AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Marc C.
Breslawsky, currently residing at 51 Eleven O'Clock Road, Weston, Connecticut
WHEREAS, the Company desires to employ Executive as its Chairman and Chief
Executive Officer upon the terms and conditions set forth herein and Executive
is willing to be so employed;
NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as follows:
1. Term of Employment. Company shall employ Executive under this Agreement,
and Executive hereby accepts such employment, for the period commencing on the
date hereof (the "Effective Date") and ending on the third anniversary hereof,
unless Executive is given notice by Company of its intention to extend or renew
the term of this Agreement within 120 days of the expiration of the initial
term, or unless the Agreement is terminated sooner in accordance with the
provisions of Section 7. The initial term and any renewal term shall be referred
to as the "Term of Employment".
2. Position and Duties. During the Term of Employment:
(A) Executive shall serve as Chairman and Chief Executive Officer of the
Company, and shall have such authority and duties (the "Duties") as may be
assigned to him from time to time by the Board of Directors of Company (the
"Board"), commensurate with such position and title. Executive shall report
solely and directly to the Board.
(B) Executive will devote all of his business time and attention to the
business of the Company in performing such Duties and promoting the interests
and goodwill of the Company.
(C) Executive may serve on corporate, civic or charitable boards or
committees, deliver lectures, fulfill speaking engagements, teach at educational
institutions or manage personal investments, provided in each case that such
activities do not individually or in the aggregate interfere with the
performance of his Duties under this Agreement.
3. Base Salary. Commencing as of the Effective Date, the Company shall pay
Executive an annualized salary of Eight Hundred and Twenty-Five Thousand Dollars
($825,000.00) (the "Base Salary") in accordance with its regular payroll
practices, subject to applicable tax withholding. Base Salary shall be reviewed
at least annually for increase in the discretion of the Board. Base Salary, as
adjusted, shall be considered the new Base Salary for all purposes of this
Agreement and shall not thereafter be reduced.
4. Annual Cash Incentive. Executive shall be eligible for an annual
performance cash bonus ("Annual Bonus") in accordance with the terms of the
Company's Key Employees' Incentive Plan, as it may be amended or restated from
time to time ("KEIP"). With respect to each fiscal year ending during the Term
of Employment, such Annual Bonus shall range from 0% to 130% of the Executive's
then Base Salary (130% being the "Maximum Annual Bonus"), with a target equal
to 70% of the Executive's then Base Salary ( the "Target Annual Bonus"), based
on both the individual performance of the Executive and the Company's
performance all as determined by the Committee in its discretion. To the extent
earned, Executive shall be paid his Annual Bonus at the same time that other
senior-level executives receive their awards.
5. Long-term Incentives.
(A) Option Grant. As an inducement to Executive to enter into this
Agreement, Company shall grant to Executive, as of the date upon which initial
grants are made to other senior executives of the Company (the "Initial Grant
Date"), an Option to purchase shares of Common Stock in an amount to be