EX-10.12



 




Exhibit 10.12




GLOBAL CONSUMER ACQUISITION CORP.




October 1, 2007



Personal and Confidential




Scott LaPorta

308 Laurel Street

San Francisco, CA 94118




          Re:      Terms of Employment



Dear Mr. LaPorta:



Please find attached Exhibit A to this letter,
which sets forth the terms of your employment by
Global Consumer Acquisition Corp. (“GCAC”).



You hereby agree that this letter agreement supersedes
any agreement between GCAC and you prior to
the date hereof. The terms of this letter and the relationship of the parties in connection with
the subject matter of this letter shall be construed and enforced according to the laws of the
State of New York without giving effect to the conflicts of the law rules.



Please confirm that the terms of Exhibit A accurately
sets forth your understanding of our
agreement by signing and returning a copy of this letter to us.




Sincerely,




Jason Ader

Chairman of the Board

Global Consumer Acquisition Corp.




ACCEPTED AND AGREED:



SCOTT LAPORTA


/s/  Scott
LaPorta



 



Dated:   October 1,
2007


ACKNOWLEDGED AND AGREED

(AS TO OPTION GRANT):



HAYGROUND COVE ASSET MANAGEMENT, LLC


/s/  Jason
N. Ader


 



Name:   Jason N. Ader

Dated:   October 1, 2007




 









 








EXHIBIT A




GCAC TERM SHEET




	 	 	 	 	 
	Agreement	 	Employment or Consulting Agreement (the “Agreement”).
Services under the Agreement will include:
	 
	 	 	 	 
	 
	 	•	 	Co-leading the “roadshow” of Global Consumer
Acquisition Corp. (“GCAC”);
	 
	 	 	 	 
	 
	 	•	 	Identifying and discussing acquisition
opportunities with the board of directors of GCAC;
	 
	 	 	 	 
	 

	 	•	 	Leading and managing the identification,
solicitation and evaluation of prospective acquisition
opportunities; and
	 
	 	 	 	 
	 

	 	•	 	Leading and managing the structuring and negotiating
acquisition opportunities.
	 
	 	 	 	 
	Sponsor	 	Hayground Cove Asset Management
(“HCAM”), the sponsor of GCAC
	 
	 	 	 	 
	Title; Board	 	CEO and President and member of the board of directors of GCAC.
Right to appoint another director (to be discussed if
appointee must be deemed “independent” under Amex
rules). Intend to have seven (7) members of the board, with
four (4) independent directors. There will be an audit
committee, compensation committee and nominating
committee the membership of which to be discussed. To the
extent his appointment would be in compliance with SEC and
exchange rules (e.g., independence requirements under
Amex), Mr. LaPorta will appointed as a member of each
of these committees.
	 
	 	 	 	 
	 	 	GCAC expects that Mr. LaPorta
will step down as CEO upon closing a qualified business
combination and for Jason Ader to step down as Chairman of the
Board. Subject to Board approval, GCAC intends to
include Mr. LaPorta as new Chairman of the Board upon
closing a qualifying business combination.
	 
	 	 	 	 
	Parties	 	GCAC, a Delaware special
purpose acquisition corporation formed by HCAM to complete an
IPO the proceeds of which will be used to acquire an operating
business in the consumer products industry, and Scott
LaPorta (or an entity controlled by Scott LaPorta).
	 
	 	 	 	 
	Term	 	Commencing upon August 1, 2007
until the earlier of (i) 2 year after closing of IPO and (ii)
the closing of a qualifying business combination. One year






 









 







	 	 	 	 	 
	 	 	renewal option upon 90-day written notice. The agreement
will be exclusive for the term of the Agreement.
	 
	 	 	 	 
	Equity compensation	 	Option to purchase 475,000 shares at $0.001 per share from
HCAM. The amount of the option will be increased by the amount of shares equal to 10,000
shares for each $10 million of gross proceeds from the exercise of the overallotment
option. The option will only vest upon the following occurring:
	 
	 	 	 	 
	 
	 	•	 	the date that is one year after the completion of a
qualified business combination has passed (the “Trigger
Date”); and
	 
	 	 	 	 
	 
	 	•	 	the appreciation of GCAC’s common share price is
either (i) greater than 1.0x the Russell 2000 hurdle rate on
the Trigger Date, or (ii) if GCAC’s common share price is
below the Russell 2000 hurdle rate on the Trigger Date, the
common share price must have exceeded the Russell 2000
hurdle rate for 20 consecutive trading days thereafter. The
Russell 2000 hurdle rate is defined as the Russell 2000
index performance over the duration of time from the
closing date of the IPO to the Trigger Date.
	 
	 	 	 	 
	 	 	The option will also fully vest if Mr. LaPorta is terminated
from GCAC without cause. If Mr. LaPorta resigns from GCAC
or is terminated from GCAC for cause he will forfeit 50% of
his options under this agreement.
	 
	 	 	 	 
	 	 	In addition, Mr. LaPorta will receive 25,000 founder shares
transferred from HCAM at a purchase price of $0.001 per
share ($25) in connection with his service on the Board of the
Directors. If Mr. LaPorta resigns from GCAC or is
terminated from GCAC for cause he will relinquish the option
above and his 25,000 founders shares will be redeemed by GCAC
at the original $25 purchase price.
	 
	 	 	 	 
	Termination	 	Customary provisions for termination by GCAC
for cause. Customary severance if termination by GCAC without cause or by employee for good reason.	 	 
	 
	 	 	 	 
	Confidentiality	 	Standard.






 









 





	 	 	 	 	 
	Indemnification	 	GCAC will agree to indemnify
Mr. LaPorta for liabilities arising from the services
provided under the Agreement (other than as a result of
fraud, willful misconduct or gross negligence). Customary
D&O insurance will be in place upon closing of the IPO.
	 
	 	 	 	 
	Non-competition; Non-solicitation,
Non-disparagement	 	During Mr. LaPorta’s employment
by GCAC or its affiliates Mr. LaPorta may not, anywhere in or
outside the United States, engage in the investment in
equity securities, whether publicly traded, listed or
otherwise, or the formation or management of or active
participation in any fund, fund of funds or other investment
vehicle or account, other than with respect to amounts owned
by Mr. LaPorta or his spouse or any estate-planning vehicle for
the sole benefit of Mr. LaPorta’s immediate family not
to exceed 1% of the total shares of all classes of
outstanding equity securities of any publicly held entity.

	 
	 	 	 	 
		 	Mr. LaPorta may not, while employed by GCAC or its
affiliates and for a period of two years commencing on his
employment termination date, solicit employees, personnel,
consultants, advisers or contractors of GCAC or its
affiliates to leave GCAC or its affiliates or encourage in any
manner customers or clients of GCAC or its affiliates to
reduce their relationship with GCAC or its affiliates.

	 
	 	 	 	 
		 	
Mr. LaPorta may not, during or after his employment, make any
statements (or participate in the making of any statements)
that denigrate, malign, defame or disparage GCAC or its
affiliates or any of their businesses, assets or employees.
	 
	 	 	 	 
	Restriction on Board Service and Conflicts	 	While employed by GCAC, Mr.
LaPorta will devote all of his
business time and efforts to
the performance of the duties
hereunder and use his best
efforts in such endeavors;
provided, however, that the
foregoing shall not prevent Mr.
LaPorta from services to HCAM
or serving on the board of
directors of non-profit
organizations and, with GCAC’s
prior written approval, serving
on the board of directors of
other for profit entities, so
long as such activities do not
interfere or conflict with the
performance of his duties
hereunder or create a business
conflict or potential business
conflict with GCAC.
	 
	 	 	 	 
	Lock-up Agreement	 	Shares will be locked-up based on lock-up agreement with underwriters with
insiders and founders (customary time period for US SPACs).






 









 





	 	 	 	 	 
	Waiver of Trust	 	Mr. LaPorta will waive all rights, interests and claims to the proceeds of the
IPO and sponsor private placement held in the trust account for the benefit of
the IPO investors (other than as an investor in the IPO).
	 
	 	 	 	 
	Governing Law	 	New York
	 
	 	 	 	 
	Investment in Warrants	 	Mr. LaPorta will make a $1 million investment in warrants of GCAC immediately
prior to the closing of the IPO. The warrants will be purchased at $1 per
warrant. The amount of the investment will need to be disclosed in the
registration stated for the GCAC IPO and, as a result, the amount will need to
be committed as promptly as practicable. This investment will be in addition to
the $5 million purchase of warrants by HCAM. The warrants will be purchased
separately and not in combination with common stock in the form of units. The
terms of the warrants will be exactly the same as the warrants comprising the
units in the IPO. However, the proceeds of the warrants are “at risk” in that
they will be added to the proceeds from this offering to be held in the trust
account pending GCAC’s completion of a business combination. If we do not
complete a business combination that meets the criteria described in the GCAC
prospectus, then the purchase price of the warrants will become part of the
amount payable to our public stockholders upon the liquidation of GCAC’s trust
account and the warrants will become worthless.
	 
	 	 	 	 
	 	 	 In the event Mr. LaPorta’s
employment with GCAC and/or HCAM is terminated, Mr. LaPorta will retain all
rights and economics with respect to the warrants.