EMPLOYMENT AGREEMENT
EXHIBIT 10.9
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1.
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Introduction. Agreement
made this 23rd day of January 2008, between Harbrew Imports Ltd, a public
company organized and existing by virtue of the laws of the State of
Florida (“Company”), and Xxxxxxx Xxxx XxXxxxx, an individual residing at
00 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000, XXX
(“Employee”)
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2.
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Employment. Company
hereby employs Employee, and Employee accepts
the employment,
subject to and in accordance with the terms and conditions of this
Agreement.
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3.
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Term of Employment.
Employee’s employment will begin on January 1, 2008, and will continue for
a period of five (5) years under this agreement unless the term of this
agreement is extended by a further written agreement of the
parties.
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4.
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Compensation. Company
will pay Employee a salary, per the following
schedule:
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June
2009 - $265,000
June
2010 - $285,000
June
2011 - $305,000
June
2012 - $350,000
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per
year, payable in equal weekly installments and at the end of each week or
in accordance with the company’s current payroll policies. Employees’
compensation shall be increased annually, per the schedule above.
Employee’s compensation shall not decrease during the term of this
agreement, unless agreed by the Employee. Incentive bonus
compensation and stock and or options and the like shall be paid to the
Employee in accordance with Company policies established by the Board of
Directors. In addition if the Company enters into an Agreement and further
sells any brand in the Company’s portfolio, Employee will receive five (5)
percent of such sale upon the sale.
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5.
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Benefits. In
addition to the salary compensation established in paragraph 4 hereof,
Employee shall receive the following
benefits:
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a. Insurance. Medical,
Disability, Dental and other insurance including but notlimited to life
insurance with the benefactors being of the Employee’s choice anddiscretion, as
long as Employee is employed by the Company and at least equal to that presently
received by the Employee.
b. Retirement
Benefits. Employee shall receive retirement benefits in
accordancewith the Company policies established by the Board of
Directors.
c. Automobile. Company
shall furnish to Employee the use of an Automobile inaccordance with the Company
policies, established by the Board of Directors.
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d. Options. The
Company intends to adopt a 2008 incentive and non-qualifiedStock Option Plan
(“the plan”), and the Board of Directors or the Committee, ifgiven the
authority, shall issue Options to the Employee as indicated below. The plan
shall be within the next 180 days from the date of this Agreement upon the
approval of the Plan of holders of the majority of the issued and outstanding
shares. Employee shall receive:
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1)
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A
non-qualified performance option to purchase up to one (1) million
additional Company Common shares at an exercise price of a discount to
market, which shall vest pursuant to the following schedule: Assuming the
Employee is employed by the Company on the vesting dates, 200,000 options
will vest each year for five (5) years on December 31 of each
year.
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2)
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The
Board of the Committee in exercising its unrestricted discretion may grant
such additional options to the Employee each year of the employment term,
as it deems appropriate.
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6.
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Confidential
Information. Employee recognizes and acknowledges by reason of
Employees employment by and service to the Company before, during, and, if
applicable after the Employment Term, Employee will have access to certain
confidential and proprietary information relating to the Company’s
business, which may include, but is not limited to, trade secrets, trade
“know-how”, product development techniques and plans, formulas, customer
lists and addresses, financing services, funding programs, cost and
pricing information, marketing and sales techniques, strategy and
programs, computer programs and software and financial information
(collectively referred to as “ Confidential Information”). Employee
acknowledges that such Confidential Information is a valuable and unique
asset of the Company and Employee covenants that he will not, unless
expressly authorized in writing by the Company, at any time during the
course of Employee’s employment use any Confidential Information, or
divulge or disclose any Confidential Information to any person, firm or
Corporation except in connection with the performance of Employee’s duties
for the Company and in a manner consistent with the Company’s policies
regarding Confidential Information. Employee also covenants that at any
time after the termination of such employment, directly or indirectly, he
will not use any Confidential Information or divulge or disclose any
Confidential Information to any person, firm or Corporation, unless such
information is in the public domain through no fault of Employee or except
when required to do so by a Court of law, by any Governmental Agency
having supervisory authority over the business of the Company or by any
administrative or legislative body ( including a committee thereof ) with
apparent jurisdiction to order Employee to divulge, disclose or make
accessible such information. All written Confidential Information
(including, without limitation, in any computer or other electronic
format), which comes into Employee’s possession during the course of
Employee’s employment, shall remain the property of the Company. Except as
required in the performance of Employee’s duties for the Company, or
unless expressly authorized in writing by the Company, Employee shall not
remove any written confidential information from the Company’s premises,
except in connection with the performance of Employee’s duties for the
Company and in a manner consistent with the Company’s policies regarding
Confidential Information. Upon termination of Employee’s employment the
Employee agrees to return immediately to the Company all written
confidential information (including, without limitation, in any computer
or any electronic format in Employee’s possession. As a condition of
Employee’s continues employment with the Company and in order to protect
the Company’s interest in such proprietary information, the Company shall
require Employee’s execution of Confidentiality Agreement and Inventions
Agreement.
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7.
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Employee’s Title and
Duties. Company hires Employee to serve as the CEO of Harbrew
Imports. His duties shall be those designated by the Board of
Directors of the Company, together with any duties that may be incidental
to his principal duties, Pursuant to the terms of the agreement as set by
the Board of Directors. Employee shall also serve as a board member and
“The Chairman of the Board during his employment and shall remain on the
Board if so desired following the term of his employment. The
Employee will serve as a Board member without further compensation, except
to the extent that other members of the Board of Directors are compensated
for their services as such, in which event Employee shall receive like
compensation.
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8.
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Employee’s
Termination. Employee may terminate this Agreement upon
sixty (60) day written notice to Company for any reason, including but not
limited to if Employee is for any reason not re-elected or reappointed to
any position for which he is employed under this
Agreement. Employee shall receive termination benefits as set
forth in Section 14 or as parties may otherwise
agree.
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9.
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Employee to Devote Time To
Company’s Business. Employee will devote a majority of
Employee’s time, attention, and energies to the business of
Company. It is acknowledged and agreed that Employee has other
business interests from time to time that avail themselves to him which he
is permitted to pursue.
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10.
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Office Space and
Secretary. Company will furnish Employee with a private
office, secretary, and any other facilities and services that are adequate
for the performance of Employee’s duties and suitable to Employee’s
position.
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11.
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Reimbursement of
Expenses. Employee may incur reasonable expenses for
promoting Company’s business, including expenses for entertainment,
travel, and similar items. Company will reimburse Employee for
all reasonable, ordinary and expenditures, together with receipts,
vouchers, and other supporting material, subject to Company’s
approval.
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12.
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Vacation. Employee
is entitles to an annual vacation of six (6) weeks at full
pay. Employee will take his annual vacation at such times as
are agreed between Employee and Company, and which do not interfere with
the effective performance of Employee’s duties. If Employee does not use
all his vacation time in any one year, the unused portion may be carried
into subsequent years in accordance with Company
policy.
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3
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13.
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Employee’s Illness or
Incapacity. Employee is entitled to absences because
short term illness or incapacity. In the event the Employee is
absent from work for more than thirty (30) days in any calendar year due
to illness or incapacity any further absence will be deducted from
vacation time. If Employee is absent from work because of illness or
incapacity cumulatively for more the two (2) months in addition to
vacation time in any calendar year Company may terminate this Agreement
upon thirty (30) days written notice to
Employee.
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14.
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Termination of Agreement Upon
Sale or Termination of Business. Despite anything to the
contrary contained in this Agreement, Company or it’s successor in
interest may terminate this Agreement and Employee’s employment with
Company upon ninety (90) days notice to Employee, if any of the following
events occur:
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a.
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Sale of Company’s
Assets. The sale of substantially all of Company’s assets to single
purchaser or group of associated
purchasers;
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b.
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Sale of Company’s
Shares. The sale, exchange, or other disposition in one
transaction of fifty (50) percent of Company’s outstanding
shares;
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c.
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Termination of Company’s
Business. Company’s bona fide decision to terminate its
business and liquidate it’s assets;
or
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d.
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Merger or
Consolidation. The merger or Consolidation of Company in
a transaction in which Company’s shareholders receive less than fifty (50)
percent of the outstanding voting shares of the new or continuing
corporation.
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15.
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Benefits Upon Termination of
Agreement. In the event that this Agreement is
terminated for any of the reasons listed in paragraph thirteen (13) hereof
except the liquidation of Company’s assets and termination of it’s
business, or if this Agreement is terminated by the Board of Directors for
any other reason other then intentional illegal conduct by Employee, then
Employee shall receive termination pay in the amount of two (2) years
salary at the then current salary compensation level which shall be paid
out over the year following termination in the same manner as salary had
been paid during the year prior to termination. During the two
(2) year period the Company shall provide the Employee with Medical,
Dental and any other benefits Employee had during the Employment
Agreement, and shall also include the use of an Automobile during the two
(2) year period in accordance with Section 5
above.
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16.
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Arbitration of
Controversies. Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, will be settled by
arbitration in New York, in accordance with the rules of The American
Arbitration Association. Judgment upon the award rendered may be entered
in any Court having jurisdiction.
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17.
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Waiver of Breach of
Agreement. If either party waives a breach of this
Agreement by the other party, that waiver will not operate or be construed
as a waiver of latter similar
breaches.
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18.
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Company May Assign
Agreement. Company’s rights and obligations under this
Agreement will insure to the benefit of and be binding upon Company’s
successors and assigns and provide notice to the Employee prior to the
effective date of such assignment.
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19.
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Entire
Agreement. This written Agreement represents the entire
Agreement of Company and Employee with respect to the subject matter
hereof, and all prior discussions and negotiations are merged into this
agreement. This Agreement may be altered only by a written agreement
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is
sought.
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20.
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Governing Law. This
Agreement shall be governed by the laws of the State of New York without
respect to principals of conflict of
laws.
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21.
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Counterparts; Facsimile. This
Agreement may be executed in one (1) or more counterparts, each of which
shall for all purposes be deemed to be an original, and all of which taken
together shall constitute one in the same instrument. This Agreement may
be executed by Facsimile with original signatures to
follow.
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IN
WITNESS WHEREOF, the parties have signed this Agreement and it is effective as
of January 23rd 2008.
| ATTEST: | Harbrew Imports | |||
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/s/
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/s/
Xxx Xxxxxxxx
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Secretary
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Xxx
Xxxxxxxx, Director
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| /s/ Xxxx Xxxx | ||||
| Xxxx Xxxx, Director | ||||
| /s/ Xxxxxxx X. XxXxxxx | ||||
| Xxxxxxx X. XxXxxxx, Individually |
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