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EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
CARIBBEAN CIGAR COMPANY
AND
XXXXXX X. XXXXXXXX
DATED
APRIL 1, 1998
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TABLE OF CONTENTS
EXECUTIVE EMPLOYMENT AGREEMENT
PARAGRAPH PAGE NO.
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1. BACKGROUND ...................................................................................... 1
2. DEFINITIONS...................................................................................... 1
3. EMPLOYMENT....................................................................................... 4
4. RESPONSIBILITIES................................................................................. 4
5. NON-STOCK COMPENSATION AND REIMBURSEMENTS........................................................ 4
6. EQUITY-BASED COMPENSATION........................................................................ 6
7. REGISTRATION RIGHTS.............................................................................. 6
8. TERMINATION ..................................................................................... 7
9. PROPRIETARY INFORMATION.......................................................................... 7
10. INDEMNIFICATION ................................................................................. 8
11. SEVERABILITY .................................................................................... 8
12. ATTORNEYS' FEES.................................................................................. 8
13. HEADINGS ........................................................................................ 9
14. NOTICES ......................................................................................... 9
15. GENERAL PROVISIONS .............................................................................. 9
16. ENTIRE AGREEMENT ................................................................................ 9
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EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is
entered into this 1st day of April, 1998 by and between Caribbean Cigar Company,
a Florida corporation with its principal offices at 0000 X.X. 00xx Xxxxxx, Xxxxx
000 Xxxxx, Xxxxxxx 00000 (the "Company") and XXXXXX X. XXXXXXXX ("Employee"), an
individual, and shall be effective on the Effective Date, as defined below.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements of the parties hereto, the parties do hereby
covenant and agree as follows:
1. BACKGROUND.
A. The Company is engaged in the business of
manufacturing and distributing premium cigars and cigar-related products.
B. The Company desires to secure and retain the
services of Employee in the office of Chief Financial Officer, and such services
are considered by the Company to be valuable with regard to the business of
manufacturing, distributing and retailing premium cigars and cigar-related
products.
C. Employee desires to be in the full and
active employ of the Company in accordance with the terms and conditions herein
set forth, and the Company desires to retain Employee's valuable skills and
services for the benefit of the Company.
2. DEFINITIONS.
As used in this Agreement and the Exhibits, the following
terms shall have the meaning as set forth below, and the parties hereto agree to
be bound by the provisions hereof:
A. BOARD OF DIRECTORS means the Board of
Directors of the Company.
B. CHANGE OF CONTROL means the occurrence of
any of the following events:
(i) Merger or consolidation where the
Company is not the consolidated or surviving company and the surviving or
resulting company does not expressly agree to be bound by and have the benefits
of the provisions of this Agreement, and through which any person or persons
acting in concert (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial holder directly or indirectly of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of Company's then outstanding securities;
(ii) Transfer of all or substantially
all of the assets or stock of the Company and the transferee of the Company's
assets or stock does not expressly agree to be bound by and have the benefits of
the provisions of this Agreement;
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(iii) Change in control of Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 as in effect on the date thereof, provided that, without limitation, such a
change in control shall be deemed to have occurred if: (a) any person or persons
acting in concert (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial holder directly or indirectly of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of Company's then outstanding securities; or, (b) during
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board cease for any reasons to constitute a majority
thereof, unless the election or nomination for election by Company's
shareholders of each new director was approved by a vote of at least two-thirds
of the directors who were directors at the beginning of such period; or
(iv) discontinuation of the business by
Company.
C. COMPANY means Caribbean Cigar Company and
its successors.
D. CONSTRUCTIVE TERMINATION means a termination
of this Agreement resulting from any material failure by the Company to fulfill
its obligations under this Agreement which is not cured within twenty (20) days
after receipt of written notice by the Company from Employee specifying the
nature of the failure, which failure shall include, but shall not be limited to,
(a) removal of Employee, other than removal as a result of a Termination With
Cause or a Voluntary Termination, as Chief Financial Officer of the Company or
any material change by the Company in the functions, duties or responsibilities
of Employee from those in which Employee was engaged as Chief Financial Officer
of the Company on the Effective Date, without the consent of Employee, (b) a
material, non voluntary reduction in Employee's Base Salary and eligibility for
bonus amounts, or (c) the occurrence of a Change of Control. Constructive
Termination shall occur only (A) after receipt by the Company of written notice
from Employee specifying Employee's reasonable belief that an event of
Constructive Termination has occurred, as defined herein, and (B) if Employee
provides such notice to the Company and the Board of Directors within sixty (60)
days after the date of such event. The effective date of Employee's termination
of employment shall be the date specified by the Employee which date must be not
later than sixty (60) days after the giving of the notice specified in the
immediately preceding sentence. Notice by Employee of Constructive Termination
shall not constitute a Voluntary Termination for purposes of this Agreement.
E. EFFECTIVE DATE means April 1, 1998.
F. EMPLOYEE'S CURRENT SALARY means, with
respect to any payment obligation pursuant to this Agreement, an amount equal to
the greater of (i) Employee's current base salary as of the date any
determination of Employee's Current Salary hereunder, plus an amount equal to
the bonus compensation paid to the Employee for the most recent fiscal year,
plus an amount equal to the annualized value of any and all benefits currently
paid to or for the benefit of the Employee; or (ii) Employee's gross income as
reported cumulatively on Employee's Form W-2 and any Form 1099 issued for the
previous calendar year.
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G. INITIAL TERM means the basic term of this
Agreement, which shall be thirty-six (36) months, beginning on the Effective
Date and ending on the date which is thirty-six (36) months following the
Effective Date.
H. PERMANENT DISABILITY means a physical or
mental incapacity or disability which renders Employee incapable of performing
his regular duties hereunder for a period of one hundred twenty (120)
consecutive days, as certified by either Employee's attending physician or a
licensed physician retained by the Company for the purposes of making such
determination.
I. REGISTRABLE SECURITIES means the shares of
common stock of the Company ("Common Stock") held by Employee or his
transferees, or shares of Common Stock hereafter acquired by Employee or which
he hereafter obtains the right to acquire. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when they
have been distributed to the public pursuant to the an offering registered under
the Securities Act or sold to the public through a broker, dealer or market
maker in compliance with Rule 144 under the Securities Act (or similar rule then
in force) or repurchased by the Company. For purposes of this Agreement,
Employee shall be deemed to be a holder of Registrable Securities, and the
Registrable Securities shall be deemed to be in existence, whenever Employee has
the right to acquire directly or indirectly such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such
right), whether or not such acquisition has actually been effected, and Employee
shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder.
J. RENEWAL TERMS means the period, if any,
following the Initial Term during which the Agreement is extended as set forth
in Section 8B.
X. XXXXXXXXX AMOUNT shall have the meaning as
set forth in Section 5C.
L. TERM means the Initial Term and any
Renewal Term.
M. TERMINATION DATE means the following: (w)
with respect to Termination With Cause, the date the Company notifies Employee
in writing of the actions described in Subsection 2P.(i) and the termination of
this Agreement based thereon, or the date which is twenty (20) days after
written notice of violation to Employee pursuant to Subsection 2P.(ii) not cured
by Employee; (x) with respect to the death of Employee, the date of his death;
(y) with respect to Termination Without Cause, the date on which the Company so
terminates Employee; and (z) with respect to Voluntary Termination, the date on
which Employee terminates his employment relationship with the Company.
N. TERMINATION WITH CAUSE means the termination
of this Agreement and the employment relationship of Employee with the Company,
only for the following:
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(i) Any action by Employee constituting
fraud, theft or embezzlement with regard to material property of the Company; or
(ii) Continued neglect by Employee in
fulfilling his duties as Chief Financial Officer of the Company as a result of
alcoholism, drug addiction, nervous breakdown or excessive unauthorized
absenteeism, after written notification from the Board of Directors of such
neglect, setting forth in detail the matters involved and Employee's failure to
cure the problem resulting in such neglect within a reasonable time.
(iii) Continued gross failure by Employee
to fulfill his duties as Chief Financial Officer of the Company after written
notice from the Board of Directors of such failure, setting forth in detail the
matters involved and specifying a reasonable time for cure, which time shall not
be less than sixty (60) days, and a reasonable method, set forth with
specificity, by which Employee may cure such failure.
O. TERMINATION WITHOUT CAUSE means any of the
following:
(i) A termination by the Company of
this Agreement and the employment relationship of Employee with the Company
which is not a Termination With Cause, a Voluntary Termination or a Constructive
Termination, including the expiration of the Term as a result of either party at
the end of the Renewal Term electing to terminate this Agreement;
(ii) After a Change of Control or within
the one hundred and twenty (120) day period immediately prior to the occurrence
of a Change of Control, any termination of this Agreement by the Company because
Employee is determined to have incurred a Permanent Disability or to have died;
(iii) Any alteration or revision in the
corporate position of Employee such that Employee's responsibilities or
compensation are materially reduced or decreased for any reason; or
(iv) Any relocation of Employee by the
Company, not agreed to in a writing by the Employee (which writing must
reference this Agreement), to a location other than metropolitan Miami.
P. TRIGGERING EVENT means a termination of
Employee's employment (i) by the Company during the Term due to a Termination
Without Cause or (ii) a Constructive Termination of Employee's employment with
the Company.
Q. VOLUNTARY TERMINATION means termination by
Employee of his employment with the Company prior to the end of the Term and in
the absence of a Triggering Event. Notice by Employee to the Company of a
failure by the Company to fulfill its obligations under the Agreement pursuant
to Section 2E. shall not constitute a Voluntary Termination for purposes of this
Agreement.
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3. EMPLOYMENT. The Company, through its Board of
Directors, agrees to employ Employee in the office of Chief Financial Officer of
the Company for the Term, and Employee agrees to accept such employment and
office upon the terms and conditions set forth herein.
4. RESPONSIBILITIES. Pursuant to this Agreement, Employee
shall assume the responsibilities, perform the duties, and exercise the powers
as Chief Financial Officer of the Company, as set forth in the Bylaws of the
Company and consistent with the responsibilities, duties and powers exercised by
Employee as Chief Financial Officer of the Company as of the Effective Date and
such other duties as may be assigned from time to time by the Board of
Directors.
5. NON-STOCK COMPENSATION AND REIMBURSEMENTS. The Company
shall pay, and Employee agrees to accept, as partial compensation for services
to be rendered hereunder during the Term, the remuneration described below:
A. ANNUAL SALARY. The Company shall pay
Employee a base annual salary as of the Effective Date of one hundred thousand
dollars ($100,000.00) per year ("Base Salary"), subject to annual increases
which, if granted, shall be effective on the first day of the Company's fiscal
year, as the Board of Directors in its sole discretion deems appropriate in
accordance with the Company's customary procedures regarding the salaries of its
executive officers. Base Salary shall be payable according to the customary
payroll practices of the Company, but in no event less frequently than monthly.
B. BONUSES. In the event the Company adopts an
incentive compensation plan (as determined by its Board of Directors), the
Employee shall be eligible for bonuses subject to the satisfaction of such
performance criteria as may be established pursuant to such plan. During the
Term, Employee shall be entitled to participate in other incentive and/or bonus
cash and equity compensation plans of the Company which provide benefits to
senior officers, as determined by the Board of Directors of the Company.
X. XXXXXXXXX PAYMENTS AND AGREEMENTS.
(i) Upon the occurrence of a Triggering
Event, Employee shall be deemed to have earned the Severance Amount, as defined
below, on the effective date of the Triggering Event. The obligation of the
Company under this Subsection 5.C. shall take the place of any other obligations
of the Company under this Section 5 to pay to Employee for the balance of the
Term Employee's then Base Salary pursuant to Subsection 5.A.
(ii) If a Triggering Event occurs as a
result of a Constructive Termination in connection with a Change of Control, the
Severance Amount shall be an amount equal to one and one-half (1 1/2) multiplied
times Employee's Current Salary.
(iii) If the Triggering Event occurs as a
result of a Termination Without Cause, other than the expiration of the Term as
a result of either party at the end of the
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Renewal Term electing to terminate this Agreement, the Severance Amount shall be
an amount equal to the greater of (i) Base Salary over the remaining term or
(ii) Employee's Current Salary.
(iv) If the Triggering Event occurs as a
result of the expiration of the Term of this Agreement because of the election
of either or both of the parties not to renew the Term, the Severance Amount
shall be an amount equal to Employee's Current Salary.
(v) Any Severance Amount payable
pursuant to this Section shall be paid as follows: (a) fifty percent (50%) of
such amount shall be payable immediately as of the date of the Triggering Event,
and (b) the remaining fifty percent (50%) of such amount shall be paid over the
twelve (12) month period thereafter according to the Company's payroll practices
and procedures in effect at the time of the Triggering Event.
(vi) In addition to receiving payment of
the Severance Amount, upon the occurrence of a Triggering Event, any and all
stock options to purchase shares of the Company which are held by Employee shall
become one hundred percent (100%) vested and immediately exercisable as of the
date of such Triggering Event, and shall be exercisable by the Employee over the
balance of the remaining stated term of any such stock options (which term shall
be the term applicable to the Employee in the absence of termination of
employment), notwithstanding any provision contained in the stock option
agreement to the contrary.
(vii) In the event of termination of
employment hereunder for any reason, the Company shall cause to be immediately
terminated any agreement to which the Employee is a party which shall prohibit
the Employee in any way from selling any of Employee's Common Stock in the
public markets (provided, however, this paragraph shall not obligate the Company
to terminate any restriction applicable to the Employee because the Employee
shall hold "restricted securities" as defined under applicable federal or state
securities laws).
(viii) Any controversy or claim arising
out of or relating to whether termination of Employee's employment is due to a
Triggering Event, or is a Termination With Cause, a Termination Without Cause, a
Constructive Termination or a Voluntary Termination as provided herein, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules
("Rules") of the American Arbitration Association ("AAA"). Arbitration shall be
initiated by a party by giving notice in the manner set forth herein to the
other party of its intention to arbitrate, which notice shall contain a
statement setting forth the nature of the dispute, the amount claimed, if any,
and the remedy sought. The initiating party shall then file a copy or copies of
the notice as set forth under the Rules. Atlanta, Georgia shall be the location
where the arbitration is held. The parties shall agree upon and appoint three
(3) arbitrators in accordance with the Rules within twenty (20) days of the
effective date of notice of arbitration; however, if the parties fail to make
such designation within twenty (20) days, the AAA shall make the appointment.
The determinations of such arbitrators will be final and binding upon the
parties to the arbitration, and judgment upon the award rendered by the
arbitrators may be entered in any such court having jurisdiction, or application
may be made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may
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be. The arbitrators shall apply the laws of the State of Georgia as to both
substantive and procedural questions.
D. INSURANCE AND BENEFITS.
(i) The Company shall allow Employee to
participate in or receive benefits under all employee and executive benefit
plans or arrangements and perquisites of employment, including, without
limitation, plans or arrangements providing for health and disability insurance
coverage, life insurance for the benefit of Employee's beneficiaries, deferred
compensation and pension benefits, and personal financial, investment, legal or
tax advice, all at the highest level that is available through the Company to
other senior officers of the Company subject to the same terms and conditions as
apply to such other senior officers. The Company will bear all costs for the
employee's and employee's family's health care coverage.
(ii) Employee shall be entitled to all holidays
recognized by the Company and vacation time for not less than four (4) weeks per
year (plus such additional time as is available under the vacation policy of the
Company in effect for senior officers) with continuing payment of all
compensation as set forth herein. Employee shall be reimbursed by the Company
for all expenses incurred on behalf of the Company in accordance with the then
current reimbursement policies of the Company. Nothing paid to Employee under
any plan, arrangement or perquisite presently in effect or made available in the
future shall be deemed to be in lieu of the salary and other compensation or
payments paid or payable to Employee under this Agreement.
(iii) In the event of a termination of Employee's
employment with the Company as a result of or in connection with a Triggering
Event, Employee shall be entitled to continue to receive the insurance benefits
set forth above (at the highest level of insurance benefits within the twelve
(12) month period prior to such event) for a twenty-four (24) month period
following the Triggering Event; provided, however, that in the event the Company
is legally prohibited from providing a specified insurance benefit after
termination of employment, it shall provide Employee the economic equivalent
thereof.
6. EQUITY-BASED COMPENSATION. Effective on the date
hereof (the "Date of Grant"), Company shall grant to Employee the right and
option to acquire, for a period of ten years, one hundred eighty seven thousand
five hundred (187,500) shares of the Company's common stock at an exercise price
of one cent (.01) (the "Option"). The Option shall be a non-qualified stock
option issued pursuant to the Company's 1996 Long Term Incentive Plan (the
"Plan"). The Option shall be immediately exercisable and notwithstanding
anything to the contrary in the Plan, shall not terminate after termination of
employment.
7. REGISTRATION RIGHTS.
A. S-8 REGISTRATION. Not later than one hundred
eighty (180) days following the effective date hereof, the Company shall file
with the Securities and Exchange Commission a registration statement on Form S-8
which shall register the shares reserved under the
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Plan, including the Option Shares, and the Company shall take all necessary
action to maintain and keep such registration statement effective at all times
during the term of the Option.
B. PIGGYBACK REGISTRATION. If at any time or
from time to time, the Company shall determine to register any of its securities
for its own account in an underwritten public offering, the Company will:
(i) promptly give to Employee written notice thereof; and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and underwriting, all
the Option Shares (subject to cutback as set forth in this Section 7.B)
specified in a written request made within thirty (30) days after receipt of
such written notice from the Company by Employee.
The right of Employee to registration pursuant to this Section 7. shall
be conditioned upon Employee's participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the extent provided
herein. If Employee proposes to distribute its securities through such
underwriting, Employee shall (together with the Company and any other
shareholders distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 7.B, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter, in its sole discretion, may limit or
exclude the Registrable Securities to be included in such registration. The
Company shall so advise Employee and any other holders distributing their
securities through such underwriting pursuant to piggyback registration rights
similar to this Section 7.B, and the number of shares of Registrable Securities
and other securities that may be included in the registration and underwriting
shall be allocated among Employee and the other shareholders requesting
registration (the "Requesting Shareholders") in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by the
Requesting Shareholders at the time of filing the registration statement.
The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 7.B prior to the effectiveness
of such registration, whether or not Employee has elected to include securities
in such registration.
C. TERMINATION OF REGISTRATION RIGHTS. The
rights of Employee to receive notice and to participate in a registration
pursuant to the terms of Sections 7.A and 7.B shall terminate at the earliest to
occur of (i) the sale by Employee of all Registrable Securities held by
Employee; or (ii) the date on which Employee could sell all remaining
Registrable Securities then held by Employee in any one three-month period under
the terms of Rule 144 or Rule 144(k) under the Securities Act.
8. TERMINATION.
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A. This Agreement will commence on the
Effective Date and shall continue during the Initial Term.
B. In addition to the Initial Term, this
Agreement shall be renewed for additional one (1) year periods (the "Renewal"),
ad infinitum, unless either party gives notice of non-renewal at least one
hundred and eighty (180) days prior to the expiration of the Initial Term or the
then current Renewal Term.
C. During the Term, the Company or Employee may
terminate this Agreement, subject to the terms, conditions and obligations
hereof, by mutual written agreement expressed in a single document signed by
both the Company and Employee.
D. This agreement shall terminate upon the
occurrence of any of the following events:
(i) Permanent Disability of Employee;
(ii) Voluntary Termination by Employee;
(iii) Death of Employee;
(iv) Termination Without Cause;
(v) Termination With Cause; or
(vi) Constructive Termination.
E. Upon termination for any of the foregoing
reasons, Employee shall continue to render services and shall be paid his Base
Salary and benefits up to the Termination Date. Any Severance Amount payable to
Employee is in addition to the regular Base Salary and benefits which Employee
shall receive up to the Termination Date and shall be paid by the Company on the
last date that Employee actually reports to the Company's premises for full time
duties. In the event of such termination, this Agreement shall be deemed
terminated for all purposes except to the extent otherwise herein provided. The
obligations of Employee under Section 9 shall survive termination or expiration
of this Agreement. The obligations of the Company under Section 10, and those
obligations under Sections 5, 6 and 7 that by their terms are to be paid or to
continue after termination of this Agreement, shall also survive such
termination.
9. PROPRIETARY INFORMATION.
A. In performance of services under this
Agreement, Employee may have access to:
(i) information which derives economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and is the
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subject of efforts that are reasonable under the circumstances to maintain its
secrecy (hereinafter "Trade Secrets" or "Trade Secret"); or
(ii) information which does not rise to
the level of a Trade Secret, but is valuable to the Company and provided in
confidence to Employee (hereinafter "Confidential Information").
B. Employee acknowledges and agrees with
respect to Trade Secrets and Confidential Information provided to or obtained by
Employee (hereinafter collectively the "Proprietary Information"):
(i) that the Proprietary Information is
and shall remain the exclusive property of the Company;
(ii) to use the Proprietary Information
exclusively for the purpose of fulfilling the obligations under this Agreement;
(iii) to return the Proprietary
Information, and any copies thereof, in his possession or under his control, to
the Company upon request of the Company, or expiration or termination of this
Agreement for any reason; and
(iv) to hold the Proprietary Information
in confidence and not to copy, publish, or disclose to others or allow any other
party to copy, publish, or disclose to others, in any form, any Proprietary
Information without the prior written approval of an authorized representative
of the Company.
C. The obligations and restrictions set forth
in this section 9. shall survive expiration or termination of this Agreement,
for any reason, and shall remain in full force and effect as follows:
(i) as to Trade Secrets, for so long as
such information remains subject to protection under applicable law;
(ii) as to Confidential Information, for
a period of two (2) years after expiration or termination of this Agreement for
any reason.
D. The obligations set forth in this Section 9
shall not apply or shall terminate with respect to any particular portion of the
Proprietary Information which:
(i) was in Employee's possession, free
of any obligation of confidence, prior to his receipt of the Confidential
Information from the Company;
(ii) is in the public domain at the time
the Company communicates it to Employee, or becomes available to the public
through no breach of this Agreement by Employee; or
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(iii) is received by Employee independently
and in good faith from a third party lawfully in possession thereof and having
no obligation to keep such information confidential.
10. INDEMNIFICATION. The Company shall execute an
agreement in which it agrees to indemnify Employee to the fullest extent
possible under Florida law against and from any loss, liability, claim, damage
or expense (including reasonable legal fees and expenses) suffered or incurred
by Employee to the extent arising from or in connection with Employee's
performance of his duties under this Agreement.
11. SEVERABILITY. If any provision of this Agreement is
held to be invalid or unenforceable by any court of competent jurisdiction, such
holdings shall not affect the enforceability of any other provision of this
Agreement, and all other provisions shall continue in full force and effect.
12. ATTORNEYS' FEES. If a dispute between the parties
arises in connection with this Agreement, the prevailing party as determined
through arbitration or final judgment of a court of competent jurisdiction
(which arbitration or judgment is not subject to further appeal due to the
passage of time or otherwise) shall be entitled to reimbursement from the other
party for reasonable attorneys' fees and expenses incurred by the prevailing
party in connection with the resolution of the dispute.
13. HEADINGS. The headings of the several paragraphs in
this Agreement are inserted for convenience of reference only and are not
intended to affect the meaning or interpretation of this Agreement.
14. NOTICES. All notices, consents, requests, demands
and other communications hereunder shall be in writing and shall be deemed to
have been duly given or delivered if (i) delivered personally; (ii) mailed by
certified mail, return receipt requested, with proper postage prepaid; or (iii)
delivered by recognized courier contracting for same day or next day delivery
with signed receipt acknowledgment to:
(a) To the Company:
Caribbean Cigar Company
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: President
With a copy to:
Xxxxxx, Xxxxxxx & Xxxxxx LLP
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx X. Xxxxxx, XXX
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(x) To Employee:
Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
or at such other address as the parties hereto may
have last designated by notice to the other parties. Any item delivered
personally or by recognized courier contracting for same day or next day
delivery shall be deemed delivered on the date of delivery. Any item mailed
shall be deemed to have been delivered on the date evidenced on the return
receipt.
15. GENERAL PROVISIONS. This Agreement shall be governed
by and construed under the laws of the State of Florida, without giving effect
to its conflict of law principles. The terms of this Agreement shall be binding
upon and inure to the benefit of the Company and its successors and assigns.
Neither party may assign his or its rights and obligations under this Agreement
to any other party.
16. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties hereto, and except as otherwise provided in this
Agreement, supersedes and cancels all previous and contemporaneous written and
oral agreements, including all prior employment agreements between the Company
and Employee and amendments thereto. No amendment or modification of this
Agreement shall be valid or binding unless in writing and signed by the party to
be bound.
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IN WITNESS WHEREOF, the parties hereto have affixed their
seals and executed this Agreement effective as of the date first above written.
By:
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Date:
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EMPLOYEE:
--------------------------------------(SEAL)
Xxxxxx X. Xxxxxxxx, Individually
Date:
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