Exhibit 99.1
BRAVO! FOODS INTERNATIONAL CORP.
EXECUTIVE COMPENSATION AGREEMENTEMPLOYMENT CONTRACT
This Executive Compensation Agreement is made March 21, 2003, between Bravo!
Foods International Corp. (the Company), a corporation organized and
existing under the laws of the state of Delaware, United States of America,
and Xx. Xxx X. Xxxxxx, an individual residing at 000 Xxxxxxx, Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000(Xxxxxx)
1. Purpose: This Executive Compensation Agreement sets forth the
compensation of Xxxxxx in connection with and for the performance of his
duties as Chief Executive Officer of the Company.
2. Responsibilities: Xxxxxx as Chief Executive Officer shall be subject
to the control and direction of the Board of Directors, and shall have
responsibility for and supervise the overall business and financial aspects
of the Company. These responsibilities will include: financial (profits,
sales, controls, budgets), sales management, marketing, delivery,
administration, operations, etc. Xxxxxx shall report on the status of the
business operations of the Company to the Board of Directors. Xxxxxx shall
not assume any additional consulting or employment positions with other
businesses during the term of this Agreement.
3. Salary: Xxxxxx shall be paid the sum of $220,000 per year commencing
January 1, 2003. This salary will be paid in equal monthly installments and
shall be reviewed at each year-end, commencing December 31, 2003. The
Company shall deduct the appropriate amount of all applicable federal and
state taxes from Xxxxxx'x salary payments, based upon the deductions
supplied to the Company by Xxxxxx.
4. Incentive Bonus Plan: In addition to the annual compensation to be
paid to Xxxxxx, he shall be entitled to participate in an executive
incentive bonus plan, as follows:
4.1 Xxxxxx shall receive a one-time grant of options for 2,000,000
shares of the Company's common stock, as an incentive for Xxxxxx to continue
employment with the Company and for his anticipated future services. These
options shall be vested immediately and shall have a five-year exercise
period. The exercise price of 1,000,000 of such options shall be set at
$0.50 per share and the exercise price of the balance of 1,000,000 of such
options shall be set at $1.50 per share. The Stock Option Agreement between
the Company and Xxxxxx shall govern the detailed terms and conditions for
these options.
4.2 To implement the vote of the Board of Directors made October 25,
2000, Xxxxxx shall receive options for 500,000 shares of the Company's
common stock as follows:
Shares Exercise Price Vesting Term
------ -------------- ------- ----
100,000 $0.75 immediate expire 10/24/05
100,000 $2.00 stock @ $2.00 5 years
100,000 $3.00 stock @ $3.00 5 years
100,000 $4.00 stock @ $4.00 5 years
100,000 $5.00 stock @ $5.00 5 years
4.2 Xxxxxx shall receive a cash bonus payable quarterly equal to
forty percent (40%) of an executive compensation pool funded by ten percent
(10%) of the Company profits calculated quarterly on
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an EBITDA basis. The Company must be profitable on an EBITD A basis both
before and after the establishment of the ten percent executive compensation
pool.
5. Compliance with The Company Policies and Regulations: Xxxxxx will
execute his duties and responsibilities in strict accordance with Company
policies and regulations, approved budgets, and specific directives.
6. Termination and Severance:
6.1 Xxxxxx shall serve as Chief Executive Officer of the Company at
the pleasure of the Board of Directors. Either side may terminate this
Agreement without cause after the expiration of the one (1) year term of
this Agreement by giving three calendar months written notice. Xxxxxx may be
terminated for cause immediately, but only subsequent to five days written
termination notice to Xxxxxx, which notice shall specify the grounds for
termination for cause, and provide for the opportunity for Xxxxxx to address
the Company's Board of Directors with respect to the matters set forth in
the written termination notice. Termination for cause may include, without
limitation, insubordination, moral turpitude, commission of a crime, or
actions that in the judgment of a majority of the Board of Directors are
inconsistent with the position of Chief Executive Officer of a publicly
reporting company.
6.2 If the present senior executive management of the Company
changes and Xxxxxx is terminated without cause by new senior executive
management, Xxxxxx shall be entitled to receive as severance compensation
whatever salary and bonus plan benefits that would have become due to him
for the remainder of the initial term of this agreement, plus an additional
twelve month period, immediately upon such termination. If this agreement is
not renewed as provided in Section 8 herein, Xxxxxx shall be entitled to
receive the salary and bonus plan benefits that would have become due to him
under this Agreement if not terminated, plus an additional six month period,
immediately upon such termination
7. Confidentiality: Xxxxxx agrees and acknowledges that acquired
information and knowledge concerning the business operations of the Company
and its subsidiaries, 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 and its
subsidiaries is confidential and secret (the foregoing hereinafter referred
to as "Confidential Information"). Xxxxxx shall not disclose any
Confidential Information to any person, company, government, or use any
Confidential Information in direct competition with the business of the
Company or any of the Company's subsidiaries at any time during the term of
this Agreement or for a period of one year after termination or expiration
of this Agreement.
8. Commencement and Term: This Agreement is effective with the signing by
both parties below as of January 1, 2003. This contract shall have a one (1)
year term and may be extended by mutual agreement of the parties. As
provided in this document, this Agreement is subject to termination by the
parties upon appropriate notice.
9. Inside Information-Securities Laws Violations: In the course of the
performance of Xxxxxx'x duties, it is expected that Xxxxxx will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
Xxxxxx will not disclose this information directly or indirectly for Xxxxxx
or as a basis for advice to any other party
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concerning any decision to buy, sell, or otherwise deal in the Company's
securities or those of any of the Company's affiliated companies.
10. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: Xxxxxx 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 Xxxxxx, 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.
11. Complete Agreement; Governing Law. This Agreement is subject to and
shall be interpreted in accordance with the laws of Delaware, without choice
of law considerations and cannot be modified except in a writing executed by
the parties herein.
Signatures:
_______________________________ March 21, 2003
Xxx X. Xxxxxx Date
BRAVO! FOODS INTERNATIONAL CORP.
_________________________________ March 21, 2003
Xxxxxxx Xxxxxxxxx Date
Chairman
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