Exhibit 99.2
Bravo! Foods International Corp.
EMPLOYMENT AGREEMENT
This employment agreement (the Agreement) is between Bravo! Foods
International Corp. (the Company), a corporation organized and existing
under the laws of the state of Delaware, United States of America, having a
place of business at 00000 X.X. Xxxxxxx 0, Xxxxx Xxxx Xxxxx, XX 00000 and
Xxxxx X. Xxx, of 000 Xxxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000, and
a citizen of the United States of America (Kee).
1. Position. Kee will assume and perform the duties associated with the
position of Chief Financial Officer for the Company. This Agreement shall
cover and apply to the periods commencing with July 1, 2003 and ending
December 31, 2004
2. Responsibilities. Kee shall have overall responsibilities for the
Company's in connection with the general financial matters of the
corporation including, but not limited to, financial planning, design and
implementation of financial controls, financial analysis of operations and
projections, and otherwise will include the duties and activities of the
Chief Financial Officer of the corporation.
3. Salary. The annual salary for this position shall be US$120,000, paid
in twenty-six equal periodic installments. The Company's Compensation
Committee of the Board of Directors will review this salary at each
contract year-end. The Company shall deduct the appropriate amount of all
applicable federal taxes from Kee's salary payments, based upon the
deduction information supplied to the Company by Kee.
4. Bonus. In addition to the annual compensation to be paid to Kee, he
shall be entitled to participate in an executive incentive bonus plan. This
bonus plan is in addition to and not in lieu of any profit sharing or
pension plan that may be established by the Company for its employees. The
bonus plan shall have the following elements:
(a) Incentive Equity Bonus. Contemporaneous with the execution of
this Agreement, Kee shall receive options for a total of 300,000 shares of
the Company's common stock. These options shall have an exercise of $0.10
per share for the first tranche and market price at vesting for the next
two tranches. These options shall vest, as follows: 100,000 shares shall
vest on July 1, 2003; 100,000 shares shall vest on December 31, 2003 and
100,000 shares shall vest on December 31, 2004. The options shall be
exercisable for a period of five years from vesting, all as set forth in an
option agreement to be executed between the Company and Kee.
(b) Conditions for Options. (i) Provided that, the Options shall vest
only if the Company employs Kee on the applicable Vesting Date. Except as
provided herein, if the Company does not employ Kee on the applicable
Vesting Date, then the option to purchase common shares appurtenant to such
options shall be null and void and Kee shall not have the right or claim to
purchase such common shares. (ii) In the event of a proposed dissolution or
liquidation of the
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Company, a merger or consolidation in which the Company is not the
surviving entity, a sale of all or substantially all of the Company's
assets or capital stock representing the controlling voting interest of the
Company (collectively, a "Reorganization"), these Options shall immediately
vest on the day prior to the effective date of the proposed Reorganization.
5. Corporate Benefits. The Company shall provide the same corporate
benefits (medical, etc.) to Kee as it provides to its other US employees.
6. Compliance with Company Policies and Regulations. Kee will execute
his duties and responsibilities in strict accordance with Company policies
and regulations, approved budgets, and specific directives. Further, Kee
shall be responsible, and accountable, for the employees under his
responsibility to also abide by these policies and regulations. In the
event Kee would be found, among other things, to be failing to perform his
duties as Chief Financial Officer in a competent manner or negligent in his
performance of his responsibilities, including compliance with Company
policies and procedures, he would be subject to termination for cause.
7. Termination. The parties may terminate this employment agreement by
mutual consent. Kee may be terminated for cause, as determined by the Board
of Directors and including the violation of the responsibilities and
standards set forth in Section 6 herein, only subsequent to fifteen days
written termination notice to Kee, which notice shall specify the grounds
for termination for cause, and the opportunity for Kee to address the
Executive Committee of 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 an officer of a
publicly reporting company. If the present senior executive management of
the Company changes and Kee is terminated without cause by new senior
executive management, Kee shall be entitled to receive whatever salary,
benefits and bonus plan benefits that would have become due to Kee for the
six month period following such termination.
8. Confidentiality. Kee agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, 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 or
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). Kee shall not at any time
disclose, or after termination or expiration of this agreement, disclose
any Confidential Information to any person, company, government, or use and
Confidential Information in direct competition with the business of the
Company for a period of one year subsequent to the termination or
expiration of this agreement.
9. Commencement and Term. This agreement is effective with the signing
by both parties below as of July 1, 2003. Except as otherwise provided in
this document, this Contract shall be valid for eighteen months, to
December 31, 2004, and may be extended or renewed upon terms as are agreed
to by the parties.
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10. Inside Information-Securities Laws Violations. In the course of the
performance of Kee's duties, it is expected that Kee will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
Kee will not disclose this information directly or indirectly for Kee or as
a basis for advice to any other party concerning any decision to buy, sell,
or otherwise deal in the Company's securities or those of any of the
Company's affiliated companies.
11. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Kee 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 Kee, 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.
12. Miscellaneous. (a) This agreement is subject to and shall be
interpreted in accordance with the laws of Florida, without choice of law
considerations; (b) This agreement cannot be modified except in writing
executed by the parties.
Bravo! Foods International Corp.
__________________ ___________________________________
Date Xxx X. Xxxxxx, Chief Executive Officer
__________________ ___________________________________
Date Xxxxx X. Xxx
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