EXHIBIT 10.22
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FORM OF CADIZ LAND COMPANY, INC./SUN WORLD INTERNATIONAL, INC.
EXECUTIVE OFFICER AND SIGNIFICANT EMPLOYEES EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
into as of_______________, 19_____by and between Sun World
International, Inc., a Delaware corporation (the "Company"), Cadiz Land
Company, Inc. ("Cadiz") and ________________, an individual ("
").
WHEREAS, the Company is a wholly-owned subsidiary of
Cadiz; and
WHEREAS, the Company wishes to employ ________________
and ________________wishes to accept such employment on the terms and
conditions set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. TERM OF EMPLOYMENT. The Company hereby
employs_________________and________________accepts such employment for a
term commencing as of_________________, 19_____ (the "Commencement
Date"), and terminating as provided in Section 6 below (the "Term").
2. DUTIES. ___________________shall be employed as
___________________________of the Company. ______________base of
operations shall be at the Company's___________________operating
division, unless changed by mutual agreement.
However,________________shall also render services at the sites of the
Company's other operating divisions as necessary to properly perform
his/her duties. ________________ duties and responsibilities shall
relate, generally, to the direction of the Company's sales force.
________________shall report to, and take direction from, the Chief
Executive Officer of the Company. ________________shall also perform
such other duties pertaining to the operations of the Company as the
Board of Directors of the Company (the "Board") may from time to time
direct.
3. NECESSARY SERVICES.
a. Performance of Duties. ________________agrees
that he/she will at all times faithfully, industriously and to the best
of his/her ability, experience and talents, perform to the reasonable
satisfaction of the Company all of the duties that may be assigned to
him/her hereunder and shall devote such time to the performance of these
duties as may be necessary therefor.
b. Full-Time Service. During the term of the
Agreement,________________shall be available on a full-time basis to
perform the duties assigned him/her in accordance with paragraph 2
hereof; provided, however, that nothing herein shall preclude
________________from spending a reasonable amount of time in the
management of his/her personal investments or with any charitable or
civic venture with which ________________may be involved as of the date
hereof; and provided, further, that such involvement shall not detract
from the performance of ________________'s duties hereunder.
c. Exclusive Services. ________________ agrees that
during the period of his/her employment,________________shall provide
services exclusively pursuant to this Agreement, and ________________will
not, without the prior written consent of the Company (which consent may be
granted or withheld in the sole and absolute discretion of the Company),
directly or indirectly:
(i) engage in the business of, or own or control
any interest in (except as a passive investor owning less than 10% of the
equity securities of a publicly held company), or act as director,
officer of employee of, or consultant to, any individual, partnership,
joint venture, corporation or other business entity, directly or
indirectly engaged anywhere in the United States, its possessions or
territories, in any business competitive with the business then being
carried on by the Company or any affiliate;
(ii) plan or organize any business activity
competitive with the business or planned business of the Company or its
affiliates, or combine, participate, or conspire with other employees of
the Company or its affiliates or other persons or entities for the purpose
of organizing any such competitive business activity; or
(iii) divert or take away, or attempt to divert
or take away, any of the customers or potential customers of the Company
or its affiliates, either for himself/herself or for any other person,
firm, partnership, corporation or other business entity.
4. BASIC COMPENSATION. Subject to such deductions as the Company
may from time to time be required to make pursuant to law, governmental
regulation or order, the Company agrees to pay to ________________an
initial base salary of $________________per annum, commencing as of the
Commencement Date. Payments shall be made in accordance with the normal
payroll practices of the Company. Such base salary will be subject to
annual adjustment by the Chief Executive Officer of the Company, in
his/her sole and absolute discretion.
________________agrees to accept the foregoing, along with any other
compensation to which ________________may be entitled under Section 5
below, as payment in full for all services rendered by him/her to or for
the benefit of the Company.
5. OTHER COMPENSATION.
a. Stock Options. Concurrently with the execution hereof,
Cadiz shall grant to ________________, for a period of ________________
( ) years from the date hereof (the "Option Date"), the right and option
to purchase ________________theretofore authorized but unissued common
shares of Cadiz at the price of $________________per share, which
represents the market value of Cadiz's common stock upon the Option
Date. The options so granted (the "Options") shall be issued under the
Cadiz 1996 Stock Option Plan (the "Plan") and shall be subject to
vesting, if at all, on the third anniversary of the Commencement Date.
Subject to the foregoing, no Option shall be exercisable until such date
as the stockholders of Cadiz have approved the Plan and have approved an
increase in the authorized capital stock of Cadiz in an amount
sufficient to permit exercise of the Options. It shall be a further
condition to the grant and vesting of any options described in this
paragraph 5(a) that (a) concurrently with the grant of such
options,________________shall provide to Cadiz such written
documentation, including representations and warranties, as Cadiz may
require in order to establish compliance with any applicable state or
federal securities laws, and (b) at the time of vesting,
________________shall be an active employee of the Company.
b. Cash Bonuses.
(i) Initial Bonus. ________________will be entitled to
receive a bonus in the amount of $________________ concurrently with the
execution of this Agreement.
(ii) Discretionary Bonuses. The Company may grant to
________________annual bonuses in further compensation and as special
recognition for his/her services to the Company. Any such bonuses,
which shall not be mandatory, may be granted in accordance with the
Company's employee bonus program.
c. Fringe Benefits. In addition to the compensation set
forth above, ________________shall be entitled to the following
benefits:
i. Vacation, sick leave and personal leave with pay
in accordance with the prevailing policies of the Company;
ii. Medical coverage under the group medical
insurance plan of the Company (or COBRA coverage, at the election of
________________);
iii. Participation in any pension plan maintained
by the Company for the general benefit of its employees;
iv. Use of a Company vehicle in accordance with the
prevailing policies of the Company; and
v. Any other benefits not specifically set forth
herein as may be granted by the Company or Cadiz, in its sole and absolute
discretion.
d. Deduction and Reimbursement. ________________hereby
agrees that the Company may deduct and withhold from the compensation
payable to ________________hereunder any amounts of money required to
be deducted or withheld by the Company under the provisions of any and
all applicable local, state or federal statutes or regulations or any
amendments thereto hereafter enacted requiring the withholding or
deducting of compensation. In the event the Company makes any payments
or incurs any charges for ________________'s account, the Company shall
have the right, and ________________hereby authorizes the Company, to
deduct from any compensation payable to ________________hereunder any
charges so paid or incurred by the Company, but such right of deduction
shall not be deemed to limit or exclude any other rights of credit or
recovery or any other remedies the Company otherwise may have. Nothing
hereinabove set forth shall be deemed to obligate the Company to make
any such payments or incur any such charges. If it is determined that
such deduction is unauthorized, the Company agrees to reimburse
________________promptly, it being understood, however, that
notwithstanding the determination that any deduction was unauthorized,
the making of such deductions shall not be deemed to be a breach by the
Company of any of its obligations to ________________hereunder.
6. TERMINATION.
a. Except as provided in subsection (b) below, this
Agreement shall terminate:
i. At the election of the Company, upon the death or
permanent disability of ________________, "permanent disability" being
defined as any continuous loss of one-half (1/2) or more of the time spent
by ________________in the usual daily performance of his/her duties as a
result of physical or mental illness for a continuous period in excess
of ninety (90) days.
ii. At such time, if any, as the Company ceases to
conduct business for any reason whatsoever.
iii. At the election of the Company, upon the breach
by ________________of any term or condition of this Agreement or upon the
dismissal of ________________by the Company for cause. For purposes of
this Agreement, the Company shall have "cause" to terminate
________________'s employment if he/she (1) engages in one or more acts
constituting a felony; (2) engages in one or more acts involving fraud
or serious moral turpitude; or (3) misappropriates Company assets or
engages in gross misconduct materially injurious to the Company or its
affiliates or subsidiaries.
iv. By the Company at any time upon 180 days'
written notice of termination to ________________, or by ________________
at any time upon 90 days' written notice of termination to the Company.
Such termination may be with or without cause for any reason whatsoever,
whether arbitrary or not, provided, however, that any amount due under
Section 4 hereof shall be prorated as of the date of termination and the
amount so determined to be due and payable hereunder shall be paid
within thirty (30) days after said date of termination to
________________or his/her estate, as applicable. The Company shall
have no further obligation under this Agreement to make any payments to,
or bestow any benefits upon,________________after the date of
termination; provided, however, that termination of this Agreement shall
not affect the right of ________________to exercise any theretofore
vested options granted pursuant to Section 5(a) above.
b. Return of Company's Property. If this Agreement is
terminated for any of the foregoing reasons, the Company may, at its
option, require ________________to vacate his/her offices prior to the
effective date of a termination and to cease all activities on the
Company's behalf. ________________agrees that on the termination of
his/her employment in any manner, he/she will immediately deliver to the
Company all notebooks, brochures, documents, memoranda, reports, price
lists, files, invoices, purchase orders, books, correspondence, customer
lists, or other written or graphical records, and the like, relating to
the business or work of the Company, which are or have been in his/her
possession or under his/her control and which have not been returned to
the Company. ________________hereby expressly acknowledges that all such
materials referenced above are the property of the Company.
c. Public Identification. If this Agreement is
terminated pursuant to any provision of this Section 6,________________shall
immediately and forever thereafter cease to hold himself/herself out to
any person, firm, partnership, corporation or other entity as an
employee, agent, independent contractor or representative of the Company
or of any entity owned by, or affiliated with, the Company.
7. EXPENSES. The Company shall reimburse ________________for
all out-of-pocket expenses incurred by ________________in the performance of
his/her duties hereunder, including, but not limited to, telephone,
travel, and office expenses, all subject to such written guidelines
and/or requirements for verification as the Company may, in its sole and
absolute discretion, establish.
8. CONFIDENTIALITY AND TRADE SECRETS. For purposes of this
Section 8, the term "Company" shall collectively refer to the Company
and any affiliate thereof.
a. Confidential Information. ________________shall keep
in strictest confidence all information relating to the business, affairs,
customers and suppliers of the Company (collectively hereinafter
referred to as "Trade Secrets"), including, among other things but
without limitation, the Company's cost of performing services, pricing
formulae, methods or procedures, and customer lists, which
________________may acquire during the performance of his/her services
and duties hereunder and which is not otherwise generally known to the
public. ________________acknowledges that such Trade Secrets are of
great value, and have been developed and/or acquired at great expense to
the Company, and the Company would not enter into this contract of
employment and such information would not be made available to
________________in ________________'s fiduciary capacity unless the
Company were assured that all such information will be used for the
exclusive benefit of the Company. Accordingly, during the term of this
Agreement, and at all times thereafter, ________________shall not
publish, communicate, divulge, disclose or use, whether or not for
his/her own benefit, any such information without the prior written
consent of the Company. Further, ________________agrees that during the
period of his/her employment, ________________will not, directly or
indirectly, engage in the business of, or own or control any interest in
(except as a passive investor owning less than 10% of the equity
securities of a publicly held company), or act as a director, officer of
employee of, or consultant to, any individual, partnership, joint
venture, corporation or other business entity, directly or indirectly
engaged anywhere in the United States, its possessions and territories,
in any business competitive with the business then being carried on by
the Company; nor will ________________ engage in any such activity
following the termination of his/her employment hereunder (however and
by whomever caused and irrespective or whether or not such termination
is for cause), if the loyal and complete fulfillment by
________________of such activities would demand, inherently, that
________________reveal Trade Secrets.
b. Customer Information. ________________ hereby
specifically agrees that he/she will not utilize any information
concerning the customers of the Company which ________________ acquires
during the term of this Agreement, whether or not the same originated
through ________________'s efforts, for any purpose detrimental to the
business of the Company. Without limitation of the
foregoing,________________agrees that he/she shall not at any time
interfere with any existing contracts of the Company, and further agrees
that he/she shall not engage in business discussions with any person or
entity with whom he/she or the Company are in negotiations at the time
he/she ceases to be an employee of the Company until after such
negotiations have been concluded.
c. Solicitation of Employees. ________________
acknowledges that important factors in the Company's business and operations
are the loyalty and good will of its employees and its customers.
Accordingly, ________________agrees that both during the term of this
Agreement and after the expiration or termination of this Agreement
he/she will not enter into, and will not participate in, any plan or
arrangement to cause any of the Company's employees to terminate his/her
employment with the Company or hire any of such employees in connection with
business initiated by ________________or any other person, firm or
corporation. ________________further agrees that information as to the
capabilities of the Company's employees, their salaries and benefits,
and the other terms of their employment is confidential and proprietary
to the Company and constitutes its valuable trade secrets.
d. Ongoing Obligation. The provisions in this Section 8
shall be binding during ________________'s employment and at all times
thereafter, regardless of the circumstances or reasons for termination
of this Agreement. In the event the provisions in this Section 8 are
more restrictive than permitted by the laws of the jurisdiction in which
enforcement of this provision is sought, such provisions shall be
interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.
9. REMEDY FOR BREACH. ________________ acknowledges that the
services to be rendered by him/her hereunder are of a special, unique
and extraordinary character, which gives this Agreement a peculiar value
to the Company, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law, and a breach by
________________of the provisions of this Agreement will cause the
Company irreparable injury. It is, therefore, expressly acknowledged
that this Agreement may be enforced by injunction and other equitable
remedies, without bond. Such relief shall not be exclusive, but shall
be in addition to any other rights or remedies Company may have for such
breach, and Company shall be entitled to recover all costs and expenses,
including reasonably attorneys' fees, incurred by reason of any breach
of the covenants of this Agreement.
10. LITIGATION AND ATTORNEYS FEES. In the event of any
litigation between the parties hereto in connection with this Agreement or
to enforce any provision or right hereunder, the unsuccessful party to such
litigation shall pay to the successful party therein all costs and
expenses, including but not limited to reasonable attorneys' fees
incurred therein by such successful party, which costs, expenses and
attorneys' fees shall be included as a part of any judgment rendered in
such action in addition to any other relief to which the successful
party may be entitled.
11. GENERAL PROVISIONS.
a. The failure of the Company at any time to enforce
performance by ________________of any provisions of this Agreement shall
in no way affect the Company's rights thereafter to enforce the same,
nor shall the waiver by the Company of any breach of any provision
hereof be held to be a waiver of any other breach of the same or any
other provision.
b. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns of the
Company; provided, however, it is understood and agreed that the
services to be rendered and the duties to be performed by
________________hereunder are of a special, unique and personal nature
and that it would be difficult or impossible to replace such services;
by reason thereof, ________________may not assign either the benefits or
the obligations of this Agreement.
c. ________________shall be considered an employee of
the Company within the meaning of all federal, state and local laws and
regulations governing unemployment insurance, workers' compensation,
industrial accident, labor and taxes.
d. This Agreement is the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes
all prior oral and written agreements and negotiations between the
parties.
e. The headings of the several paragraphs in this
Agreement are inserted solely for the convenience of the parties and are
not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof.
f. This Agreement may not be modified except by a
written instrument signed by all parties hereto.
g. All clauses and covenants contained in this
Agreement are severable, and in the event any of them shall be held to
be invalid by any court, such clauses or covenants shall be limited as
permitted under applicable law, or, if the same are not susceptible to
such limitation, this Agreement shall be interpreted as if such invalid
clauses or covenants were not contained herein.
h. This Agreement is made with reference to the laws
of the State of California and shall be governed by and construed in
accordance therewith. Any litigation concerning or to enforce the
provisions of this Agreement shall be brought in the courts of the
State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
NAME
_______________________________________
Name
THE COMPANY
Sun World International, Inc.
By:________________________________
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
CADIZ
Cadiz Land Company, Inc.
By:_______________________________
Xxxxx Xxxxxxxxx
Chief Executive Officer
