Vice President-finance Employment Agreement

EXHIBIT 10.8


TUSCANY, INC.


EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is made and entered into as of January 1, 1997, by and between Tuscany, Inc. ("Employer"), and Chris Mueller ("Employee").


For good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, the parties agree as follows:


1. Term of Agreement. Employer and Employee agree that the Employee will be employed by Employer until December 31, 1999, unless employment is sooner terminated as provided herein. This Agreement shall be automatically renewed for succeeding terms of one (1) year, unless at least ninety (90) days prior to the expiration of any term, either party gives written notice to the other of that party's intention not to renew this Agreement.


2. Position and Duties


2.1 Employer and Employee agree that Employee will be employed as the Executive Vice President - Finance and Treasurer of Employer and that, in this capacity, Employee's responsibilities will include providing overall leadership and management of Employer, subject to the approval and oversight of the Board of Directors.


2.2 It is further agreed and understood that, as the Executive Vice President - Finance and Treasurer of Employer, the hours which Employee is required to work will vary considerably and will sometimes be more than forty (40) hours per week. It is understood and agreed that such work in excess of forty (40) hours per week is a regular and normal part of Employee's responsibilities for which he is compensated, and does not in any way constitute overtime for which Employee is entitled to receive additional compensation.


2.3 In addition to his employment responsibilities, Employee agrees to serve as a member of the Employer's Board of Directors according to the terms and conditions set forth in Employer's Articles of Incorporation and By-Laws. Nothing in this Agreement shall be deemed to limit in any way the right of the shareholders of Employer to take an action or exercise any right in accordance with such instruments or applicable corporate law.


2.4 Employee agrees to devote his full-time efforts to his duties with Employer and further agrees that Employee will not directly or indirectly engage or participate in any activities while employed with Employer that would conflict with the best interests of Employer.


2.5 Employee's obligation to devote his full-time attention and energy to the business of Employer shall not be construed as preventing Employee from investing his assets so long as any such investment will not require any services on the part of Employee in the operation of the affairs of the company(ies) or business(es) in which such investment(s) is (are) made.


3. Employer's Covenants


3.1 Employer agrees to furnish Employee with such equipment, employees and services as are necessary to perform Employee's obligations under this Agreement.


3.2 Employer agrees to reimburse Employee for all reasonable business expenses incurred by Employee while on Employer's business. Employee shall maintain such records as will be necessary to enable Employer to properly deduct such items as business expenses when computing Employer's federal income tax.


4. Compensation


4.1 For all services rendered by Employee under this Agreement (exclusive of directors' fees, if any), Employer shall pay Employee a salary of Sixty Thousand Dollars ($60,000) per year. Employee shall be paid this salary on the same basis as other employees of Employer, minus all lawful and agreed upon payroll deductions.


4.2 Employer and Employee may, from time to time, mutually agree to increase or decrease Employee's annual salary by modifying section 4 in the manner provided in section 11.1 of this Agreement. Any change in regular compensation shall be effective as of the date said Supplemental Agreement is signed by both Employer and Employee or as otherwise provided in such Supplemental Agreement.


4.3 Employer shall, effective on the date hereof, grant to Employee Non-Qualified Options ("Options") to purchase 25,000 shares of Employer Common Stock at an exercise price equal to the price common shares are offered to the public in Employer's contemplated initial public offering in the first quarter of 1997. The Options will vest in equal amounts over three years and will be exercisable for ten years. The Options are exercisable for 90 days after termination and if termination is without cause, options will vest for year in which termination occurs. In addition, all Options will vest in the event of a Change of Control (as defined herein.)


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5. Bonuses


5.1 Discretionary Bonuses. It is understood that Employer's earnings depend largely upon the performance and productivity of Employee. Therefore, Employer shall periodically, but not less frequently than annually, review Employee's services rendered and, in the sole discretion of the Board of Directors of Employer, may award cash bonuses of up to 25% of Employee's annual salary which will recognize Employee's meeting and exceeding goals set by Employee and the Employer.


6. Fringe Benefits


6.1 Incentive Compensation. Employer and Employee agree that, during the term of this Agreement, Employee shall be entitled to participate in all fringe benefits and incentive compensation plans as may be authorized and adopted from time to time by the Employer and for which Employee is eligible, including, for example, any pension plan, profit sharing plan, disability plan, medical plan, group life insurance plan, or other employee benefit plans.


6.2 Sick Leave. Employee shall be entitled to a reasonable number of paid sick leave days during each calendar year of employment. In determining what is a reasonable number of days, the Employer shall take into consideration previous periods of disability, the number of days of sick leave taken in the current year and preceding years, and other factors it deems pertinent. Employer shall be the sole party to determine the reasonableness of Employee's number of sick leave days.


6.3 Parking. Employee shall be provided with a parking space at Employer's expense.


6.4 Insurance. In the event this Agreement is terminated, Employer, upon the request of Employee, shall assign to Employee any insurance policy owned by Employer under which Employee is the insured and which is assignable by the policy terms; provided, however, that if any such policy has a cash surrender value, Employee shall pay the then cash surrender value of such policy to Employer in exchange for its assignment to Employee under this section. Any conversion rights which Employee may have under the terms of any such insurance policy shall survive any termination of this Agreement.


6.5 Vacation. Employee shall be entitled to three (3) weeks' paid vacation per calendar year.


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7. Confidential Information. It is understood and agreed that as a result of Employee's employment with Employer, Employee will be acquiring and making use of confidential information about Employer's business as well as financial information about Employer. Employee agrees that he will respect the confidences of Employer and will not at any time during or within three (3) years following the period of his employment with Employer, directly or indirectly divulge or disclose for any purpose whatsoever or use for his own benefit, any confidential information that has been obtained by or disclosed to Employee as a result of his employment with Employer. Employee may also have signed or be asked to sign an additional agreement regarding confidential information, including trade secrets and inventions. In the event that the provisions of this agreement conflict with the provisions of that additional agreement, Employee understands that he must adhere to the more restrictive agreement.

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