authorities and responsibilities commensurate with the duties, authorities and responsibilities of
persons in similar capacities in similarly sized companies, and such other duties, authorities and
responsibilities as the Chairman (the “Chairman”) of the Board of Directors of the Company
(the “Board”) shall designate from time to time that are not inconsistent with the
Employee’s position as Chief Operating Officer of the Company. The Employee shall report to (1)
the Chairman, (2) if, as and when requested by the Chairman, the Chief Executive Officer of the
Company, (3) if, as and when requested by the Chairman, the President of the Company, and (4) the
board of directors of any subsidiary he may serve hereunder



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     (b) During the Employment Term, the Employee shall devote all of the Employee’s business time,
energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with
the Company; provided, that the foregoing shall not prevent the Employee from (i) serving
on the boards of directors of non-profit organizations and, with the prior written approval of the
Board in each instance, other for-profit companies, (ii) participating in charitable, civic,
educational, professional, community or industry affairs, and (iii) managing the Employee’s passive
personal investments; so long as such activities do not, individually or in the aggregate,
interfere or conflict with the Employee’s duties hereunder or create a potential conflict of
interest; provided further, that the foregoing shall not prevent the Employee from
participating in other non-passive activities if, as and when approved by the Board, in each
instance. If the Board determines, in its sole discretion, that any outside activity or activities
pose or will pose a conflict of interest, or that the time commitments required interfere with the
performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at
the request of the Board, cease such activities at the earliest available opportunity.



     (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division
of the Company that includes any portion of the Company’s Nevada commercial banking operations as
requested by the Company from time to time without any additional compensation therefor. The
Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s
obligations hereunder.



     2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this
Agreement, and the Employee agrees to be so employed, for a term of three years (the “Initial
Term”) commencing as of the Effective Date. Notwithstanding anything herein to the contrary,
the Employee agrees that he shall not terminate this Agreement prior to the Effective Date;
provided, that the Effective Date occurs no later than November 27, 2009 (or such later
date as the Company may elect upon an extension by a majority of the Company’s shares at a meeting
of the shareholders prior to November 27, 2009); provided further, that, prior to
the Effective Date, the Employee shall agree to cooperate and permit the Company to use his name in
regulatory filings that he has approved, which approval shall not unreasonably be withheld or
delayed. On each anniversary of the Effective Date following the Initial Term, the term of this
Agreement shall be automatically extended for successive 1-year periods (each a “Renewal
Term”), provided, however, that either party hereto may elect not to extend the
term of this Agreement by giving written notice to the other party at least 30 days prior to any
such anniversary date. Notwithstanding the foregoing, the Employee’s employment hereunder may be
earlier terminated at any time during the Initial Term or any Renewal Term in accordance with
Section 8 hereof, subject to Section 9 hereof. The period of time between the Effective Date and
the termination of the Employee’s employment hereunder for any reason shall be referred to herein
as the “Employment Term.” For purposes of this Agreement, “Effective Date” means
the closing of the Transaction.



     3. BASE SALARY. During the Employment Term, the Company agrees to pay the Employee an annual
base salary which initially shall be not less than $225,000 and, after the occurrence of the
Step-Up Event, shall be not less than $350,000. The Employee’s Base Salary shall be payable in
accordance with the regular payroll practices of the Company. The Employee’s Base Salary shall be
subject to annual review by the Board (or a committee thereof), and may be increased, but not
decreased below its then current level, from time to time by the



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Board. For purposes of this Agreement, (i) the base salary as determined herein from time to
time shall constitute “Base Salary”, and (ii) the “Step-Up Event” shall have
occurred if and when each of the following statements shall be true (it being agreed, for the
avoidance of doubt, that the Step-Up Event can only occur once): (A) the Company’s Nevada
commercial banking operations shall have a loan portfolio consisting of loans with an aggregate
value of more than $500,000,000, net of applicable reserves, charge-backs or other similar items,
all as determined by the Board acting in good faith, (B) the entity housing the Company’s Nevada
commercial banking operations (i.e., initially 1st Commerce Bank) shall be an
“eligible depository institution” within the meaning of 12 CFR 303.2(r) and the Company shall be a
“well-managed” bank holding company within the meaning of 12 CFR 225.23 (c)(2), and (C) the
Employee shall be continuously employed by the Company through the occurrence of the Step-Up Event.



     4. EQUITY AWARDS.



     (a) Subject to the approval of the awards by (i) the Board and (ii) the Company’s stockholders
in connection with the solicitation of proxies for approval of the Transaction, the Employee shall
receive (A) on the Effective Date, a one-time grant of a number of restricted shares of the
Company’s common stock equal to $1,000,000 divided by the closing price of the Company’s common
stock on the Effective Date, and (B) no later than 30 days after the occurrence of a Step-Up Event,
another a one-time grant of a number of restricted shares of the Company’s common stock equal to
$2,000,000 divided by the closing price of the Company’s common stock on the Effective Date (all
restricted shares issued pursuant to this sentence being, the “Restricted Stock”). The
Company hereby agrees that it will not solicit proxies or consents from its stockholders for
approval of the Transaction unless the Company solicits proxies or consents from its stockholders
to approve the issuance of the Restricted Stock concurrently therewith; provided, that the
Employee is continuously employed by the Company through the date of such solicitation.



     (b) The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth
anniversaries of the Effective Date, subject to the Employee’s continuous employment through each
vesting date, except that the Restricted Stock shall immediately vest in full upon a Change in
Control (as defined below). For the avoidance of doubt, all Restricted Stock shall have the same
vesting date and schedule, such that, for example, 20% of any Restricted Stock issued after the
first anniversary but before the second anniversary of the Effective Date shall be vested
immediately upon issuance and shall for all purposes of this Agreement be treated as if it had
vested on the first anniversary of the Effective Date.



     (c) The Employee agrees that, for a period of one year following each vesting date (each such
period, a “Lock-up Period”), the Employee will not offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly,
the shares of the Company’s common stock that became or is deemed to have become vested on such
vesting date; provided, however, that on each such vesting date (or, in the case of
Restricted Stock issued after a vesting date, on the date of its issuance), the Employee shall be
able to sell certain of his Restricted Stock to the extent the proceeds of each such sale will be
applied exclusively towards the satisfaction of the portion of any tax liabilities that become due
and payable that is directly attributable to the vesting of such shares of common stock;
provided further, however, that the Employee shall not transfer the shares
of common stock subject to



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forfeiture, as provided in Section 8(c), without first delivering prior notice to the Company,
then receiving written approval from the Company, which approval shall not unreasonably be withheld
or delayed. For the avoidance of doubt, the shares of common stock subject to a Lock-up Period
shall not be Restricted Stock and are not subject to forfeiture, except as otherwise provided in
Section 8(c). Each Lock-up Period shall survive the termination of the Employee’s employment
hereunder. The Restricted Stock will be subject to the terms of a restricted stock agreement to be
entered into between the Employee and contain such other provisions as determined necessary by the
Board, which provisions shall not be inconsistent with the terms set forth in this Agreement.



     (d) For purposes of this Agreement, a “Change in Control” means the acquisition,
directly or indirectly, in one or more transactions, by any person or group of persons acting in
concern, of 50% or more of the then outstanding voting securities of the Company or the power to
cause the election of a majority of the members of the Board.



     (e) During the Employment Term, the Employee shall be eligible to receive other equity and
other long-term incentive awards under the equity-based incentive compensation plans adopted by the
Company during the Employment Term for which the Company’s senior executives are generally
eligible. The level of the Employee’s participation in any such plan, if any, shall be determined
in the sole discretion of the Board from time to time.



     5. TRANSACTION BONUS. Within 10 days following the Effective Date, the Company shall pay to
the Employee a lump sum cash payment in the amount of $100,000. Within 30 days after the
occurrence of the Step-Up Event, the Company shall pay to the Employee an additional lump sum cash
payment in the amount of $400,000 provided, that the Employee is continuously employed by
the Company through the occurrence of the Step-Up Event.



     6. ANNUAL BONUS. During the Employment Term, the Employee shall be eligible to receive an
annual discretionary incentive payment under the Company’s annual bonus plan as in effect from time
to time (the “Annual Bonus”), upon the attainment of one or more pre-established
performance goals established by the Board of the Company’s Compensation Committee.



     7. EMPLOYEE BENEFITS.



     (a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate
in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to
for the benefit of its employees generally from time to time in accordance with, and subject to,
the terms and conditions thereof, including satisfying the applicable eligibility requirements.
Notwithstanding the foregoing, the Company may in its sole discretion modify or terminate any
employee benefit plan at any time.



     (b) VACATIONS. During the Employment Term, the Employee shall be entitled to four weeks of
paid vacation per calendar year (as prorated for partial years) in accordance with the Company’s
policy on accrual and use applicable to employees as in effect from time to time. The Employee
agrees that any vacation taken by the Employee during the Employment Term



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shall be taken at times which are mutually determined by the Chairman and the Employee not to
interfere, in any material respect, with the Employee’s performance of his duties hereunder.



     (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, the
Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all
reasonable business and entertainment expenses incurred in connection with the performance of the
Employee’s duties hereunder and the Company’s policies with regard thereto.



     8. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the
first of the following to occur:



     (a) DISABILITY. Upon written notice by the Company to the Employee of termination due to
Disability. For purposes of this Agreement, “Disability” shall be defined as the inability
of the Employee to have performed the Employee’s material duties hereunder due to a physical or
mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any
365-day period.



     (b) DEATH. Automatically on the date of death of the Employee.



     (c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination
for Cause. “Cause” shall mean:




     (i) the Employee’s willful misconduct or gross negligence in the performance of the
Employee’s duties to the Company that has or could reasonably be expected to have an adverse
effect on the Company that, if curable, is not cured within 30 days of the giving of written
notice thereof to the Employee;




     (ii) the Employee’s repeated refusal or failure to perform the Employee’s duties to the
Company or to follow the lawful directives of the Board (other than as a result of death or
a physical or mental incapacity), which refusal or failure continued for at least 30 days
following the giving of written notice of demand for substantial performance to the
Employee;




     (iii) indictment for, conviction of, or pleading of guilty or nolo
contendere to, a felony or any crime involving moral turpitude;




     (iv) the Employee’s embezzlement or misappropriation of corporate funds or other acts
of theft, fraud, malfeasance, self-dealing, dishonesty or breach of fiduciary duty in
connection with the performance of the Employee’s duties to the Company;




     (v) the Employee either not receiving approval from the Bank Regulators to serve as the
Chief Operating Officer of the Company or later being determined by the Bank Regulators to
be unsuitable to serve in such capacity. “Bank Regulators” shall mean the Federal
Deposit Insurance Corporation or any successor thereto, the Office of the Nevada Division of
Banking, or any other federal or state regulatory agency with authority over the Company or
1st Commerce;



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     (vi) breach of Section 11 of this Agreement; or




     (vii) material breach of any other Section of this Agreement or any other agreement
with the Company, or a violation of the Company’s code of conduct or other written policy
that, if curable, is not cured within 30 days of the giving of written notice thereof to the
Employee.



     (d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an
involuntary termination without Cause (other than for death or Disability).



     (e) GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good
Reason. “Good Reason” shall mean the occurrence of any of the following events without the
written consent of the Employee, unless such events are fully corrected in all material respects by
the Company within 30 days following its receipt of the written notification by the Employee to the
Company described below:




     (i) material diminution in the Employee’s Base Salary; or




     (ii) relocation of the Employee’s primary work location outside Clark County, Nevada.



Any claim of any such event as “Good Reason” shall be deemed irrevocably waived by the Employee
unless: (x) the Employee delivers written notice to the Board of his intent to resign from his
employment hereunder for Good Reason within 60 days following the date on which the event the
Employee claims constitutes Good Reason occurs, which notice shall specifically identify the facts
and circumstances the Employee claims constitutes Good Reason, and (y) the Employee resigns from
his employment hereunder for Good Reason within 150 days following the date on which the event the
Employee claims constitutes Good Reason occurs.



     (f) WITHOUT GOOD REASON. Upon 30 days’ prior written notice by the Employee to the Company of
the Employee’s voluntary termination of employment without Good Reason; provided, that upon
receipt of such notice the Company may, in its sole discretion, make such termination effective at
an earlier date and the termination shall still be treated as a voluntary termination by the
Employee without Good Reason.



     (g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the
Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to
the provisions of Section 2 hereof.



     9. CONSEQUENCES OF TERMINATION.



     (a) DEATH. In the event that the Employee’s employment and the Employment Term ends on
account of the Employee’s death, the Employee’s estate shall be entitled to the following:




     (i) any unpaid Base Salary through the date of termination, paid in accordance with the
regular payroll practices of the Company;



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     (ii) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or
preceding the date of termination;




     (iii) reimbursement for any unreimbursed business expenses incurred through the date of
termination pursuant to, and paid in accordance with, Sections 7(c) and 24(b)(iii) of this
Agreement;




     (iv) any accrued but unused vacation time paid in accordance with Company policy; and




     (v) such vested accrued benefits, if any, as to which the Employee may be entitled
under the Company’s employee benefit plans and programs applicable to the Employee as of the
date of termination (other than any severance pay plan), which shall be paid or provided in
accordance with the terms of the applicable plan or program (collectively, Sections 9(a)(i)
through 9(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”).


For the avoidance of doubt, in the event that the Employee’s employment and the Employment Term
ends on account of the Employee’s death, any unvested shares of Restricted Stock shall be
forfeited.




     (b) DISABILITY. In the event that the Employee’s employment and/or Employment Term ends on
account of the Employee’s Disability, the Company shall pay or provide the Employee with the
Accrued Benefits. For the avoidance of doubt, in the event that the Employee’s employment and/or
Employment Term ends on account of the Employee’s Disability, any unvested shares of Restricted
Stock shall be forfeited.



     (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF
THIS AGREEMENT. If the Employee’s employment is terminated (i) by the Company for Cause, (ii) by
the Employee without Good Reason, or (iii) as a result of the Employee’s non-extension of the
Employment Term as provided in Section 2 hereof, the Company shall pay to the Employee the Accrued
Benefits, and, if the Employee’s employment is terminated on account of Section 9(c)(i) during the
Employment Term or Section 9(c)(ii) through the fifth anniversary of the Effective Date, the
Employee shall forfeit and transfer to the Company at no cost (other than any amounts the Employee
paid to acquire such shares) 50% of the shares of Restricted Stock vested (subject to reduction for
any amount of tax liability incurred by the Employee with respect to that 50% of the shares);
provided, that the Employee has not made an election with respect to the shares of
Restricted Stock under Section 83(b) of the Code (as defined in Section 24(b)), as of the date of
termination (including any shares subject to a Lock-up Period), and, for the avoidance of doubt,
any unvested shares of Restricted Stock shall be forfeited.



     (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF
THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other
than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s
non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or
provide the



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Employee with the Accrued Benefits and, subject to the Employee’s compliance with the
obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section
24 hereof:




     (i) an amount equal to the Employee’s monthly Base Salary rate (but not as an
employee), which would continue to be paid monthly for a period of 12 months following the
date of such termination; provided, that the first payment shall be made on the
first payroll period on or after the 60th day following such termination and
shall include payment of any amounts that would otherwise be due prior thereto; and




     (ii) subject to (A) the Employee’s timely election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and
(B) the Employee’s continued co-payment of premiums at the same level and cost to the
Employee as if the Employee were an employee of the Company (excluding, for purposes of
calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active
employee rate”), continued participation in the Company’s group health plan (to the extent
permitted under applicable law and the terms of such plan) which covers the Employee for a
period of up to 18 months at the Company’s expense (other than as set forth in sub-section
(B)), provided, that the Employee is eligible and remains eligible for COBRA
coverage; and provided, further, that in the event that the Employee obtains
other employment that offers group health benefits, such continuation of coverage by the
Company under this Section 9(d)(ii) shall immediately cease. Notwithstanding the foregoing,
if he benefits under the Company’s group health plan will be taxable to the Employee, then
in lieu of the Company’s payments for such continued participation, the Company shall
reimburse the Employee for his premiums for continued coverage under such plan in the amount
that the cost of such coverage exceeds the active employee rate (as determined based on the
Executive’s premium rate in effect on the date of termination).


For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends
in accordance with this Section 9(d), any unvested shares of Restricted Stock shall be forfeited,
but no vested shares of Restricted Stock shall be forfeited. Payments and benefits provided in
this Section 9(d) shall be in lieu of any termination or severance payments or benefits for which
the Employee may be eligible under any of the plans, policies or programs of the Company.




     (e) OTHER OBLIGATIONS. Upon any termination of the Employee’s employment with the Company,
the Employee shall promptly resign from any other position as an officer, director or fiduciary of
any Company-related entity.



     10. RELEASE; NO MITIGATION. Any and all amounts payable and benefits or additional rights
provided to the Employee upon a termination of his employment pursuant to Section 8 (other than the
Accrued Benefits) shall only be payable or provided if the Employee delivers to the Company and
does not revoke a general release of claims in favor of the Company and certain related parties in
a form reasonably satisfactory to the Company, which the Company shall provide to the Employee
within seven days following the date of termination. Such release shall be executed and delivered
(and no longer subject to revocation, if applicable)



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within 60 days following termination. In no event shall the Employee be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to the
Employee under any of the provisions of this Agreement, nor shall the amount of any payment
hereunder be reduced by any compensation earned by the Employee as a result of employment by a
subsequent employer, except as provided in Section 9(d)(ii) hereof. The Employee shall not be
entitled to any release of claims from the Company in favor of the Employee.



     11. RESTRICTIVE COVENANTS.



     (a) CONFIDENTIALITY. The Employee agrees that the Employee shall not, directly or indirectly,
use, make available, sell, disclose or otherwise communicate to any person, other than in the
course of the Employee’s assigned duties and for the benefit of the Company, either during the
period of the Employee’s employment or at any time thereafter, any business and technical
information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data
relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall
have been obtained by the Employee during the Employee’s employment by the Company (or any
predecessor). The foregoing shall not apply to information that (A) was known to the public prior
to its disclosure to the Employee; (B) becomes generally known to the public subsequent to
disclosure to the Employee through no wrongful act of the Employee or any representative of the
Employee; or (C) the Employee is required to disclose by applicable law, regulation or legal
process (provided, that the Employee provides the Company with prior notice of the
contemplated disclosure and cooperates with the Company at its expense in seeking a protective
order or other appropriate protection of such information).



     (b) NONCOMPETITION. The Employee acknowledges that the Employee performs services of a unique
nature for the Company that are irreplaceable, and that the Employee’s performance of such services
to a competing business within the State of Nevada will result in irreparable harm to the Company.
Accordingly, during the Employee’s employment hereunder and for a period of 1 year thereafter, the
Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control,
be employed by (whether as an employee, consultant, independent contractor or otherwise, and
whether or not for compensation) or render services to any person, firm, corporation or other
entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or
affiliates or in any other material business in which the Company or any of its subsidiaries or
affiliates is engaged on the date of termination or in which they have planned, on or prior to such
date, to be engaged in on or after such date, within the State of Nevada. Notwithstanding the
foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than
one percent of the equity securities of a publicly traded corporation engaged in a business that is
in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee
has no active participation in the business of such corporation.



     (c) NONSOLICITATION; NONINTERFERENCE. (i) During the Employee’s employment with the Company
and for a period of 1 year thereafter, the Employee agrees that the Employee shall not, except in
the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on
behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer
of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by
the Company or any of its subsidiaries or affiliates from another



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person, firm, corporation or other entity or assist or aid any other persons or entity in
identifying or soliciting any such customer.




     (ii) During the Employee’s employment with the Company and for a period of 2 years
thereafter, the Employee agrees that the Employee shall not, except in the furtherance of
the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any
other person, firm, corporation or other entity, (A) solicit, aid or induce any employee,
representative or agent of the Company or any of its subsidiaries or affiliates to leave
such employment or retention or to accept employment with or render services to or with any
other person, firm, corporation or other entity unaffiliated with the Company or hire or
retain any such employee, representative or agent, or take any action to materially assist
or aid any other person, firm, corporation or other entity in identifying, hiring or
soliciting any such employee, representative or agent, or (B) interfere, or aid or induce
any other person or entity in interfering, with the relationship between the Company or any
of its subsidiaries or affiliates and any of their respective vendors, joint venturers or
licensors. An employee, representative or agent shall be deemed covered by this Section
11(c)(ii) while so employed or retained and for a period of six (6) months thereafter.



     (d) NONDISPARAGMENT. The Employee agrees not to make negative comments or otherwise disparage
the Company or its officers, directors, employees, shareholders, agents or products, in any manner
likely to be harmful to them or their business, business reputation or personal reputation other
than while employed by the Company, in the good faith performance of the Employee’s duties to the
Company. The foregoing shall not be violated by truthful statements in response to legal process,
required governmental testimony or filings, or administrative or arbitral proceedings (including,
without limitation, depositions in connection with such proceedings); provided, that prior
to making any such statement the Employee shall provide the Company with prior notice and shall
reasonably cooperate with the Company in seeking a protective order or other appropriate protection
against making such statement.



     (e) INVENTIONS. (i) The Employee acknowledges and agrees that all ideas, methods,
inventions, discoveries, improvements, work products or developments (“Inventions”),
whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made
or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B)
suggested by any work that the Employee performs in connection with the Company, either while
performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as
the Inventions are related to the Employee’s work as an employee or other service provider to the
Company, shall belong exclusively to the Company (or its designee), whether or not patent
applications are filed thereon. The Employee will keep full and complete written records (the
“Records”), in the manner prescribed by the Company, of all Inventions, and will promptly
disclose all Inventions completely and in writing to the Company. The Records shall be the sole
and exclusive property of the Company, and the Employee will surrender them upon the termination of
the Employment Term, or upon the Company’s request. The Employee will assign to the Company the
Inventions and all patents that may issue thereon in any and all countries, whether during or
subsequent to the Employment Term, together with the right to file, in the Employee’s name or in
the name of the Company (or its designee), applications for patents and equivalent rights (the
“Applications”). The Employee will, at any time during and



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subsequent to the Employment Term, make such applications, sign such papers, take all rightful
oaths, and perform all acts as may be requested from time to time by the Company with respect to
the Inventions. The Employee will also execute assignments to the Company (or its designee) of the
Applications, and give the Company and its attorneys all reasonable assistance (including the
giving of testimony) to obtain the Inventions for its benefit, all without additional compensation
to the Employee from the Company, but entirely at the Company’s expense.




     (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined
under the copyright laws of the United States, on behalf of the Company and the Employee
agrees that the Company will be the sole owner of the Inventions, and all underlying rights
therein, in all media now known or hereinafter devised, throughout the universe and in
perpetuity without any further obligations to the Employee. If the Inventions, or any
portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably
conveys, transfers and assigns to the Company, all rights, in all media now known or
hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions,
including, without limitation, all of the Employee’s right, title and interest in the
copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including,
without limitation, all rights of any kind or any nature now or hereafter recognized,
including without limitation, the unrestricted right to make modifications, adaptations and
revisions to the Inventions, to exploit and allow others to exploit the Inventions and all
rights to sue at law or in equity for any infringement, or other unauthorized use or conduct
in derogation of the Inventions, known or unknown, prior to the date hereof, including,
without limitation, the right to receive all proceeds and damages therefrom. In addition,
the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The
Employee hereby waives any and all currently existing and future monetary rights in and to
the Inventions and all patents that may issue thereon, including, without limitation, any
rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being
an employee of or other service provider to the Company.



     (f) RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with
the Company for any reason (or at any time prior thereto at the Company’s request), the Employee
shall return all property belonging to the Company or its affiliates (including, but not limited
to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other
equipment, or documents and property belonging to the Company).



     (g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 11 is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent
permitted by the laws of that state.



     (h) TOLLING. In the event of any violation of the provisions of this Section 11, the Employee
acknowledges and agrees that the post-termination restrictions contained in this Section 11 shall
be extended by a period of time equal to the period of such violation, it being the



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intention of the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation.



     (i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 11 and 12 hereof shall
survive the termination or expiration of the Employment Term and the Employee’s employment with the
Company and shall be fully enforceable thereafter.



     12. COOPERATION. Upon the receipt of reasonable notice from the Company (including its
outside counsel), the Employee agrees that while employed by the Company and thereafter, the
Employee will respond and provide information with regard to matters in which the Employee has
knowledge as a result of the Employee’s employment with the Company, and will provide reasonable
assistance to the Company, its affiliates and their respective representatives in defense of any
claims that may be made against the Company or its affiliates, and will assist the Company and its
affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to
the extent that such claims may relate to the period of the Employee’s employment with the Company.
The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuits
involving such claims that may be filed or threatened against the Company or its affiliates. The
Employee also agrees to promptly inform the Company (to the extent that the Employee is legally
permitted to do so) if the Employee is asked to assist in any investigation of the Company or its
affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been
filed against the Company or its affiliates with respect to such investigation, and shall not do so
unless legally required. If the Employee is required to provide services pursuant to this Section
12 following the Employment Term for more than five hours per month for more than three months,
then (a) the Employee shall receive a fee for his time at a rate of $1,000 per day and (b) in
accordance with its reimbursement policies and procedures as in effect, including the timely
submission of proper documentation supporting such expenses, the Company will pay (or reimburse the
Employee for) reasonable out-of-pocket travel, lodging, communication and duplication expenses
incurred in connection with the performance of such services 



     13. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11
or Section 12 hereof would be inadequate and, in recognition of this fact, the Employee agrees
that, in the event of such a breach or threatened breach, in addition to any remedies at law, the
Company, without posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, a temporary restraining order, a temporary or permanent injunction or any
other equitable remedy which may then be available. In the event of a violation by the Employee of
Section 11 or Section 12 hereof, any severance being paid or provided to the Employee pursuant to
this Agreement or otherwise shall immediately cease, and any severance previously paid to the
Employee shall be immediately repaid to the Company.



     14. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as
provided in this Section 14 hereof, no party may assign or delegate any rights or obligations
hereunder without first obtaining the written consent of the other party hereto. The Employee
hereby acknowledges and agree that the Company may assign this Agreement (including the provisions
of Section 11 and Section 12) to any successor to all or substantially all



12









 







of the business and/or assets of the Company. As used in this Agreement, “Company”
shall mean the Company and any successor to its business and/or assets.



     15. NOTICE. For purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing. Each notice and all other communications shall be delivered
either by hand, by confirmed facsimile or electronic mail (but only if followed by transmittal by
national overnight courier or hand delivered in person on the next business day), by guaranteed
overnight delivery service, or by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


If to the Employee:



At the address (or to the facsimile number) shown

on the records of the Company



If to the Company:



Global Consumer Acquisition Corp.

1370 Avenue of the Americas

28th Floor

New York, New York 10019

Attention: Jason N. Ader, Chairman

Facsimile: 212.445.7800

with a copy to:



Proskauer Rose LLP

1585 Broadway

New York, New York 10036-8299

Attention: Jeffrey A. Horwitz

Facsimile: 212.969.2900



or to such other address as either party may have furnished to the other in writing in accordance
herewith. Each notice and all other communications shall be deemed duly given and effective upon
actual receipt (or refusal of receipt).




     16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between the terms of this Agreement and any
form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.



     17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



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     18. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.



     19. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of New York, without
regard to its principles of conflicts of laws. Each of the Parties irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New York City or the
United States District Court for the Southern District of New York for the purpose of any suit,
action, proceeding or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in
such court. Each party hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.



     20. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the
Employee harmless to the extent provided under the By-Laws of the Company against and in respect of
any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorney’s fees), losses, and damages resulting from the Employee’s good faith
performance of the Employee’s duties and obligations with the Company. This obligation shall
survive the termination of the Employee’s employment with the Company.



     21. LIABILITY INSURANCE. The Company shall cover the Employee under directors’ and officers’
liability insurance both during and, while potential liability exists, after the term of this
Agreement in the same amount and to the same extent as the Company covers its other officers and
directors.



     22. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by the Employee
and such officer or director as may be designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. This
Agreement together with all exhibits hereto amends and restates in its entirety the Original
Employment Agreement and sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes any and all prior agreements or understandings
between the Employee and the Company with respect to the subject matter hereof (including, without
limitation, the Original Employment Agreement). No agreements or representations, oral or
otherwise, express or implied, with respect to the subject



14









 







matter hereof have been made by either party which are not expressly set forth in this
Agreement.



     23. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the
Employee has the legal right to enter into this Agreement and to perform all of the obligations on
the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is
not a party to any agreement or understanding, written or oral, and is not subject to any
restriction, which, in either case, could prevent the Employee from entering into this Agreement or
performing all of the Employee’s duties and obligations hereunder. In addition, the Employee
acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits)
of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain
payments to the Employee in compliance therewith. In addition, the Employee hereby represents,
warrants and agrees with the Company that: (i) a portion of the compensation payable to the
Employee pursuant to this Agreement constitutes good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, for the covenants and agreements contained
in Section 11 and Section 12; (ii) the covenants and agreements contained in Section 11 and Section
12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the
Employee shall not, directly or indirectly, raise any issue of the reasonableness, appropriateness
and suitability of the geographic scope, duration or content of such covenants and agreements in
any proceeding to enforce such covenants and agreements; and such covenants and agreements shall
survive the termination of the Employees employment for the durations set forth therein; (iii) the
enforcement of any remedy under this Agreement will not prevent the Employee from earning a
livelihood because the Employee’s past work history and abilities are such that the Employee
reasonably can expect to find work, if he so chooses, in other areas and lines of business; (iv)
the covenants and agreements stated in Section 11 and Section 12 are essential for the Employer’s
reasonable protection; and (v) the Company has reasonably relied on these covenants and agreements
by the Employee.



     24. TAX MATTERS.



     (a) WITHHOLDING. The Employee shall pay, or make arrangements satisfactory to the Company to
pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable
federal, state and local taxes (but not the Company’ share of Social Security taxes) that the
Company is required to withhold at any time. In the absence of such arrangements, the Company may
withhold from any and all amounts payable under this Agreement such federal, state and local taxes
as may be required to be withheld pursuant to any applicable law or regulation, including the right
to retain, and not deliver to the Employee, vested shares of the Company’s Restricted Stock
otherwise deliverable to the Employee hereunder.



     (b) SECTION 409A COMPLIANCE.




     (ii) The parties agree that this Agreement shall be interpreted to comply with Code
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations and guidance promulgated thereunder to the extent applicable (collectively
“Code Section 409A”) and all provisions of this Agreement shall be construed in a
manner consistent with the requirements for avoiding taxes or penalties under Code Section
409A. In no event will the Company be liable for any additional tax,



15









 







interest or penalties that may be imposed on the Employee by Code Section 409A or any
damages for failing to comply with Code Section 409A or the provisions of this Section 24.




     (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of
the Employee’s employment shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits upon or following a
termination of employment unless such termination is also a “separation from service”
(within the meaning of Code Section 409A) and, for purposes of any such provision of this
Agreement, references to a “termination” or “termination of employment” will mean separation
from service. If the Employee is deemed on the date of termination of his employment to be
a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the
Code and using the identification methodology selected by the Company from time to time, or
if none, the default methodology set forth in Code Section 409A, then with regard to any
payment or the providing of any benefit that constitutes “non-qualified deferred
compensation” pursuant to Code Section 409A, such payment or benefit will not be made or
provided prior to the earlier of (i) the expiration of the six-month period measured from
the date of the Employees separation from service or (ii) the date of the Employee’s death.
On the first day of the seventh month following the date of the Employee’s separation from
service or, if earlier, on the date of the Employee’s death, all payments delayed pursuant
to this Section (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) will be paid or reimbursed to the Employee in a
lump sum, and any remaining payments and benefits due under this Agreement will be paid or
provided in accordance with the normal payment dates specified for them herein.




     (iii) Any reimbursement of costs and expenses provided for under this Agreement shall
be made no later than December 31 of the calendar year next following the calendar year in
which the expenses to be reimbursed are incurred.




     (iv) With regard to any provision herein that provides for reimbursement of expenses or
in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement
or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii)
the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any
taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other taxable year, provided, that the foregoing clause (ii)
shall not be violated with regard to expenses reimbursed under any arrangement covered by
Code Section 105(b) solely because such expenses are subject to a limit related to the
period the arrangement is in effect.




     (v) With regard to any installment payments provided for herein, each installment
thereof shall be deemed a separate payment for purposes of Code Section 409A.




     (vi) Whenever a payment under this Agreement specifies a payment period with reference
to a number of days, the actual date of payment within the specified period shall be within
the sole discretion of the Company.



16









 






     (vii) To the extent that this Agreement provides for the Employee’s indemnification by
the Company and/or the payment or advancement of costs and expenses associated with
indemnification, any such amounts shall be paid or advanced to the Employee only in a manner
and to the extent that such amounts are exempt from the application of Code Section 409A in
accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).



     25. WAIVER. The Employee hereby acknowledges that the aggregate gross proceeds from the
Company’s initial public offering (“IPO”), including the proceeds received upon the
consummation of the exercise of the over-allotment option, and proceeds received from a private
placement that closed simultaneously with the first closing of the IPO, including any accrued
interest not released to the Company in accordance with the terms of the IPO, was placed in a trust
account (the “Trust Account”) for the benefit of the Company’s public stockholders. The
Employee further hereby acknowledges and agrees that the Company does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Account established by the Company
(“Claim”) and hereby waives any Claim the Company may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason whatsoever.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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



	 	 	 	 	 
	 	GLOBAL CONSUMER ACQUISITION CORP.

 	 
	 	By:  	/s/ Jason N. Ader 
 	 
	 	Name: 	Jason N. Ader 	 
	 	Title:	Chairman 	 
	 
	 	 	 
	 	/s/ Laus M. Abdo
 	 
	 	LAUS M. ABDO 	 
	 	 	 
	 




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