Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into as of
September 14, 2009, by and between MDI, Inc., a Delaware corporation (the
"Company"), and Lori Jones, an individual (the "Executive").
RECITALS
WHEREAS, the Company desires to hire Executive and Executive desires to become
employed by the Company; and
WHEREAS, the Company and Executive have determined that it is in their
respective best interests to enter into this Agreement on the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
EMPLOYMENT TERMS AND DUTIES
1.1
EMPLOYMENT.
THE COMPANY, SUBJECT TO BOARD RATIFICATION, HEREBY
EMPLOYS EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT BY THE COMPANY, UPON
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
1.2
DUTIES.
EXECUTIVE SHALL SERVE AS CHIEF FINANCIAL OFFICER AND
SHALL REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER (THE "CEO") OR PRESIDENT AS
DIRECTED BY THE BOARD OF DIRECTORS.
EXECUTIVE SHALL HAVE THE AUTHORITY, AND
PERFORM THE DUTIES CUSTOMARILY ASSOCIATED WITH HER TITLE AND OFFICE TOGETHER
WITH SUCH ADDITIONAL DUTIES OF A SENIOR EXECUTIVE NATURE AND COMMENSURATE WITH
HER TITLE AS MAY FROM TIME TO TIME BE ASSIGNED BY THE CHIEF EXECUTIVE OFFICER.
EXECUTIVE SHALL DEVOTE HER FULL WORKING TIME AND EFFORTS TO THE PERFORMANCE OF
HER DUTIES AND THE FURTHERANCE OF THE INTERESTS OF THE COMPANY AND SHALL NOT BE
OTHERWISE EMPLOYED; HOWEVER, FOR A PERIOD OF NINETY DAYS FROM THE EFFECTIVE DATE
OF THIS AGREEMENT, EXECUTIVE MAY DELIVER CONSULTING SERVICES TO CERTAIN ENTITIES
IN ORDER TO ENSURE A SMOOTH TRANSITION PURSUANT TO EXISTING CLIENT RELATIONSHIPS
BETWEEN EXECUTIVE AND THOSE CERTAIN ENTITIES, PROVIDED DELIVERY OF SUCH SERVICES
SHALL NOT INTERFERE WITH THE PERFORMANCE OF HER DUTIES PURSUANT TO THIS
AGREEMENT.
NOTWITHSTANDING THE ABOVE, EXECUTIVE MAY SERVE AS A DIRECTOR OR
TRUSTEE OF OTHER ORGANIZATIONS, OR ENGAGE IN CHARITABLE, CIVIC, AND/OR
GOVERNMENTAL ACTIVITIES PROVIDED THAT SUCH SERVICE AND ACTIVITIES DO NOT PREVENT
EXECUTIVE FROM PERFORMING THE DUTIES REQUIRED OF EXECUTIVE UNDER THIS AGREEMENT
AND FURTHER PROVIDED THAT EXECUTIVE OBTAINS WRITTEN CONSENT FOR ALL SUCH
ACTIVITIES FROM THE COMPANY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD.
EXECUTIVE MAY ENGAGE IN PERSONAL ACTIVITIES, INCLUDING, WITHOUT LIMITATION,
PERSONAL INVESTMENTS, PROVIDED THAT SUCH ACTIVITIES DO NOT INTERFERE WITH
EXECUTIVE'S PERFORMANCE OF DUTIES HEREUNDER AND/OR THE PROVISIONS OF EXECUTIVE'S
WRITTEN AGREEMENTS WITH THE COMPANY.
1.3
TERM.
THE TERM SHALL COMMENCE ON SEPTEMBER 14, 2009 (THE "START
DATE") AND, UNLESS EARLIER TERMINATED PURSUANT TO THE AGREEMENT, SHALL CONTINUE
UNTIL THE DATE THAT IS ONE (1) YEAR FOLLOWING THE START DATE (THE "INITIAL
TERM").
THE TERM SHALL BE AUTOMATICALLY EXTENDED AT THE END OF THE INITIAL TERM
OR ANY RENEWAL TERM (AS DEFINED BELOW) FOR AN ADDITIONAL TERM OF ONE (1) YEAR (A
"RENEWAL TERM"), UNLESS EITHER THE COMPANY OR EXECUTIVE PROVIDES NOTICE TO THE
OTHER PARTY AT LEAST THIRTY (30) DAYS