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EXHIBIT 10.1
JUST TOYS, INC.
20 Livingstone Ave.
Dobbs Ferry, NY 10522
May 23, 2000
Mr. Mehmet Gunduz Yalcin
70 Albee Drive
Braintree, MA 02184
Dear Gunduz:
I am delighted that you have agreed to join Just Toys, Inc. (the
"Company"). This letter confirms our discussions concerning your employment with
the Company.
1. Commencing May 23, 2000, you will be employed as the Company's
Treasurer and Chief Financial Officer.
2. Your base salary will be at the rate of $134,000 per year.
3. You will receive an automobile allowance of $500 per month.
4. Subject to the approval of the Company's Stock Option Committee, you
will receive an option to purchase 15,000 shares of the Company's common stock
under the Company's Stock Option Plan at an exercise price of $1.25. The option
will be for a term of 10 years and will be exercisable as to 1/3 of the shares
each year commencing one year after the date of the grant.
5. You will be eligible to participate in the Company's Bonus Plan as
established and modified from time to time. You will also be entitled to
participate, to the extent you are eligible, in the Company's employee benefits,
including medical and dental insurance, 401(k) and vacation, under the same
terms as the Company's other employees.
6. The Company may terminate your employment for any reason at its sole
discretion at any time. If the Company terminates your employment without cause,
the Company will pay you your base salary in effect at such time and your full
benefits for one month after your date of termination in accordance with the
Company's normal payroll policies.
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Mr. Mehmet Gunduz Yalcin 2 May 23, 2000
7. In the event you desire to terminate your employment with the
Company, you will give the Company a minimum of 30 days notice.
8. Throughout your employment by the Company, you will devote your full
business time, attention, knowledge and skills, to the business of the Company.
During your employment you shall render your services exclusively to the Company
and you will not, directly or indirectly, accept employment or compensation from
or perform services of any nature for, any business enterprise other than the
Company or its affiliates.
9. You will hold in a fiduciary capacity for the benefit of the Company
and its affiliates all information, knowledge and data relating to or concerned
with their operations, sales, business and affairs (except such information as
is generally known in the industry), and you will not, at any time hereafter,
disclose or divulge any such information, knowledge or data to any person, firm
or corporation other than to the Company or its designees or except as may
otherwise be required in connection with the business and affairs of the Company
and its affiliates.
10. Any interests in copyrights, trademarks, patents, patent
applications, inventions, developments and processes which you may develop
during your employment relating to the fields in which the Company is engaged
shall belong to the Company.
11. This agreement shall be governed, interpreted and construed in
accordance with the laws of the State of New York applicable to agreements
entered into and to be performed entirely therein. Any suit, action or
proceeding with respect to this agreement shall be brought exclusively in the
courts of the State of New York or in the United States courts located in New
York County.
12. This agreement constitutes the entire agreement between the Company
and you and supersedes all prior understandings and agreements regarding your
employment by the Company. This agreement shall not be altered or modified
except in writing, duly executed by the parties hereto.
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Mr. Mehmet Gunduz Yalcin 3 May 23, 2000
If this agreement is in accordance with your understanding, please sign
a copy of this letter below under the words "ACCEPTED AND AGREED TO."
Very truly yours,
JUST TOYS, INC.
By: /s/ Jerry Caroll
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Jerry Caroll
Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Mehmet Gunduz Yalcin
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Mehmet Gunduz Yalcin
