Exhibit 10(a) Employment Contract with Xxxx XxXxxxxxx
(Replaces contract filed with the Company's SB-2 Amendment 3)
CHINA PREMIUM FOOD CORPORATION
EXECUTIVE COMPENSATION AGREEMENT
This Executive Compensation Agreement is made December 1, 2000, between
China Premium Food Corporation (the Company), a corporation organized and
existing under the laws of the state of Delaware, United States of America,
and Xx. Xxxx X. XxXxxxxxx, an individual residing at 0000 Xxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx (XxXxxxxxx)
1. Purpose: This Executive Compensation Agreement sets forth the
compensation of XxXxxxxxx in connection with and for the performance of his
duties as President and Chief Operating Officer of the Company.
2. Responsibilities: XxXxxxxxx as President and Chief Operating Officer
shall be subject to the control and direction of the Board of Directors,
and shall have responsibility for and supervise the overall day to day
operations of the Company. These responsibilities will include: financial
(profits, sales, controls, budgets), sales management, marketing, delivery,
administration, operations, etc. XxXxxxxxx shall report directly to the
Chief Executive Officer of the Company and, from time to time, XxXxxxxxx
shall report on the status of the business operations of the Company to the
Board of Directors. XxXxxxxxx shall not assume any additional consulting or
employment positions with other businesses during the term of this
Agreement.
3. Salary: XxXxxxxxx shall be paid the sum of $180,000 per year
commencing December 1, 2000. This salary will be paid in equal monthly
installments and shall be reviewed at each year-end, commencing December
31, 2001. The Company shall deduct the appropriate amount of all applicable
federal and state taxes from XxXxxxxxx'x salary payments, based upon the
deductions supplied to the Company by XxXxxxxxx.
4. Incentive Bonus Plan: In addition to the annual compensation to be
paid to XxXxxxxxx, he shall be entitled to participate in an executive
incentive bonus plan, as follows:
Signing Bonus - Common Stock
4.1. XxXxxxxxx shall receive 100,000 shares of the Company's common stock,
as an incentive for employment with the Company and for his anticipated
future services. This common stock shall be issued on January 2, 2001
pursuant to a Form S-8 registration statement.
Signing Bonus - Options
4.2. A one-time grant of options for 400,000 shares of the Company's
common stock at an exercise price of $0.75 per share shall be awarded, as
an incentive for XxXxxxxxx to accept employment with the Company and for
his anticipated future services. These options shall be vested over an
eighteen month period, with 25%vested on January 1, 2001, 25%vested on July
1, 2001 25%vested on January 1, 2002 and 25% vested on July 1, 2002. Once
these options are vested, they shall have a five-year exercise period. The
Stock Option Agreement between the Company and XxXxxxxxx shall govern the
detailed terms and conditions for these options.
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Performance Bonus - Options
4.3. $1.00 Options. Subject to the vesting provisions contained in Section
4.8 herein, XxXxxxxxx shall receive options to purchase 100,000 of the
Company's common stock at an exercise price of $1.00 per share. When
vested, these options shall be exercisable for five years subsequent to
such vesting.
4.4. $2.00 Options. Subject to the vesting provisions contained in Section
4.8 herein, XxXxxxxxx shall receive options to purchase 100,000 of the
Company's common stock at an exercise price of $2.00 per share. When
vested, these options shall be exercisable for five years subsequent to
such vesting.
4.5. $3.00 Options. Subject to the vesting provisions contained in Section
4.8 herein, XxXxxxxxx shall receive options to purchase 100,000 of the
Company's common stock at an exercise price of $3.00 per share. When
vested, these options shall be exercisable for five years subsequent to
such vesting.
4.6. $4.00 Options. Subject to the vesting provisions contained in Section
4.8 herein, XxXxxxxxx shall receive options to purchase 100,000 of the
Company's common stock at an exercise price of $4.00 per share. When
vested, these options shall be exercisable for five years subsequent to
such vesting.
4.7. $5.00 Options. Subject to the vesting provisions contained in Section
4.8 herein, XxXxxxxxx shall receive options to purchase 100,000 of the
Company's common stock at an exercise price of $5.00 per share. When
vested, these options shall be exercisable for five years subsequent to
such vesting.
4.8. Vesting Schedule. The options set forth in Sections 4.3 through 4.7
herein issued to XxXxxxxxx shall vest in accordance with the following
vesting schedule.
Vesting $1.00 $2.00 $3.00 $4.00 $5.00
Dates Options Options Options Options Options
------- ------- ------- ------- ------- -------
1/1/2001 25% 25% 25% 25% 25%
7/1/2001 25% 25% 25% 25% 25%
1/1/2002 25% 25% 25% 25% 25%
7/1/2002 25% 25% 25% 25% 25%
General Conditions - Options
4.9. Provided that, these Signing and Performance Options shall vest only
if XxXxxxxxx is employed by the Company on the applicable Vesting Date. If
XxXxxxxxx is not employed by the Company on the applicable Vesting Date,
then the option to purchase common shares appurtenant to such options shall
be null and void and XxXxxxxxx shall not have the right or claim to
purchase such common shares.
4.10. In the event of a proposed dissolution or liquidation of the Company,
a merger or consolidation in which the Company is not the surviving entity,
or a sale of all or substantially all of the assets or capital stock of the
Company (collectively, a "Reorganization"), these Options shall immediately
vest on the day prior to the effective date of the proposed Reorganization.
5. Compliance with The Company Policies and Regulations: XxXxxxxxx will
execute his duties and responsibilities in strict accordance with Company
policies and regulations, approved budgets, and specific directives.
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6. Termination: XxXxxxxxx shall serve as President and Chief Operating
Officer of the Company at the pleasure of the Board of Directors. Either
side may terminate this Agreement without cause after the expiration of the
two (2) year term of this Contract by giving six calendar months written
notice. XxXxxxxxx may be terminated for cause immediately, but only
subsequent to five days written termination notice to XxXxxxxxx, which
notice shall specify the grounds for termination for cause, and provide for
the opportunity for XxXxxxxxx to address 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 positions of
President and Chief Operating Officer of a publicly reporting company.
7. Confidentiality: XxXxxxxxx agrees and acknowledges that acquired
information and knowledge concerning the business operations of the Company
and its subsidiaries, 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 and
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). XxXxxxxxx shall not disclose
any Confidential Information to any person, company, government, or use any
Confidential Information in direct competition with the business of the
Company or any of the Company's subsidiaries at any time during the term of
this Contract or for a period of one year after termination or expiration
of this Contract.
8. Commencement and Term: This Contract is effective with the signing by
both parties below as of December 1, 2000. This contract shall have a two
(2) year term. As provided in this document, this Contract is subject to
termination by the parties upon appropriate notice.
9. Inside Information--Securities Laws Violations: In the course of the
performance of XxXxxxxxx'x duties, it is expected that XxXxxxxxx will
receive information that is considered material inside information within
the meaning and intent of the federal securities laws, rules, and
regulations. XxXxxxxxx will not disclose this information directly or
indirectly for XxXxxxxxx 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.
10. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: XxXxxxxxx 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 XxXxxxxxx, 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.
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11. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Delaware, without choice of law
considerations.
Signatures:
----------------------- December 1, 2000
Xxxx X. XxXxxxxxx Date
CHINA PREMIUM FOOD CORPORATION
----------------------- December 1, 2000
Xxx X. Xxxxxx Date
Chief Executive Officer
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