EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT is by and between Carnegie International Corporation, with an office
and place of business at 000000 Xxxxxxxxxx Xxxxx, Xxxxx 0, Xxxxxx Xxxxx, XX
00000 (hereinafter called "Corporation"), acting herein by its Secretary, duly
authorized by its Board of Directors, and Xxxxxx Xxxxxx of Woodbridge,
Connecticut (hereinafter called "Employee").
Corporation desires to employ Employee as President, Chief Executive Officer and
as a Director of the Corporation under the terms and conditions set forth herein
and Employee desires to be so employed.
NOW, THEREFORE, the parties agree as follows:
1. Employment. Corporation agrees to employ Employee and Employee agrees to be
so employed in the capacity of President and Chief Executive Officer.
2. Term. Employment shall be for a term of two years commencing on May 15,
1997, unless the Employee shall have received written notification from the
Board of Directors of Corporation that this employment agreement will not be
renewed at least 90 days prior to its expiration, then this agreement shall
be extended, without further formalities, on the same terms and conditions.
3. Board of Directors. Employee shall at all times discharge his duties in
consultation with and under the supervision of the Corporation's Board of
Directors and he shall be a Director of the Corporation. In the performance
of his duties, Employee shall make his principal office in such place as the
Corporation's Board of Directors and Employee may from time to time agree.
4. Salary. Corporation shall pay to Employee as compensation for his services
the sum of $100,000.00 per year from May 15, 1997 until September 1, 1997.
Being September 1, 1997 the rate increases to $125,000.00 per year. The
amount shall be paid in equal biweekly installments.
5. Additional Compensation. A performance bonus shall be paid annually. The
bonus will be determined and based upon the net profits of Corporation for
each year.
6. Stock Options. Employee shall have the option of purchasing 400,000 shares
of common stock of the Corporation at bid on the date this agreement is
signed, upon the following terms and conditions. The right to exercise such
option to purchase 150,000 shares of stock to be issued by the Corporation
shall become vested upon execution of this agreement. The right to purchase
150,000 shares shall vest on December 1, 1997 provided this agreement shall
not have been terminated. The right to purchase the remaining 100,000 shares
shall vest on September 1, 1998 provided this agreement shall not have been
terminated. The above shares shall be part of a Qualified Stock Option Plan.
In addition to the foregoing Employee shall have the right to purchase as
additional
500,000 shares to be issued by the Corporation at .10 cents per share upon
the Corporation successfully completing a offering of 5.0 million shares of
Corporation stock or $5,000,000 which ever is lower or achieving $1,000,000
net profit at the end of a fiscal year, these shares will be part of an
Unqualified Option Plan.
In the event that the Corporation or more than 50% of its outstanding shares
shall be sold to one person or entity or Corporation shall merge with
another entity then Employees right to exercise all of the aforesaid options
may be exercised by him upon such sale or merger.
7. Insurance benefits. The Corporation shall maintain insurance programs,
including but not limited to, full medical and dental insurance expense
coverage plans for the benefit of Employee and his family, as well as life
insurance on the life of Employee with beneficiaries designated by him in an
amount equal to at least two times his annual salary. The employee may elect
to have the Corporation reimburse employee for some or all of the above
coverage.
8. Expenses.
a. Reimbursement. The Corporation shall reimburse Employee for all
reasonable and necessary expenses incurred in carrying out his duties
under this agreement. Employee shall present to the Corporation from
time to time an itemized account of such expenses in any form required
by the Corporation.
b. Automobile. The Corporation recognizes the Employee's need for an
automobile for business purposes. It, therefore, shall provide or
reimburse Employee's cost for a leased automobile, including all
related maintenance, repairs, insurance, and other costs. The
automobile shall be of a value not to exceed $35,00.00 or, if of a
greater value, as authorized by the Board of Directors.
9. Termination. This agreement may be terminated for the following reasons:
a. For Cause: Corporation may terminate this agreement for cause because
of Employee's gross and intentional failure to perform the duties of
President and Chief Executive Officer of Corporation.
b. Disability: employer shall have the right to terminate this agreement
on 30 days notice to Employee if, because of mental or physical
disability Employee shall be determined by competent medical authority
to be incapable for a period of 90 days from fully performing any or
all of his obligations as President and Chief Executive Officer of
Corporation. In this event Corporations obligations under this
agreement shall terminate 52 weeks after the determination of such
disability.
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c. Convenience of the Corporation: In the event Employee's employment is
terminated by the Corporation for reasons of convenience to the
Corporation and not due to any cause as provided above, the Corporation
agrees to provide to employee written notice 90 days prior to the
effective date of termination plus one years salary in addition to the
balance of salary due under the terms of this agreement.
10. Additional Agreement. The employee may at its option acquire the rights and
title to the Victoria Station located in Virginia Gardens, Florida on the
following terms and conditions: The employee may elect to apply the monetary
provisions of 9 (b) or 9 (c) to the purchase price. The price shall be equal
to the Companies purchase price for the business plus the deprecated value
of improvements. The price will include all beverage and operating
licensees, lease and equipment free and clear of all debts. The balance of
the purchase price (the difference between the compensation due under
provisions 9 (b) or 9 (c)) will be in the form of a 10 year note at 10%
interest with a 5 year balloon.
11. Indemnity. Corporation shall indemnify Employee and hold him harmless for
all acts or decisions made by him in good faith which performing services
for the Corporation. Corporation shall use its best efforts to obtain
insurance coverage for him covering his acts or decisions during the terms
of his employment against lawsuits. Corporation shall pay all expenses
including attorneys fees actually and necessarily incurred by employee in
connection with the defense of such act or decision in any suit or
proceeding and in connection with any related appeal including the cost of
settlement.
12. Notices. All notices required or permitted to be given under this agreement
shall be given by certified mail, return receipt requested, to the parties
at the following addresses or to such other addresses as either may
designate in writing to the other party:
If to Corporation:
Carnegie International Corporation
If to Employee:
Xxxxxx Xxxxxx
00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
13. Governing Law. This agreement shall be construed and enforced in accordance
with the laws of the State of Maryland.
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14. Entire Contract. This agreement constitutes the entire understanding and
agreement between the Corporation and Employee with regard to all matters
herein. There are no other agreements, conditions or representations, oral
or written, express or implied, with regard thereto. This agreement may be
amended only in writing, signed by both parties.
15. Headings. Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
16. Counterparts. This agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same agreement.
17. Binding Effect. The provisions of this agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns.
In Witness Whereof, Corporation has by its appropriate officers, signed and
affixed its seal and Employee has signed and sealed this agreement.
CORPORATION
ATTEST: Carnegie International Corporation
/s/ BY: /s/ Xxxxx Xxxxx
XXXXX XXXXX, CORPORATE SECRETARY
WITNESS: EMPLOYEE
/s/ BY: /s/ Xxxxxx Xxxxxx
XXXXXX XXXXXX
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AMENDMENT TO EMPLOYMENT AGREEMENT
It is this 30th day of June, 1998 and the Corporation desires to amend the
Employment Agreement now in place with Xxxxxx Xxxxxx as follows:
1. The term of the Employment Agreement is extended through August 30,
2003
2. Commencing September 1, 1998 thru August 31, 1999 Xx. Xxxxxx will be
paid a salary of $150,000/year.
3. Commencing September 1, 1999 thru August 30, 2003 Xx. Xxxxxx will be
paid a salary of $200,000/year.
In all other respects, the Employment Agreement with Xx. Xxxxxx now in place,
shall remain the same.
In Witness Whereof, the Employee and the Corporation has this Agreement.
WITNESS:
/s/ /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Employee
CARNEGIE INTERNATIONAL CORPORATION
/s/ /s/ E. Xxxxx Xxxxx
By: E. Xxxxx Xxxxx, Chairman
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