Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is being made
as of this 8th day of January, 2007 between iPARTY CORP., a Delaware corporation
(the "Company") and PATRICK FARRELL, an individual residing at 70 Perkins
Street, No. 4, Jamaica Plains, MA 02130 (the
"Executive").
WITNESSETH:
WHEREAS, the Company and the Executive previously entered into an employment
agreement dated as of March 12, 1999, which such agreement was amended and
restated as of November 1, 2000, December 31, 2001 and May 14, 2004 (the "Prior
Employment Agreements"); and
WHEREAS, the Executive has advised the Company that he desires to relocate and
to provide the Company with the time and ability to transition his
responsibilities; and
WHEREAS, the Company and the Executive desire to amend and restate the Prior
Employment Agreements in their entirety as set forth herein.
NOW, THEREFORE, in consideration of the mutual premises and agreements contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1.
TERM OF EMPLOYMENT.
EXCEPT FOR EARLIER
TERMINATION AS PROVIDED IN SECTION 11 HEREOF, THE EXECUTIVE'S EMPLOYMENT UNDER
THIS AGREEMENT SHALL BE FOR A PERIOD COMMENCING ON THE DATE HEREOF AND
TERMINATING ON NOVEMBER 15, 2007.
THE PERIOD COMMENCING ON THE DATE HEREOF AND
ENDING ON MAY 15, 2007 IS REFERRED TO HEREIN AS THE "CONTINUATION PERIOD" AND
THE PERIOD FORM MAY 16, 2007 THROUGH NOVEMBER 15, 2007 IS REFERRED TO HEREIN AS
THE "TRANSITION PERIOD".
THE CONTINUATION PERIOD AND THE TRANSITION PERIOD ARE
COLLECTIVELY REFERRED TO HERE AS THE "EMPLOYMENT TERM".
2.
DUTIES, RESPONSIBILITIES AND POSITIONS.
(A)
DURING THE EMPLOYMENT TERM, SUBJECT TO A
PERMITTED CHANGE (AS DEFINED BELOW) THE EXECUTIVE SHALL SERVE AS THE PRESIDENT
AND CHIEF FINANCIAL OFFICER OF THE COMPANY AND ITS SUBSIDIARY, IPARTY RETAIL
STORES CORP., AND IN SUCH OTHER POSITIONS THAT HE MAY BE APPOINTED TO BY THE
BOARD FROM TIME TO TIME, AND PERFORM ALL DUTIES AND ACCEPT ALL RESPONSIBILITIES
INCIDENTAL TO SUCH POSITION OR POSITIONS, INCLUDING WITHOUT LIMITATION ACTING AS
THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER OF THE COMPANY FOR ITS 2006
FISCAL YEAR.
THE EXECUTIVE SHALL REPORT TO THE CHIEF EXECUTIVE OFFICER (THE
"CEO") OF THE COMPANY AND SHALL ALSO COOPERATE FULLY WITH THE BOARD OF DIRECTORS
OF THE COMPANY (THE "BOARD") AND OTHER EXECUTIVE OFFICERS OF THE COMPANY.
AS
USED HEREIN A "PERMITTED CHANGE" SHALL MEAN THE APPOINTMENT BY THE COMPANY OF A
PERSON OR PERSONS AS PRESIDENT AND/OR CHIEF FINANCIAL OFFICER OF THE COMPANY
AND/OR IPARTY RETAIL STORES CORP.
AT ANY TIME DURING THE EMPLOYMENT TERM THAT
THE EXECUTIVE IS NOT THE PRESIDENT AND/OR CHIEF FINANCIAL OFFICER OF THE COMPANY
OR IPARTY RETAIL STORES CORP. HE SHALL BE A SPECIAL ADVISOR TO THE CEO.
(B)
UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON,
THE EXECUTIVE SHALL IMMEDIATELY RESIGN FROM ANY OTHER OFFICE OR OFFICES WITHIN
THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY THAT THE EXECUTIVE MAY THEN HOLD,
AND FROM THE BOARD AND THE BOARD OF DIRECTORS