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Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into by the undersigned parties
effective the 1st day of October, 1996.
The parties to this Agreement are Xxxxxxx X. Xxxxxx ("Xxxxxx") and
Capital Beverage Corporation ("Capital").
WHEREAS, Xxxx Xxxxxxx, Inc. d/b/a Caribe Beverage ("Caribe") has been
merged into Capital;
WHEREAS, Stella had been the President and Chief Executive Officer of
Caribe;
WHEREAS, Stella has been and is the President and Chief Executive
Officer of Capital;
WHEREAS, prior to the public offering of its common stock by Capital,
Capital wishes to enter into a written employment agreement with Stella and
Stella wishes to enter into a written employment agreement with Capital, the
parties agree to enter into this agreement;
Capital agrees to employ Stella as its President and Chief Executive
Officer ("CEO") in accordance with the terms and conditions set forth below:
1. TERM: Stella will be employed by Capital as the President, Chairman
of the Board of Directors and Chief Executive Officer of Capital for a period
of three (3) years from the aforementioned effective date of this Agreement
("Effective Date").
2. DUTIES AND RESPONSIBILITIES OF EMPLOYEE
Stella will have the following duties and responsibilities as well as
the authority to perform the same:
a. Executive Management of Capital;
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b. Scheduling and chairing of Directors' Meetings; and
c. Reporting to Board of Directors regarding Executive
Management of Capital.
3. BASE SALARY: Capital will pay to Stella the base salary of Three
Hundred Thousand ($300,000.00) Dollars per year payable in equal weekly
payments for the period of three (3) years from the Effective Date.
3.2 ADDITIONAL COMPENSATION: In addition to the base salary, Stella
will receive the following:
a. Stella will participate in whatever executive stock option
plan is agreed upon by the Board of Directors and Stella shall receive stock
options in accordance with such plan(s);
b. Stella will continue to receive the use of a luxury car in
keeping with the past practice of Caribe and Capital, including monthly rental
payments, maintenance, insurance costs and fuel;
c. Capital will continue to maintain in full force and effect
the One Million ($1,000,000.00) Dollar Life Insurance Policy previously
maintained by Caribe and/or Capital on Stella to benefit Stella's heirs in the
event of his death;
d. Capital will continue to maintain in full force and effect
the health and welfare coverage on Stella and his family which was previously
maintained by Caribe and/or Capital or any equivalent coverage through a
different carrier; and
e. In the event that the Board of Directors of Capital approve
a pension plan for its executives and/or employees, Stella will be covered by
and receive benefits from said plan.
4. BUSINESS EXPENSES: Capital shall reimburse Stella for all expenses
reasonably incurred in the performance of his duties under this Agreement
including, but not limited to, travel
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and lodging, entertainment, telephone, professional memberships, attendance at
industry functions, such as the Empire State Beer Distributors Convention,
work-related educational courses and the cost of professional publications,
club memberships, food shows and automobile expenses as set forth above.
5. VACATION POLICY: Stella shall be entitled to paid vacation of four
(4) weeks per year, including vacation during the first year of the contract.
If Stella does not use his four (4) weeks of vacation, he may carry any unused
vacation over to following years.
6. PERSONAL DAYS AND HOLIDAYS: Stella shall be entitled to be
reimbursed for six (6) personal days per year and to sick days in keeping with
Capital's policy regarding executives. Stella shall be entitled to holidays in
accordance with Capital's company policy.
7. LEAVE OF ABSENCE AND BEREAVEMENT LEAVE: Capital will provide Stella
with up to four (4) weeks per year of paid leave time for the use of Stella for
health purposes or for family purposes, if deemed necessary by Stella. Stella
shall be afforded five (5) days bereavement leave in the event of the death of
any member of his family.
8. SEVERANCE: If Stella ceases to be employed by Capital for any
reason, Stella will receive four (4) weeks pay for each year of service with
Caribe and/or Capital. Such payment will be pro-rated for the portion of
Stella's final year of service.
9. DISPUTES AND ARBITRATION
All claims or controversies concerning this Agreement or
arising in any way out of the performance of this Agreement or the relationship
of the parties established pursuant to this Agreement, shall be resolved by
arbitration in the City and State of New York, in accordance with the
Commercial Rules of the American Arbitration Association by a panel of three
arbitrators
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appointed by the American Arbitration Association.
10. ENTIRE AGREEMENT
This written contract contains the entire agreement between the
parties and all prior representations, promises or discussions are merged and
superseded by this written contract.
Capital Beverage Corporation
By: /s/ Xxxxx X. Macchiaralo
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By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
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