EXHIBIT 10.19
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of January 1, 1997 by and between NEW WORLD COFFEE, INC., a Delaware
corporation ("Corporation"), and XXXXX X. XXXXXXXXXXX ("Officer").
RECITALS
Corporation desires to continue its employment of Officer as its Vice
President of Real Estate and Officer desires to accept such renewed employment
by Corporation on the terms and subject to the conditions set forth in this
Agreement.
AGREEMENT
1. DUTIES. During the term of this Agreement, Officer agrees to be
------
employed by and to serve Corporation as its Vice President of Real Estate at the
Corporation's headquarters in New York, New York and Corporation agrees to
employ and retain Officer in such capacity. Officer shall be responsible to and
report to the Chief Executive Officer, and shall have such powers and duties as
may from time to time be prescribed by said officer or by the Board of Directors
of the Corporation. Officer shall devote such of his business time, energy, and
skill to the affairs of the Corporation as shall be necessary to perform the
duties of such position. Officer will not render services to others or engage
in any others business directly or indirectly.
2. TERM OF EMPLOYMENT.
------------------
2. 11 BASIC TERM. The term of employment of Officer by Corporation
----------
shall be from the date hereof through June 30, 1998 (the "Expiration Date")
unless terminated earlier pursuant to Section 4 hereof. At any time before June
30, 1998 Corporation and Officer may by mutual written agreement extend
Officer's employment under the terms of this Agreement for such additional
periods as they may agree upon.
3. SALARY, BENEFITS AND BONUS COMPENSATION.
---------------------------------------
3.1 As payment for the services to be rendered by Officer as
provided in Section 1 and subject to the terms and conditions of Section 2,
Corporation agrees to pay to Officer a "Base Salary" at the rate of $112,500 per
annum, payable in equal bi-weekly installments pursuant to the possible increase
in the Corporation's sole discretion based on performance.
3.2 BONUSES. Officer shall be eligible to receive a bonus of up to
-------
30k of Officer's Base Salary for each calendar year (or portion thereof) during
the operative term of this Agreement, based on the attainment of corporate and
individual goals to be established by the Corporation. Such bonus shall be paid
on or before March 31 of the following year.
3.3 STOCK OPTIONS. The Corporation will grant, in the sole
-------------
discretion of the Board of Directors based on the attainment of corporate and
individual goals to be established by the Corporation, to Officer options to
purchase shares of Common Stock pursuant to the Corporation's 1996 Stock Plan at
such market price and in such amount as will established by March 31, 1997.
Subject to Officer's continued employment by the Corporation, such option shall
vest in 25% annual installments over four years on the anniversary date of this
Agreement, and shall contain and be subject to the other terms and conditions of
the Corporation's standard incentive Stock option Agreement.
3.4 BENEFITS. During the term of this Agreement, Officer shall be
--------
eligible to participate in Corporation's medical plan and shall be entitled to
receive life insurance (200% of Base Salary) and disability insurance (60% of
Base Salary) coverage for which premiums will be fully paid by the Corporation.
In addition, Officer shall be entitled to receive an automobile allowance of
$600 per month and reimbursement for all reasonable business expense, including
mileage reimbursement for business travel, upon submission of appropriate
documentation therefor. Officer shall be entitled to three weeks paid vacation
per year, vesting one week for every four months of employment during such year.
4. Termination.
-----------
4.1 As set forth above in paragraph 2.1, this Agreement shall
terminate by its own terms on June 30, 1998 unless extended pursuant to
agreements between the parties. In addition, the term of this Agreement shall
terminate at Officer's death. The term may also be terminated at the
Corporation's option, by notice to you, as a result of your disability (defined
in paragraph 4.2), for cause (defined in paragraph 4.3), or without cause
(defined in paragraph 4.4).
4.2 "Disability" means illness or other physical or mental disability
or incapacity which, in the Corporation's judgment, has substantially prevented
officer from performing Officer's duties during any period of 90 consecutive
days or for 90 days during any period of 180 consecutive days. The Corporation
will have the right to terminate officer's employment as a result of Officer's
disability by giving written notice to Officer not later than 30 days after the
expiration of such 90 day period.
4.3 "For Cause", shall mean termination by Corporation of Officer's
employment by Corporation by reason of (i) Officer's fraud, embezzlement, or
other misappropriation,
(ii) officer's material breach of any terms and conditions of this Agreement as
amended from time to time, (iii) Officer's failure to perform his duties, which
failure is not cured within ten (10) days after the date on which the
Corporation gives you notice of such failure, or (iv) Officer's default of any
obligations under this Agreement, which default is not cured within ten (10)
days after the date on which the Corporation gives you notice of such default.
4.4 "Termination Other Than For Cause" shall mean termination of
employment other than by reason of officer's death, Disability or Voluntary
Termination or For Cause.
4.5 "Voluntary Termination" shall mean termination by Officer of
Officer's employment by Corporation.
4.6 If Officer's employment is terminated due to officer's
death, Disability, Voluntary Termination or by the Corporation For Cause,
Officer shall be promptly paid all accrued salary, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of
Corporation in which officer is a participant to the full extent of Officer's
rights under such plans, accrued vacation pay and any appropriate and documented
business expenses incurred by Officer in connection with his duties hereunder,
all to the date of termination.
5. SEVERANCE COMPENSATION.
----------------------
5.1 SEVERANCE COMPENSATION/BENEFITS. In the event of Officer's
-------------------------------
Termination Other Than For Cause, Officer shall be paid as severance
compensation his Base Salary (at the rate payable at the time of such
termination) until Officer secures other employment, up to a maximum of six
months (the "Severance Period"), on the dates specified in Section 3.1. In
addition, Officer shall receive a continuation of his medical benefits, as set
forth in Section 3.4, during the Severance Period.
5.2 NO SEVERANCE COMPENSATION. In the event of Officer's death,
-------------------------
Disability, Voluntary Termination or the Corporation's termination of his
employment For Cause, Officer or his estate shall not be paid any severance
compensation.
6. COVENANT NOT TO COMPETE OR SOLICIT.
----------------------------------
6.1 NON-COMPETITION. For twelve (12) months after the termination of
---------------
officer's employment for any reason and by either party, Officer shall not
directly or indirectly, without the prior written consent of the Corporation,
engage anywhere within 50 miles of the location of any of the Corporation's
business operations, which are either in operation at that time or are being
considered as prospective sites for operation, in (whether as an employee,
consultant, proprietor, partner, director, officer or otherwise), or have any
ownership interest in (except for ownership of five percent (5%) or less of any
outstanding entity whose
securities are listed on a national securities exchange), or participate in the
financing, operation, management or control of any business enterprise which is
substantially similar to or competes in any substantial respect with the coffee
or bagel business currently engaged in by the Corporation.
6.2 SEPARATE COVENANTS. The covenants contained in Section 6.1 above
------------------
shall be construed as a series of separate covenants, one for each county, city
and state of any geographic area where any business is presently carried on by
the Corporation. Except for geographic coverage, each such separate covenant
shall be identical in terms to the covenant contained in Section 6.1. If, in any
judicial proceeding, a court refuses to enforce any of such separate covenants
(or any part thereof) , then such unenforceable covenant (or such part) shall be
eliminated from this Agreement to the extent necessary to permit the remaining
separate covenants (or portions thereof) to be enforced. In the event that the
provisions of this Section 6 are deemed to exceed the time, geographic or scope
limitations permitted by applicable law, then such provisions shall be reformed
to the maximum time, geographic or scope limitations, as the case may be,
permitted by applicable laws.
6.3 NON-SOLICITATION. For twelve (12) months after the termination of
------------------
officer's employment for any reason and by either party, officer shall not
directly or indirectly employ, solicit for employment, or advise or recommend to
any other person that they employ or solicit for employment, any person whom he
knows to be an employee of the Corporation or any parent, subsidiary or
affiliate of the Corporation.
7. MISCELLANEOUS.
--------------
7.1 CONFIDENTIALITY. Officer agrees that all confidential and
---------------
proprietary information relating to the business, finances or operations of
Corporation shall be kept and treated as confidential both during and after the
term of this Agreement, except as may be permitted in writing by Corporation's
Board of Directors or as such information is within the public domain or comes
within the public domain without any breach of this Agreement.
7.2 WAIVER. The waiver of the breach of any provision of this
------
Agreement shall not operate or be construed as a waiver of any subsequent breach
of the same or other provision hereof.
7.3 ENTIRE AGREEMENT; MODIFICATIONS. Except as otherwise provided
-------------------------------
herein, this Agreement represents the entire understanding among the parties
with respect to the subject matter hereof, and this Agreement superseded any
and all prior understandings, agreements, plans and negotiations, including, but
not limited to, the Employment Agreement entered into by the Corporation and
officer dated March 7, 1996, whether written or oral, with respect to the
subject matter hereof, including without
limitation, any understandings, agreements or obligations respecting any past or
future compensation, bonuses, reimbursements, or other payments to officer from
Corporation. All modifications to the Agreement must be in writing and signed by
the party against whom enforcement of such modification is sought.
7.4 NOTICES. All notices and other communications under this
-------
Agreement shall be in writing and shall be given by telegraph or first class
mail, certified or registered with return receipt requested, and shall be deemed
to have been duly given three days after mailing or 12 hours after transmission
of a telegram to the respective persons named below:
If to the Corporation:
New World Coffee, Inc.
000 X. Xxxxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Executive officer
If to officer:
Xxxxx X. Xxxxxxxxxxx
00 Xxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Any party may change such party's address for notices by notice duly given
pursuant to this Section 5.4.
7.5 HEADINGS. The Section headings herein are intended for reference
--------
and shall not by themselves determine the construction or interpretation of this
Agreement.
7.6 GOVERNING LAW. This Agreement shall be governed by and construed
--------------
in accordance with the laws of the State of New York applicable to contracts
entered into and wholly to be performed within the State of New York by New York
residents.
7.7 SEVERABILITY. Should a court or other body of competent
------------
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and all other provisions of this Agreement shall be deemed valid and
enforceable to the extent possible.
7.8 SURVIVAL OF OBLIGATIONS. Corporation's obligations hereunder
-------------------------
shall not be terminated by reason of any liquidation, dissolution, bankruptcy,
cessation of business, or similar event relating to Corporation. This Agreement
shall not be
terminated by any merger or consolidation or other reorganization of
Corporation. In the event any such merger, consolidation, or reorganization
shall be accomplished by transfer of stock or by transfer of assets or
otherwise, the provisions of this Agreement shall be binding upon the surviving
or resulting corporation or person. This Agreement shall be binding upon and
inure to the benefit of the executors, administrators, heirs, successors and
assigns of the parties provided, however, that except as herein expressly
provided, this Agreement shall not be assignable either by Corporation (except
to an affiliate of Corporation) or by officer.
7.9 COUNTERPARTS. This Agreement may be executed in one or more
--------------
counterparts, all of which taken together shall constitute one and the same
Agreement.
7.10 WITHHOLDINGS. All compensation and benefits to Officer
------------
hereunder shall be reduced by all federal, state, local and other deductions,
withholdings and similar taxes and payments required by applicable law.
IN WITNESS OF, the parties hereto have executed this Agreement as of
the day and year first above written.
NEW WORLD COFFEE, INC.
By:/s/ R. Xxxxx Xxxxxx
----------------------------
Title: CEO
------------------
Officer
/s/ Xxxxx X. Xxxxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxxxx
