EMPLOYMENT AGREEMENT
AGREEMENT made as of this ___ day of February, 2001, by and
between MERIDIAN USA HOLDINGS, INC., a Florida corporation, with its principal
office located at 0000 X.X. 0xx Xxxxxx, Xxxx Xxxxx, XX 00000 (the "Corporation")
and XXXX XXXXXXXXX, residing at 00 Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in the business of
producing and selling syrups, beverages and other food products through
wholesale, retail and food service channels; and
WHEREAS, the Corporation desires to employ the Employee, and
the Employee desires to be employed by the Corporation, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual promises and covenants contained herein, the parties agree as
follows:
1. TERM OF EMPLOYMENT. The term of this Agreement shall
commence on the first business day of February 2001 and continue until and
unless terminated by either party pursuant to Paragraph 6 hereof (the "Term").
2. EMPLOYMENT, DUTIES AND ACCEPTANCE.
(a) The Corporation hereby employs the Employee
as Project Director - Chocolate Drink Project to render full-time services to
the business and affairs of the Corporation, subject to the direction of the
Board of Directors and the President of the Corporation, and to the policies,
business plans and budgets from time to time adopted by the Board. In connection
therewith, the Employee shall perform such duties as he is reasonably directed
or requested to perform by the Board or the President.
(b) Employee's responsibilities shall consist of
the design and development of a program for the formulation, manufacture,
bottling, labeling, marketing, sale and distribution of sugared and
no-sugar-added ready-to-drink chocolate drinks, and assisting the Corporation in
the implementation of that program. It is the objective of Employee's employment
to enable the Corporation to bring a ready-to-drink chocolate drink product to
the market within ________ months of the date hereof.
(c) The Employee hereby accepts such employment
and shall exercise his best efforts, judgment, skill and talents in the business
and interests of the Corporation, and shall perform such duties and services
conscientiously and to the full extent of his abilities, and shall not engage in
any other business activity, whether or not for profit, or be otherwise
employed, without the prior written consent of the President of the Corporation.
3. COMPENSATION.
(a) Salary. In consideration for the Employee's
services to the Corporation hereunder, the Corporation shall pay to the Employee
a salary of five thousand dollars ($5,000) per month, payable at the end of each
month during the Term commencing with February 2001, in accordance with the
Company's standard payroll policies for employees.
4. STOCK OPTION BONUS: As additional compensation hereunder, the Corporation
shall issue to Employee options under its Stock Incentive Plan to purchase
50,000 shares of its Common Stock at the price of $.01 per share in accordance
with the Stock Option Agreement annexed hereto. Such options shall not be
exercisable unless and until Employee has completed three (3) months of
employment hereunder without the Company exercising its right to terminate this
Agreement under P. 6 hereof.
5. EXPENSES. The Corporation shall reimburse the Employee for all reasonable
expenses actually incurred by him in furtherance of the performance of his
services hereunder, against vouchers or other proof of expenditures. No expenses
in excess of $1,000 per item shall be reimbursed unless authorized in advance by
the President of the Corporation. Expenses will be reimbursed within fifteen
(15) days after the end of the month in which vouchers are submitted to the
Corporation.
6. TERMINATION.
(a) Termination for Cause: The Corporation may terminate Employee's
employment hereunder upon 15 days prior written notice due to:
(i) insubordination;
(ii) disloyalty;
(iii) misconduct; or
(iv) the physical or mental inability of the Employee to
perform his normal and customary duties and services hereunder for a period of
90 consecutive days or an aggregate of 120 days during any 12 month period
during the Term of this Agreement; provided, however, that no termination shall
be deemed for cause under this paragraph unless the Employee shall first have
received written notice from the Corporation advising the Employee of the
specific acts or omissions alleged to constitute the failure to perform his
duties or the breach of a material provision, and such failure or breach is not
remedied within 15 days after such notice.
(b) Notwithstanding the foregoing, either party may terminate this
Agreement and Employee's employment hereunder at any time during the Term upon
thirty (30) days written notice sent in accordance withP. 8 below.
7. RESTRICTIVE COVENANTS.
(a) The Employee acknowledges that the Corporation's business is
based largely on certain confidential information, including, but not limited
to, lists of employees, and other records of the Corporation acquired, collected
and classified as a result of a substantial outlay of money; that the trade and
goodwill of the Corporation with its clients has been established at a
substantial cost to, and great effort on the part of, the Corporation; that
irreparable damage will result to the Corporation if such lists, records or
information are obtained or used by any other person or competitor of the
Corporation, or if said goodwill is diverted from the Corporation; and that his
employment is being obtained and is based upon the trust and confidence reposed
by the Corporation in the Employee with respect to the proper use of such lists,
records and information solely for the Corporation's benefit. The Employee
further acknowledges that such employment affords him an opportunity to develop
favorable relations with clients of the Corporation and access to such
confidential lists, records and information concerning the Corporation's
business. In consideration thereof, and in consideration of his employment by
the Corporation, during the period of his employment and, in the event that the
Employee voluntarily resigns his employment, for a period of six (6) months
after the termination thereof ("Noncompetition Period"), the Employee will not,
except on behalf of the Corporation, directly or indirectly, engage for his own
account or become or be interested in or associated with any person,
corporation, firm, partnership or other entity whatsoever, directly or
indirectly engaged in direct competition to the business of the Corporation in
the United States in the sale of the products the same as or substantially
similar to the products developed by Employee on behalf of the Corporation
during his employment.
(b) The Employee further agrees that during the Noncompetition
Period he will not, directly or indirectly, sell or solicit sales for any
products the same as or substantially similar to those sold by the Corporation
during the period of employment hereunder, to or from any customer who at any
time during the Noncompetition Period purchased such products from the
Corporation.
(c) In view of the fact that the services that the Employee renders
for the Corporation will bring him into close contact with many confidential
affairs of the Corporation and its affiliates and parent company, including
matters of a business nature, such as information about costs, profits, markets,
sales, lists of past, current and prospective clients, price lists, lists of
employees and other information not readily available to the public, and plans
for future developments, during his employment hereunder and thereafter, the
Employee shall not disclose to any person, corporation, firm, partnership or
other entity whatsoever (except the Corporation, its parent company, or any of
its affiliates), or any officer, director, stockholder, partner, associate,
employee, agent or representative of any such partnership, firm or corporation,
any confidential information or trade secrets of the Corporation, its
subsidiaries or affiliates learned by him at any time during the term of this
Agreement, and that the Employee will promptly deliver to the Corporation upon
termination of his employment hereunder, or at any time the Corporation may so
request, all memoranda, notes, records, reports and other documents (and all
copies thereof) relating to the business of the Corporation, its subsidiaries or
affiliates, which the Employee may then possess or have under his control.
(d) The Employee acknowledges that he is being employed by the
Corporation primarily in reliance upon his covenants and assurances contained in
Paragraph 7 hereof, and the Corporation and the Employee acknowledge that a
violation of the foregoing restrictive covenants will cause irreparable injury
to the Corporation, and that the Corporation shall be entitled, in addition to
any other rights and remedies they may have, at law or in equity, to an
injunction enjoining and restraining the Employee from doing or continuing to do
any such act and other violation or threatened violation of this Paragraph 7.
(e) In the event that any action, suit or other proceeding at law
or in equity is brought to enforce the provisions of this Paragraph 8 or to
obtain money damages for the breach thereof (the "Action"), and such Action
results in the award of a judgment for money damages or in the granting of any
injunction in favor of the Corporation or if the Employee shall prevail, all
expenses, including reasonable attorneys' fees of the prevailing party in such
Action, shall be paid by the party against whom judgment is awarded.
8. NOTICES.
(a) All notices or other communications provided for in, or
permitted under, this Agreement shall be in writing and shall be given by
certified or registered mail with postage prepaid, by hand delivery, by
telecopier or overnight mail service, as follows:
If to the Corporation:
Meridian USA Holdings, Inc.
0000 X.X. 0xx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxx
If to the Employee:
Xxxx Xxxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
or to such other person or address as either party shall specify by notice in
writing to each of the other parties. All such notices and communications shall
be deemed to have been duly given or made (i) when delivered by hand, (ii) five
business days after being deposited in the mail, postage prepaid, (iii) the
first business day after placed in overnight mail service, or (iv) when
telecopied, receipt acknowledged.
9. GENERAL.
(a) This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Florida applicable to agreements
made and to be performed entirely in Florida.
(b) The paragraph headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(c) The foregoing is the entire agreement of the parties with
respect to the subject matter hereof and no representations, inducements,
provisions or agreements, oral or otherwise, not embodied herein, shall be of
any force or effect.
(d) This Agreement may be amended, modified, superseded or canceled,
and the terms, covenants and conditions hereof may be waived only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance.
(e) Should any part of this Agreement for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion,
and any such remaining portion shall continue in full force and effect as if
this Agreement had been executed with the invalid portion eliminated.
(f) Whenever applicable herein, the masculine gender shall be
construed to include the feminine, and words in their singular form shall be
construed to include their plural, and vice versa.
(g) This Agreement shall not be assignable by Employee. The
Corporation may assign this agreement to another entity in the event of a
merger, consolidation or sale of all or substantially all the assets of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
MERIDIAN USA HOLDINGS, INC.
By: ____________________________
XXXX XXXXXXXXXX, President
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XXXX XXXXXXXXX
