Exhibit 10.3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is being made
as of this 14th day of May, 2004 between iPARTY CORP., a Delaware corporation
(the "Company") and DORICE DIONNE, an individual residing at 288 Huron Avenue,
Cambridge, Massachusetts (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive previously entered into an employment
agreement dated as of March 26, 2002 (the "Prior Employment Agreement"); and
WHEREAS, the Company and the Executive desire to amend and restate the Prior
Employment Agreement in its 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.
(A)
EXCEPT FOR EARLIER TERMINATION AS PROVIDED
IN SECTION 11 HEREOF, THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT SHALL BE
FOR A THREE (3) YEAR TERM (THE "EMPLOYMENT TERM") COMMENCING AS OF APRIL 1,
2004.
(B)
ON OR ABOUT SEPTEMBER 30, 2006 THE COMPANY
SHALL PROVIDE THE EXECUTIVE WITH WRITTEN NOTICE REGARDING WHETHER OR NOT THE
COMPANY INTENDS TO SEEK TO EXTEND THE EMPLOYMENT TERM.
A NOTICE WHICH STATES
THAT THE COMPANY INTENDS TO SEEK TO THE EXTEND THE EMPLOYMENT TERM IS REFERRED
TO HEREIN AS A "RENEWAL NOTICE" AND A NOTICE WHICH STATES THAT THE COMPANY DOES
NOT INTEND TO SEEK TO EXTEND THE EMPLOYMENT TERM IS REFERRED TO HEREIN AS A
"NON-RENEWAL NOTICE."
IF THE COMPANY DELIVERS A NON-RENEWAL NOTICE, THE PERIOD
OF TIME FROM THE DATE OF THE DELIVERY OF THE NON-RENEWAL NOTICE TO THE
EXPIRATION OF THE EMPLOYMENT TERM IS REFERRED TO HEREIN AS THE "TRANSITION
PERIOD."
IF THE COMPANY DELIVERS A RENEWAL NOTICE TO THE EXECUTIVE (I) THE
EMPLOYMENT TERM SHALL AUTOMATICALLY BE EXTENDED FOR A PERIOD OF SIX (6) MONTHS
AND (II) THE COMPANY AND THE EXECUTIVE SHALL SEEK TO NEGOTIATE THE TERMS OF A
NEW, MUTUALLY AGREEABLE EMPLOYMENT AGREEMENT.
SUCH SIX (6) MONTH EXTENSION
PERIOD, IF (AND ONLY IF) APPLICABLE, IS REFERRED TO HEREIN AS THE "EXTENSION
PERIOD," AND DURING THE EXTENSION PERIOD, IF (AND ONLY IF) APPLICABLE, ALL
REFERENCES HEREIN TO THE EMPLOYMENT TERM SHALL INCLUDE THE EXTENSION PERIOD.
2.
DUTIES, RESPONSIBILITIES AND POSITIONS.
(A)
DURING THE EMPLOYMENT TERM, THE EXECUTIVE
SHALL SERVE AS SENIOR VICE PRESIDENT - MERCHANDISING OF THE COMPANY AND PERFORM
ALL DUTIES AND ACCEPT ALL RESPONSIBILITIES INCIDENTAL TO SUCH POSITION, AS MAY
BE ASSIGNED TO HER FROM TIME TO TIME.
THE EXECUTIVE SHALL BE SUBJECT AT ALL
TIMES TO THE GENERAL SUPERVISION, ORDERS, ADVICE AND DIRECTION OF THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY.
THE EXECUTIVE SHALL ALSO COOPERATE FULLY WITH
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") AND OTHER EXECUTIVE OFFICERS
OF THE COMPANY.
(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.
(C)
DURING THE EMPLOYMENT TERM,