EXHIBIT 10.45
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective January 1, 2000, by and between International Fast Food Corporation, a
Florida corporation (the "Company"), and Xxxxxxxx Xxxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company has entered into that certain Assignment and
Assumption Agreement effective December 31, 1991, with Capital Acquisitions,
Inc., a Delaware corporation, pursuant to which the Company acquired certain
rights to develop and operate Burger King restaurants in the Republic of Poland;
and
WHEREAS, the Company desires to employ the Executive for the term
provided herein, and the Executive desires to be employed by the Company for
such term, all in accordance with the terms and provisions herein contained;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. EMPLOYMENT.
-----------
(a) The Company hereby employs the Executive to render services to the
Company as its Chairman of the Board and Chief Executive Officer, and the
Executive hereby accepts such employment, on the terms and conditions contained
in this Agreement.
(b) The Executive shall perform such duties for the Company as may be
determined and assigned to him from time to time by the Company's Board of
Directors (the "Board") which assigned duties shall be consistent with and
appropriate to the positions described above; provided that, with the
Executive's consent, such consent not to be unreasonably withheld, the Board may
delegate certain of the duties and positions to other officers or employees of
the Company or its subsidiaries and affiliates.
(c) The Executive hereby agrees to devote such portion of his business
time, attention and efforts to the performance of his duties hereunder as may be
reasonably required by the Board, it being understood that the Executive has
certain other business interests to which he must devote a portion of his
business time.
(d) The Executive's place of employment during the term of his
employment hereunder shall be in Dade County, Florida or in such other place as
the Company and the Executive shall mutually agree. The Executive acknowledges
that he may be required to travel from time to time in order to carry out his
duties hereunder.
(e) The Executive agrees to accept election and to serve during all or
any part of the Term, as hereinafter defined, as an officer or director of the
Company and any subsidiary of the Company, without any compensation therefor
other than that specified herein, if elected to such position by the
shareholders or by the Board of the Company or of any subsidiary. The Executive
understands that the Company has agreed to use all reasonable efforts to elect
the Executive as a director and officer of the Company, and the Executive agrees
to act in such capacities if elected.
2. TERM.
----
The initial term of this Agreement, and the employment of the Executive
hereunder, shall be for a period commencing on January 1, 2000 and expiring on
December 31, 2002 (the "Initial Term").
3. COMPENSATION PACKAGE.
--------------------
(a) The Executive's minimum annual salary during the first
year of the Initial Term shall be $250,000 per annum, payable by check in
equal bi-weekly installments or in such other periodic installments as may be in
accordance with the regular payroll policies of the Company as from time to time
in effect, less such deductions or amounts to be withheld as shall be required
by applicable law and regulations, provided that for each subsequent year during
the Term, the minimum salary shall be increased by ten percent (10%).
(b) The Executive shall be entitled to participate in Company provided
family medical/dental insurance plans, provided that the policy may have
standard co-insurance and deductible provisions. Should Executive desire to
procure supplemental or alternative insurance policy or policies for himself
and/or his family, the Company will reimburse 75% of the cost thereof.
(c) The Executive shall be entitled to four (4) weeks of paid vacation
during the first year of the Initial Term and 6 weeks of paid vacation during
any subsequent year of the Term. In the event the Executive elects not to take
all or any portion of his vacation, the Company will pay the Executive for each
day of vacation not taken an amount of money equal to the quotient of the
Executive's then current annual salary divided by 260.
(d) The Executive shall participate in all profit sharing plans adopted
by the Company. Additionally, the Executive shall be entitled to receive an
annual incentive bonus as determined by the Board. The annual bonus shall be
paid in cash within 30 days after the Company files with the SEC its Annual
Report on Form 10-K with respect to such year. The incentive bonus shall be
pro-rated for partial years.
(e) The Company shall provide the Executive with an automobile
allowance of $1,250 per month. The Executive shall be responsible for all
associated expenses relating to such automobile, including, without limitation,
insurance, gas and repairs.
(f) The Company shall pay or reimburse the Executive for all reasonable
expenses actually incurred or paid by him in the performance of his duties
hereunder, including travel and entertainment, in accordance with Company policy
and upon the presentation by the Executive of an itemized account of such
expenditures.
(g) The Executive shall be eligible to receive stock option grants
under the Company's stock option plans in the discretion of the Company's board
of directors or option committees under such plans.
4. TERMINATION.
-----------
(a) Notwithstanding anything contained in this Agreement to the
contrary, the Company by written notice to the Executive shall at all times have
the right to terminate this Agreement, and the Executive's employment hereunder,
with or without "Cause", as hereinafter defined. For the purposes hereof,
"Cause" shall be defined to mean any act of the Executive or any failure to act
on the part of the Executive which constitutes:
(i) fraud or embezzlement against the Company;
(ii) conviction of a felony; or
(iii) commission of a crime involving dishonesty.
(b) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement and the Executive's employment hereunder shall be
terminated automatically (i) immediately upon the death of the Executive, and
(ii) if the Executive shall, as the result of mental or physical incapacity,
illness or disability, be unable and fail to perform reasonably his duties and
responsibilities provided for herein for any continuous period of 120 days
during the term of this Agreement, provided that the obligations of the Company
to make payments hereunder shall be suspended during the pendency of any
disability which has persisted for a continuous period of 60 days during the
term of this Agreement.
(c) If, during the Term, this Agreement is terminated pursuant to
Paragraph 4(b) hereof, the Company shall pay to the Executive or the personal
representative of his estate Two Hundred Fifty Thousand Dollars ($250,000) in a
lump sum within thirty (30) days of such termination.
(d) If, during the Term, the Company terminates the Executive's
employment hereunder without Cause, the Company shall pay to the Executive a
lump sum termination amount (the "Termination Amount") within thirty days of
such termination and neither party shall have any further obligations hereunder,
except pursuant to Paragraphs 5 and 6 hereof. The Termination Amount shall be an
amount equal to twice the minimum annual salary then being paid to the Executive
pursuant to Section 3(a) hereof, plus an amount equal to the incentive bonus
paid in the prior year.
(e) If the Company terminates the Executive's employment hereunder for
Cause, neither party shall have any further obligations hereunder except
pursuant to Paragraphs 5 and 6 hereof.
5. NONDISCLOSURE.
--------------
The Executive understands that, solely as a result of his employment
with the Company, he will have knowledge of and access to certain confidential
information relating to (a) Burger King Corporation ("BKC") and Domino's Pizza
International ("DPI") and the Company's relationship with BKC and DPI, (b) the
financial and planning aspects of the Company's business and (c) other aspects
of the Company's business. The Executive agrees that, during or following his
employment by the Company, he will not disclose to others (except in the course
of his employment with the Company and solely in furtherance of the interest of
the Company) any such confidential information. The provisions of this paragraph
shall not preclude the Executive from using, after the termination of his
employment with the Company, his general professional knowledge and skills
including those developed while employed by the Company. The Executive further
agrees to comply with any provision of any agreement between the Company and DPI
relating to the confidentiality of information relating to DPI or its
operations.
6. RESTRICTIVE COVENANTS.
----------------------
The Executive shall not at any time during the term of his employment
hereunder and for a period of one (1) year after the date this Agreement expires
or is terminated for any reason, directly or indirectly, for himself or for any
other person, firm, corporation, partnership, association or other entity,
except on behalf of the Company:
(a) engage or be involved in any restaurant operations in Poland the
same or similar to those conducted by the Company;
(b) interfere with business relationships between the Company and its
suppliers, franchisors, or customers;
(c) without the Company's prior written consent, become employed by an
entity with which the Company has a business relationship; or
(d) without the Company's prior written consent, hire or solicit the
employment of any person or associate in the employ of the Company or DPI.
The Executive acknowledges that (i) the foregoing covenants are
reasonable in scope and duration and (ii) he will be able to earn a living and
provide for his family without violating the foregoing covenants.
0.XX DELEGATION.
--------------
Neither the Company nor the Executive shall delegate its or his
obligations pursuant to this Agreement to any other person, except as provided
in Paragraph 8 hereof.
8. NO ASSIQNMENT.
--------------
Neither the Company nor the Executive shall assign any of its or his
rights under this Agreement to any other person, except that the Company may
assign its rights under this Agreement to any successor entity in a merger with
the Company or any entity that purchases all or substantially all of the
Company's assets, and except that the Company may assign its rights and
obligations hereunder to a subsidiary reasonably acceptable to the Executive.
9. DAMAGES.
-------
Nothing contained herein shall be construed to prevent
the Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.
10. GOVERNING LAW.
-------------
This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
11. NOTICES.
-------
Any notices, requests, demands and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given (a) when delivered by hand or facsimile, or (b) 3
days after deposit in the United States mail, by registered or certified mail,
return receipt requested, postage prepaid, as follows:
If to the Company: International Fast Food Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
With a copy to: Greenberg, Traurig, Hoffman,
Lipoff, Xxxxx & Xxxxxxx, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Esq.
If to the Executive: Xxxxxxxx Xxxxxxxx
P. O. Xxx 00-0000
Xxxxx Xxxxx, Xxxxxxx 00000
or to such other addresses as either party hereto may from time to time give
notice of to the other.
12. BENEFITS: BINDING EFFECT.
--------------------------
This Agreement shall be for the benefit of and binding upon the parties
hereto and their respective heirs, personal representatives, legal
representatives, successors and, where applicable, assigns.
13. SEVERABILITY.
-------------
The invalidity of any one or more of the words, phrases, sentences,
clauses, or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity shall be caused by the length of any period of time or the size
of any area set forth in any part hereof, such period of time or such area, or
both, shall be considered to be reduced to a period or area to the extent and
only to the extent that such reduction would cure such invalidity.
14. WAIVERS.
-------
The waiver by either party hereto of a breach or violation of any term
or provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach or violation.
15. SECTION HEADINGS.
----------------
The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
16. SPECIFIC PERFORMANCE.
---------------------
The Executive agrees that a violation by him of any of the covenants
contained in Paragraphs 5 or 6 of this Agreement will cause irreparable damage
to the Company the amount of which will be virtually impossible to ascertain,
and with respect to which the Company may not have an adequate remedy at law,
and for those reasons the Executive agrees that the Company shall be entitled to
an injunction or a restraining order (both temporary or permanent) from any
court of competent jurisdiction restraining any violation of any or all of said
covenants by the Executive, all persons he controls, and all persons acting for
or with him, either directly or indirectly, in addition to any other form of
relief, at law or equity, to which the Company may be entitled. When used in
Paragraphs 5, 6 and 16 hereof, the term Company shall include all its directly
and indirectly owned subsidiaries and its affiliates involved in the restaurant
business in Poland.
17. COUNTERPARTS.
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
18. ENTIRE AGREEMENT.
----------------
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements, understandings and arrangements, both oral and written, between the
parties hereto with respect to such subject matter. No amendment or modification
of this Agreement shall be valid or binding upon the Company unless made in
writing and signed by a duly authorized officer of the Company other than the
Executive, or upon the Executive unless made in writing and signed by him.
19. NO THIRD PARTY BENEFICIARY.
--------------------------
Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person other than the parties hereto and
their respective heirs, personal representatives, legal representatives,
successors and permitted assigns, any rights or remedies under or by reason of
this Agreement.
IN WITNESS WHEREOF, the parties have set their hands and seals as of
the day and year first above written.
COMPANY:
INTERNATIONAL FAST FOOD CORPORATION
By: /S/ XXXXX X. XXXXXX
-------------------
Xxxxx X. Xxxxxx, President
EXECUTIVE:
/S/ XXXXXXXX XXXXXXXX
---------------------
Xxxxxxxx Xxxxxxxx
