EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made this 27th day of December, 2004, by and between Xxxx
Xxxxx, residing at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx, 00000 (hereinafter
"Butel") and Xxxx Xxxxx Corporation (hereinafter "JBC") a New Mexico Corporation
whose registered office is 000 Xxxx XX, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx,
00000.
W I T N E S S E T H :
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JBC desires to employ Butel and Butel desires to accept such employment by
JBC upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. JBC hereby employs Butel and Butel accepts such employment upon and
subject to all the terms and conditions hereinafter set forth.
2. Butel shall at all times during the term hereof be employed as the
general manager and chief executive officer of JBC. In that capacity, Butel
shall supervise, administer, manage and direct all aspects of the business,
operations and affairs of JBC, subject to the supervision, direction and control
of the Board of Directors of JBC.
3. Butel's employment hereunder shall be for a term of ten (10) years,
commencing on January 1, 2005, renewable for a further term to be negotiated.
4. Butel's salary:
A. During the first year of the term of this Agreement, Butel shall receive
as compensation for her services hereunder a basic annual salary of $120,000.00.
This compensation shall increase 5% every six (6) months during the term of this
Agreement starting January 1, 2005. Butel's basic annual salary, each year
during the term hereof, shall be paid in twenty-six (26) twice monthly
installments or with such other frequency as JBC may, from time to time, pay its
senior employees. However, as JBC revenue reaches certain benchmarks as agreed
by the Board, Butel's salary shall be increased to be on par with the salary of
similarly placed Fortune 500 executives.
B. On or about November 23, 2004, JBC authorized 1,000,000 shares of Class A
Convertible Preferred Stock which is convertible into common stock at the rate
of one (1) share preferred to one hundred (100) shares common. In addition to
the compensation referred to in paragraph A above, this stock shall be given
Butel as part of her compensation on a quarterly basis, starting January 1,
2005. Thirty-two thousand, five hundred (32,500) shares will be given each
quarter until 1,000,000 so designated shares is depleted. Once this stock has
been exhausted, an incentive compensation program will be instituted for Butel.
5. Except as is herein otherwise provided, during the period of her
employment hereunder (except during vacation periods and periods of absence due
to illness or other incapacity) Butel shall devote her full working time,
attention and energies to the business of JBC and its affiliates, subsidiaries
and divisions if any, both domestic and international, and to the performance of
her duties hereunder. Accordingly, Butel shall not, during the term of this
Agreement, actively engage in any other business endeavor, whether or not such
business endeavor is pursued for profit or other pecuniary advantage; it being
understood, however, that any provision hereof to the contrary notwithstanding,
Butel may for her own account, either individually, as the principal of JBC or
through any other entity of which Butel is a principal: (i) engage in the
preparation, writing, editing, compiling, publishing and distributing in any way
and in any form or medium, of cookbooks, recipes or other works related to food
of any and all kinds; and (ii) endorse the products of, or consult with, any
reputable person, firm or entity who or which seeks expertise or advice with
regard to projects or products unrelated to, and not competitive with, the
business and products of JBC; it being understood that Butel shall give JBC
prior written notice of any such activity but need not obtain the prior oral or
written consent of JBC with respect thereto. Any provision hereof to the
contrary notwithstanding, it is understood and agreed that any business activity
unrelated to Butel's employment by JBC which is permitted by the terms of this
paragraph 6, shall under no circumstance materially interfere with her
performance of her duties under this Agreement. No provision hereof, however,
shall be construed as preventing or restricting Butel from investing her assets
in such form or manner as will not require any services on her part in the
operation of the companies or other entities in which such investments are made,
provided that any such company or entity is not a competitor of JBC, or Butel's
ownership thereof constitutes less than one (1%) percent of the total equity
interest therein.
6. JBC shall provide Butel with a new, leased automobile of her choice every
three to four years that this agreement is in effect. Butel is also authorized
to incur and shall be reimbursed for:
A. All reasonable automobile expenses including insurance;
B. All reasonable business expenses in connection with the performance of
her duties hereunder, including without limitation:
(i). Expenses for travel;
(ii) Business entertainment;
(iii) Personal appearance and wardrobe.
Provided that any expenses for which Butel seeks reimbursement shall be of a
character deductible by JBC as a business expense for federal income tax
purposes and are generally consistent in amount with a budget prepared by Butel
and previously submitted by her to the Board of Directors of JBC. JBC will
reimburse Butel for all such expenses upon the presentation by Butel to JBC,
from time to time, of an itemized account of such expenses.
7. Butel shall be entitled to six (6) weeks of vacation during each year of
the term hereof, during which vacation period or periods her basic annual salary
shall be paid in full. Butel shall have the right to take such vacation at such
time or times throughout the year as she may determine in her discretion,
consistent, however, with the performance of her duties under this Agreement.
8. JBC shall at all times during the term hereof maintain, at its sole cost
and expense, policies of life insurance on the life of Butel, the net death
benefit of which shall at no time be less than $250,000.00, (by which it is
meant that the benefits payable under said policy or policies shall equal
$250,000.00 net of any repayment requirements) as to which policies Butel shall
be entitled to designate the beneficiary. JBC shall at all times during the
term hereof maintain at its sole cost and expense major medical insurance for
Butel and all eligible members of her immediate family, and disability insurance
for Butel with such coverage extending for the length of this Agreement.
9. Butel and JBC shall execute an exclusive licensing agreement
contemporaneous with the execution of this Agreement whereby Butel shall license
to JBC the right to use Butel's name in association with products and services
marketed by JBC under terms and conditions detailed in that Agreement, which
shall be binding on JBC and Butel.
10. Butel agrees that for a period of two (2) years from and after the
termination of this Agreement, she shall not as stockholder, officer, director,
employee, consultant, agent or otherwise, engage, directly or indirectly, in any
business activity which is competitive with the business of JBC as it is
constituted on the day on which this Agreement terminates all provided that JBC
continues to do business after termination. Butel agrees that a violation or a
threatened violation of this paragraph by her will be enjoined in an action by
JBC against Butel. If such an action is instituted by JBC, Butel agrees that
she shall not raise a defense therein. However, Butel shall be permitted to
engage individually in the writing of food, travel, business and biographical
stories and books and conduct personal appearances and cooking schools.
11. Butel acknowledges that in the course of her employment she will have
access to confidential records, lists, data and other trade secrets belonging to
JBC and used in the course of its business. Accordingly, during the term of her
employment hereunder, and at all times thereafter, Butel shall not directly or
indirectly disclose or use any such information, except as required in the
course of her employment or to the extent that such information has passed into
the public domain by means other than a breach hereof by Butel. All records,
lists, data and the like relating to the business of JBC which Butel may
prepare, use or come into contact with, shall be and remain the sole property of
JBC and shall not be removed by Butel from JBC's place of business except in the
ordinary course of her performance of her duties hereunder, nor copied, retained
or digested by Butel without the prior consent of JBC.
12. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and upon their respective heirs, successors and, to the extent
permitted, their assigns.
13. Neither party shall have the right to assign this Agreement or any of
her or its rights, duties or obligations hereunder, except with the prior
written consent of the other party hereto.
14. The provisions of this Agreement are severable and in the event that any
part or parts hereof are judicially determined to be unenforceable, such
determination shall not affect the validity of enforceability of the remainder
hereof.
15. This Agreement, having been negotiated and executed in New Mexico and
New Mexico being the principal place in which Butel's duties hereunder will be
performed, shall in all respects be governed by and construed in accordance with
the laws of the State of New Mexico.
16. All notices required or permitted hereunder shall be in writing and
shall be given by registered or certified mail, return receipt requested,
addressed to the respective party at her or its address as shown above, or to
such other address as either party may hereafter fix by notice. All such
notices shall be deemed given five (5) days after mailing as aforesaid.
17. JBC warrants and represents that all necessary corporate action has been
taken in order to authorize and approve the execution and performance hereof by
JBC.
18. This Agreement integrates the entire understanding between the parties
with respect to the subject matter hereof and incorporates and supersedes any
and all prior or contemporaneous oral or written agreements or understandings
with respect thereto. The parties acknowledge, however, that this Agreement has
been executed simultaneously with the Licensing Agreement referred to in
paragraph 11 above and which is incorporated by reference into this Agreement.
This agreement may not be amended, modified or changed, except by a subsequent
writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
______________________________ _______________________________
XXXX XXXXX XXXX XXXXX CORPORATION
By: _______________________________
