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Exhibit 10.9    
    


 
 

LIQUIDITY SERVICES
  EXECUTIVE EMPLOYMENT AGREEMENT    
    


        THIS
EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of October 2, 2007 with an effective date of
October 15, 2007 (the "Effective Date"), by and between Liquidity Services, Inc., a Delaware corporation
("LSI" or the "Company"), and Eric C. Dean (the  "Executive"). 


        1.    Employment Agreement.    On the terms and conditions set forth in this Agreement, the
Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof
and in the position and with the duties set forth in Section 8 hereof. Terms used herein with initial capitalization are defined in  Section 10.2 below.



        2.    Term.    The term of employment under this Agreement shall be the period set forth in  Schedule 1 attached hereto
commencing on the Effective Date (the "Employment Period"). 



        3.    Position and Duties.    The Executive shall serve in the position and with the duties
and title set forth in Schedule 1 attached hereto during the Employment Period. In such capacity, the Executive shall have the normal duties,
responsibilities, and authority of such position, subject to the power of the Executive's "Reporting Officer" as designated in  Schedule 1, the
Company's Chairman of the Board of Directors (the "Board") or the Board to
reasonably expand or limit such duties, responsibilities and authority. The Executive shall report to the Reporting Officer designated in  Schedule 1. The Executive shall devote the Executive's best
efforts and full business time and attention to the business and affairs of the
Company; provided, however, that the Executive may, to the extent such participation or service does not materially interfere with the performance of
the obligations described in this Agreement, (i) participate in charitable, civic, political, social, trade, or other non-profit organizations and (ii) with the consent of the Board such
consent not to be unreasonably withheld, serve as a non-management director of business corporations (or in a like capacity in other for-profit organizations). 



        4.    Place of Performance.    In connection with the Executive's employment by the Company,
the Executive shall be based at the principal executive offices of the Company, except as otherwise agreed by the Executive and the Company and except for reasonable travel on Company business. 


        5.    Compensation.    



        5.1    Base Salary.    During the Employment Period, the Company shall pay to the Executive an
annual base salary (the "Base Salary"), which initially shall be at the rate per year as set forth in  Schedule 1. The Base Salary shall be payable
semi-monthly or in such other installments as shall be consistent with the Company's payroll
procedures. The Base Salary may be increased at any time or from time to time, but it may not be decreased without the consent of the Executive. 



        5.2    Bonus.    The Executive shall be eligible for a performance bonus as set forth in  Schedule 1. 


        5.3    Benefits.    During the Employment Period, the Executive will be entitled to receive
such other benefits approved by the Reporting Officer and made available to 








 

similarly
situated senior executives of the Company, including health insurance, disability insurance, and 401-K benefits. At all times the Company agrees to maintain Director's and Officer's
Liability coverage for the Executive. Nothing contained in this Agreement shall prevent the Company from changing insurance carriers. 


        5.4    Employee Leave.    The Executive shall be entitled to all public holidays observed by
the Company, in addition to a total of 26 days of paid time off in accordance with the applicable policies of the Company, which shall be taken at a reasonable time or times per year. 




        6.    Expenses.    



        6.1    Business Expenses.    The Executive is expected and is authorized to incur reasonable
expenses in the performance of his duties hereunder, including the costs of entertainment, travel, and similar business expenses incurred in the performance of his duties. Company shall reimburse the
Executive for all such expenses promptly upon periodic presentation by the Executive of an itemized account of such expenses and appropriate receipts. 



        6.2    Relocation expenses.    As compensation for the expenses incurred by Executive in
connection with his relocation to the Washington, D.C. area, the Company shall upon completion of such relocation, pay Executive a one-time $30,000 relocation payment. In addition, as the Executive
will be commuting for a period of time until such relocation is complete, the Company will reimburse the Executive for the reasonable commuting expenses incurred by Executive until the earlier of the
Executive's actual date of relocation or January 15, 2008. In addition, the Company will reimburse Executive for the reasonable travel and lodging expenses for the Executive, his spouse and
children for two trips to the Washington, D.C. area. 




        7.    Termination of Employment.    



        7.1    Termination.    The Executive's employment by the Company during the Employment Period
will continue until Executive's death, Disability, resignation or until Executive's termination by the Board at any time. 



        7.2    Notice of Termination.    Any termination of the Executive's employment by the Company
or the Executive (other than because of the Executive's death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section
10.1 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. Termination of the Executive's employment shall take effect on the Date of Termination. 




        8.    Compensation Upon Termination.    



        8.1    Death.    If the Executive's employment is terminated during the Employment Period as a
result of the Executive's death, the Company shall pay to the Executive's estate, or as may be directed by the legal representatives of such estate, the Executive's full Base Salary through the next
full calendar month following the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits
pursuant to Section 5.3 and expenses pursuant to Section 6. Subject to Section 8.5 below, the payments
contemplated by this Section 8.1 shall be paid at the time they are due, and the 



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Company
shall have no further obligations to the Executive or his or her estate under this Agreement. 



        8.2    Disability.    If the Company terminates the Executive's employment during the
Employment Period because of the Executive's Disability, the Company shall pay the Executive's full Base Salary through the third full calendar month following the Date of Termination and all other
unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits pursuant to Section 5.3
and expenses pursuant to Section 6. Subject to Section 8.5 below, the payments contemplated by this Section
8.2 shall be paid at the time they are due, and the Company shall have no further obligations to the Executive under this Agreement; provided,
however, that the Base Salary shall be reduced by the amount of any disability benefit payments made to the Executive during a period of Disability from any insurance or any
other policies provided by the Company. 


        8.3    By the Company with Cause or by the Executive without Good Reason.    If the Company
terminates the Executive's employment during the Employment Period for Cause or if the Executive voluntarily terminates the Executive's employment during the Employment Period other than for Good
Reason, the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which Executive is entitled as of the Date of
Termination in connection with any fringe benefits pursuant to Section 5.3 and expenses pursuant to Section
6. Subject to Section 8.5 below, the payments contemplated by this Section 8.3 shall be paid at the time such payments are due,
and the Company shall have no further obligations to the Executive under this Agreement. 


        8.4    By the Company without Cause or by the Executive for Good Reason.    If the Company
terminates the Executive's employment during the Employment Period other than for Cause, Death, or Disability or the Executive terminates his employment during the Employment Period for Good Reason,
the Company shall pay the Executive: (A) the Executive's full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Executive is entitled as of the Date
of Termination in connection with any fringe benefits pursuant to Section 5.2 and expenses pursuant to Section
6; and (B) a lump-sum severance package equal to one month of the Executive's Base Salary plus an amount equal to one month of the average annual bonus earned by the
Executive for the previous two fiscal years (collectively the "Severance Payment"). After the third month of employment is completed, the Severance
Payment under this Section 8.4 shall be of 6 months. Subject to Section 8.5 below, the Severance Payment shall be payable to the Executive within 30 days of the Notice of Termination. 



        8.5    8.5 Code Section 409A Matters.    Anything in this Agreement to the contrary
notwithstanding, if (A) on the date of Executive's "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the  "Code")) with the
Company, Executive is a "specified employee" (within the meaning of Section 409(a)(2)(B)(i) of the Code) and (B) as a result of
such separation from service, Executive would receive any payment under this Agreement that, absent
the application of this Section 8.5, would be subject to the additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code,
then no such payment shall be payable prior to the date that is the earliest of (1) six months after the Executive's separation from service, (2) the Executive's death or (3) such
other date as will cause such payment not to be subject to such additional tax. Any payments which are required to be delayed as a result of this Section 8.5 shall be accumulated and paid as a
lump-sum on the earliest possible date determined in accordance the preceding sentence. 




        9.    Other Agreements.    As a pre-condition to the effectiveness of this Agreement,
Executive agrees to execute the Employee Agreement attached hereto as Exhibit A (the 


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"Employee Agreement"), the terms and conditions of which are specifically incorporated herein by reference. 


        10.    Miscellaneous.    



        10.1    Notices.    All notices, demands, requests or other communications required or
permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by the first class registered or certified mail, postage prepaid, addressed as follows: 




        10.1.1    If to the Company:    



Liquidity
Services, Inc.

1920 L Street NW, 6th Floor

Washington DC 20036

ATTN: James E. Williams, General Counsel

Fax: (202) 467-5881

Phone: (202) 558-6279 




        10.1.2    If the the Executive:    



at
the address set forth in Schedule 1.






or
to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above
shall be deemed sufficiently given or made for all purposes three days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back, the confirmation (if telecopy) or the affidavit messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by
the addressee upon presentation. 


        10.2    Representations.    Executive agrees to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. Executive represents that performance of all the terms of this Agreement and the Employee Agreement will not breach any non-compete or
similar agreement. Executive has not entered into, and Executive agrees not to enter into, any oral or written agreement in conflict herewith. 


        10.3    Severability.    The invalidity or unenforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. 


        10.4    Survival.    Is the express intention and agreement of the parties hereto that the
provisions of Sections 8 and 10 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company
to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein. 


        10.5    Assignment.    The rights and obligations of the parties to this Agreement shall not
be assignable or delegable, except that (i) in the event of the Executive's death, the personal representative or legatees or distributees of the Executive's estate, as the case may be, shall
have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable to any Affiliate
of the Company or in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets of the Company or similar reorganization of a successor corporation. 



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        10.6    Binding Effect.    Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and
assigns. 


        10.7    Amendment Waiver.    This Agreement shall not be amended, altered or modified, except
by an instrument in writing duly executed by the parties hereto; provided, that the parties may amend Schedule 1 hereto by executing and
delivering a revised version of Schedule 1 and attaching such revised version to this Agreement. Neither the waiver by either of the parties
hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement
or to exercise any right or privilege hereunder, shall thereafter by construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or
privileges hereunder. 


        10.8    Headings.    Section and subsection headings contained in this Agreement are inserted
for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the
provisions hereof. 


        10.9    Governing Law.    This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the District of Columbia not including the choice of law rules thereof. 


        10.10    Entire Agreement.    This Agreement, including  Schedule 1 hereto and the Employee Agreement, constitute the
entire agreement between the parties respecting the employment of Executive, there
being no representations, warranties or commitments except as set forth herein. 


        10.11    Counterparts.    This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same instrument. 


        10.12    Definitions.    



        "Affiliate" means as to a specified Person any other person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the specified Person. 


        "Agreement" means this Executive Employment Agreement. 


        "Base Salary" is defined in Section 5.1 above. 



        "Beneficial Owner" means a beneficial owner within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. 


        "Cause" means (i) the commission of a felony or a crime involving moral turpitude (specifically excluding felonies or crimes under
any applicable state or federal vehicle code) or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its Subsidiaries or any of their
customers or suppliers, or (ii) recurring violations of material Company rules, regulations policies or any material provisions of this Agreement) after written notice to Executive from the
Company specifically enumerating all of the facts and circumstances constituting the violation, the conduct or action which can be taken by Executive to cure the 



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violation,
and a reasonable opportunity for Executive to take corrective action, or (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries. 


        "Company" means Liquidity Services, Inc. and its successors and assigns. 



        "Date of Termination" means (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's
death; (ii) if the Executive's employment is terminated because of the Executive's Disability, 30 days after Notice of Termination; (iii) if the Executive's employment is terminated by
the Company for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination; or (iv) if the Executive's employment is terminated during the Employment Period
other than pursuant to Section 7, the date on which Notice of Termination is given. 



        "Disability" means the Executive's inability to perform all of the Executive's duties hereunder by reason of illness, physical or mental
disability or other similar incapacity, as determined by a competent medical doctor appointed by the Reporting Officer after a complete and thorough medical examination and evaluation, which inability
shall continue for more than three consecutive months or for such shorter periods that when aggregated exceed six (6) months in any twelve (12) month period. 


        "Effective Date" means the date as of which this Agreement is executed as set out above. 



        "Employee Agreement" is defined in Section 9 above. 


        "Employee Period" is defined in Section 2 above. 


        "Good Reason" means (i) the Company's failure to perform or observe any of the material terms or provisions of this Agreement
(including the provisions of Schedule 1) or the Employee Agreement, and the continued failure of the Company to cure such default within 30 days after written demand for performance has been
given to the Company by the Executive, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; or (ii) a material
reduction in the scope of the Executive's responsibilities and duties without the written consent of Executive; or (iii) any change to the job title given to Executive without his written
consent; (iv) any reduction in Base Salary or any other benefits provided to Executive hereunder; or (v) any constructive termination of Executive; (vi) any request, instruction,
directive or order, whether direct or indirect, to Executive by the Board, the Company or any executive officer of the Company to perform any act which is unlawful; or (vii) a requirement by
the Company for the Executive to relocate outside of the Washington DC metropolitan region to retain his position without the written consent of the Executive. 



        "Notice of Termination" is defined in Section 7.2 above. 


        "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 


        "Severance Payments"' is defined in Section 8.4 above. 



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        IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove
written. 



	

 	

LIQUIDITY SERVICES, INC.
	

 	

By:	
 	

/s/  WILLIAM P. ANGRICK, III      

	 	 	 	William P. Angrick, III
 Chairman and CEO
	

 	

EXECUTIVE:
	

 	

/s/  ERIC C. DEAN      
 Eric C. Dean






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SCHEDULE 1  


 CERTAIN TERMS OF EMPLOYMENT  


All capitalized but undefined terms in this Schedule shall have the meaning ascribed to them in the Agreement.  



Name: Eric C. Dean 


Position/Title:
Chief Information Officer, Liquidity Services, Inc. and Chief Information Officer, Government Liquidation, LLC 



Duties:
The CIO position will be responsible for establishing the Company's overall technology strategy and implementation; understanding of all business processes and needed to prioritize technology
development, overseeing the in-house development of the Company's internal business applications; supporting the provisioning of the Company's technology resources to support four P&L business units;
it will also include overseeing the procurement, installation, and maintenance of all the Company's hardware and systems (Data Center, LAN/WAN, Phone Systems); and ensuring that the Company conducts
its business in a secure fashion. 


As
the Company's top technology executive, the CIO position is envisioned to play an integral role in the Company's strategic direction, development, and future growth. This position will interact
intensely with the Company's business unit and functional leaders to identify and prioritize technology projects that improve and optimize the Company's online marketplace and services in support of
customer satisfaction and Company growth. 


This
position will be responsible for: 


	(i)
	Managing,
mentoring and growing the Company's technology team;



	(ii)
	Understanding
the growth needs of the business and setting priorities for technology projects with the Division Managers and Senior executive team;



	(iii)
	Understanding
the Company's business processes and proactively suggesting improvements and automation of processes where applicable,



	(iv)
	Supervising
the development and maintenance of the Company's internal software which is 100% web based;



	(v)
	Overseeing
all technology projects from a project management viewpoint;



	(vi)
	Overseeing
all network operations including data center, disaster recovery, security and connectivity;



	(vii)
	Overseeing
all LAN and infrastructure technologies;



	(viii)
	Supporting
necessary documentation and compliance with SOX within the technology function;



	(ix)
	Interface
with clients or prospects in a technical pre-sales and post-sales role; and



	(x)
	Supporting
integration of acquired companies. 




Employment
Term: Three years from the Effective Date 


Reporting
Officer: CEO and Chairman of the Board 


Base
Salary: $250,000 per annum 


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Bonus:
Executive shall be eligible for an annual incentive bonus for every year of the contract; for fiscal year 2008 the annual bonus target is $125,000 based upon the achievement of certain
deliverables or goals as agreed to by the Executive and the Reporting Officer. The Company reserves the right to award a discretionary bonus based on the Executive's performance and contributions. 


Equity
Based Compensation: Executive will receive options (the "Options") to purchase 250,000 shares of the Company's common stock (the  "Common Stock") at a
purchase price (the "Purchase Price") equivalent of the market value on the
granting date. The Options will be granted at the Company's
next Board Compensation Committee meeting pursuant to a stock option agreement based on the Company's standard form for its executives and subject to the Company's Long-Term Omnibus Incentive Plan.
The Options will vest as follows: 25% after the first anniversary of your first date of employment and, thereafter, monthly vesting for the following 36 months. These Options will fully vest in the
event the Executive is terminated without Cause (as defined under this Agreement) following a change in control of the Company, subject to the terms of the Company's 2006 Long Term Omnibus Incentive
Plan. 


Notice
Address: 



	Eric C. Dean

TBD	 	 	 	 
	

COMPANY:	
 	

 	
 	

EXECUTIVE:
	

/s/  WILLIAM P. ANGRICK, III      
 William P. Angrick, III

Chairman and CEO	
 	

 	
 	

/s/  ERIC C. DEAN      
 Eric C. Dean




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Exhibit 10.9


LIQUIDITY SERVICES EXECUTIVE EMPLOYMENT AGREEMENT