Exhibit 4.1(g)
Bravo! Foods International Corp.
EMPLOYMENT AGREEMENT
This employment agreement (the Agreement) is between Bravo! Foods
International Corp. (the Company), a corporation organized and existing
under the laws of the state of Delaware, United States of America, having a
place of business at 00000 X.X. Xxxxxxx 0, Xxxxx Xxxx Xxxxx, XX 00000 and
Xxxxxxx X. Xxxxxxx, of 0000 XX Xxxxxxxxxx Xxx, Xxxx Xxxxx, XX 00000 and a
citizen of the United States of America (Xxxxxxx).
Introduction. Reference is made to a certain employment agreement by
and between the parties, effective June 1, 2000 (the "Prior Employment
Agreement"). Except as otherwise provided herein, this Agreement replaces
and supplants that agreement which, upon the execution of this Agreement,
shall be null and void and of no legal binding effect.
1. Position. Xxxxxxx will assume and perform the duties associated with
the position of Executive Vice President US & International Sales &
Marketing for the Company. This Agreement shall cover and apply to the
periods commencing with January 1, 2002 and ending December 31, 2003.
2. Responsibilities. Xxxxxxx shall have overall responsibilities for
the Company's retail sales and marketing operations. These responsibilities
will include: financial (sales, controls, budgets), sales management,
marketing, delivery, sales administration and sales operations.
3. Salary. The annual salary for this position shall be US$150,000,
paid in twelve equal monthly installments. The Company's Compensation
Committee of the Board of Directors will review this salary at each
contract year-end. The Company shall deduct the appropriate amount of all
applicable federal taxes from Xxxxxxx'x salary payments, based upon the
deduction information supplied to the Company by Xxxxxxx.
4. Bonus. The Company shall establish a bonus plan for Xxxxxxx, for the
2002 and 2003 calendar years. This bonus plan is in addition to and not in
lieu of any Signing Bonus, Annual Bonus or Quarterly Bonus due to Xxxxxxx
under the Prior Employment Agreement with the Company. The bonus plan
shall have the following elements:
(a) First Annual Bonus. Xxxxxxx shall receive as a first annual
bonus the maximum sum of $50,000, to be paid quarterly in the maximum
amount of $12,500 as of the end each contract quarter, commencing with the
contract quarter ending March 31, 2002. The Company, at its option, may
pay this bonus in its common stock at the moving average price of the
common stock during the payment quarter.
(b) Second Annual Bonus. Xxxxxxx shall receive as a second annual
bonus the maximum sum of $50,000, to be paid quarterly in the maximum
amount of $12,500 as of the end each contract quarter, commencing with the
contract quarter ending March 31, 2003. The Company, at its option, may pay
this bonus in its common stock at the moving average price of the common
stock during the payment quarter.
(c) Incentive Equity Bonus. Contemporaneous with the execution of
this Agreement, Xxxxxxx shall receive options for a total of 400,000 shares
of the Company's common stock. These options shall have an exercise price
of $0.40 per share. These options shall vest, as follows: 200,000
shares shall immediately vest upon the execution of this agreement; 100,000
shares shall vest on December 31, 2002; and 100,000 shares shall vest on
December 31, 2003 and shall be exercisable for a period of five years, all
as set forth in an option agreement to be executed between the Company and
Xxxxxxx.
(d) Conditions for Options. (i) Provided that, the Options shall
vest only if the Company employs Xxxxxxx on the applicable Vesting Date.
If the Company does not employ Xxxxxxx on the applicable Vesting Date, then
the option to purchase common shares appurtenant to such options shall be
null and void and Xxxxxxx shall not have the right or claim to purchase
such common shares. (ii) In the event of a proposed dissolution or
liquidation of the Company, a merger or consolidation in which the Company
is not the surviving entity, or a sale of all or substantially all of the
assets or capital stock of the Company (collectively, a "Reorganization"),
these Options shall immediately vest on the day prior to the effective date
of the proposed Reorganization.
5. Corporate Benefits. The Company shall provide the same corporate
benefits (medical, etc.) to Xxxxxxx as it provides to its other US
employees. In addition, the Company shall pay the annual premium for
Xxxxxxx $1,000,000 personal life insurance.
6. Compliance with The Company Policies and Regulations. Xxxxxxx will
execute his duties and responsibilities in strict accordance with Company
policies and regulations, approved budgets, and specific directives.
Further, Xxxxxxx shall be responsible, and accountable, for the employees
under his responsibility to also abide by these policies and regulations.
In the event Xxxxxxx would be found, among other things, negligent in his
performance of his responsibilities, including compliance with Company
policies and procedures, he would be subject to termination for cause.
7. Termination. The parties may terminate this employment agreement by
mutual consent. Xxxxxxx may be terminated for cause only subsequent to
fifteen days written termination notice to Xxxxxxx, which notice shall
specify the grounds for termination for cause, and the opportunity for
Xxxxxxx to address the Executive Committee of the Company's Board of
Directors with respect to the matters set forth in the written termination
notice. If the present senior executive management of the Company changes
and Xxxxxxx is terminated without cause by new senior executive management,
Xxxxxxx shall be entitled to receive whatever bonus plan benefits that
would have become due to Xxxxxxx for the six month period following such
termination.
8. Confidentiality. Xxxxxxx agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company or
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). Xxxxxxx shall not at any time
disclose, or after termination or expiration of this agreement, disclose
any Confidential Information to any person, company, government, or use and
Confidential Information in direct competition with the business of the
Company for a period of one year subsequent to the termination or
expiration of this agreement.
9. Commencement and Term. This agreement is effective with the signing
by both parties below as of January 1, 2002. Except as otherwise provided
in this document, this Contract shall be valid for two years and shall
automatically renew under the same terms and conditions unless thirty (30)
days prior to the expiration date one, or both, of the parties notifies the
other party of the intention to terminate, or modify, this agreement.
10. Inside Information--Securities Laws Violations. In the course of the
performance of Xxxxxxx'x duties, it is expected that Xxxxxxx will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
Xxxxxxx will not disclose this information directly or indirectly for
Xxxxxxx or as a basis for advice to any other party concerning any decision
to buy, sell, or otherwise deal in the Company's securities or those of any
of the Company's affiliated companies.
11. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Xxxxxxx represents and warrants that (a) all payments
under this agreement constitute compensation for services performed and (b)
this agreement and all payments, and the use of the payments by Xxxxxxx, do
not and shall not constitute an offer, payment, or promise, or
authorization of payment of any money or gift to an official or political
party of, or candidate for political office in, any jurisdiction within or
outside the United States. These payments may not be used to influence any
act or decision of an official, party, or candidate in his, her, or its
official capacity, or to induce such official, party, or candidate to use
his, her, or its influence with a government to affect or influence any act
or decision of such government to assist the Company in obtaining,
retaining, or directing business to the Company or any person or other
corporate entity. As used in this paragraph, the term "official" means any
officer or employee of a government, or any person acting in an official
capacity for or on behalf of any government; the term "government" includes
any department, agency, or instrumentality of a government.
12. Miscellaneous. (a) This agreement is subject to and shall be
interpreted in accordance with the laws of Florida, without choice of law
considerations; (b) This agreement cannot be modified except in writing
executed by the parties.
Bravo! Foods International Corp.
s/s Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Chief Executive
Officer
s/s Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
