EMPLOYMENT AGREEMENT
EXHIBIT
10.10
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1.
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Introduction. Agreement
made this 1st
day of October, 2007, between Harbrew Imports LTD. Corp. (“Company”) and
Xxxxxxx X. Xxxxxxx, an individual residing at 00 Xxxxxxx Xxxx, Xxxxx Xxxx,
Xxx Xxxx, 00000 (“Employee”)
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2.
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Employment. Company
hereby employs Employee and Employee accepts the employment, subject to
and in accordance with the terms and conditions of this
Agreement.
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3.
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Term of Employment.
Employee’s employment will begin on October 1, 2007, and will continue for
a period of (3) years under this agreement unless the term of this
agreement is extended by a further written agreement of the
parties.
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4.
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Compensation. Company
will pay Employee a salary of one hundred fifty thousand dollars
($150,000) per year, payable in equal monthly installments at the end of
each month or in accordance with the Company’s current payroll policies.
Employee’s compensation shall be increased annually at a minimum of 5% or
as otherwise agreed. Employee’s compensation shall not decrease
during the term of this Agreement, unless agreed by the Employee. Employee
shall at all times receive compensation and benefits equal to, and in
proportion to, those received by the other executive officers and
directors of the Company. Incentive bonus compensation, stock options and
the like shall be paid to Employee in accordance with Company policies
established by the Board of Directors, but at all times such incentive
compensation, if any, shall be equal to, or in proportion to, incentives
offered to other executives and directors of the
Company.
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5.
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Sign on incentive. An
additional incentive to Employee for signing this agreement shall be
options to purchase Company’s stock if a public offering is consummated as
follows; on signing, 100,000 options at a price of $.05 cents per share,
at the beginning of year 2, 100,000 options at a price of $.15 cents per
share, and at the beginning of year 3, 100,000 options at a price of $.75
per share. Options shall be considered vested, and fully exercisable, when
issued. This paragraph is in addition to any compensation referred to in
section (4) of this
agreement.
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6.
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Benefits. In
addition to the salary compensation established in (4) hereof, Employee
shall receive the following
benefits:
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a)
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Medical, disability, dental and
other insurance. Employee shall
be covered by the Company’s
insurance benefits package providing insurance coverage, if any, at least
equal to those provided to the other executives of the Company. At the
discretion of the Employee, if Company benefits are not equal to those
currently afforded to Employee, Employee shall submit to Company the cost
of the policy as long as the cost is equal to or less than the costs paid
by the Company.
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b)
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Retirement Benefits.
Employee shall receive retirement benefits in accordance with Company
policies established by the Board of Directors, which benefits, if any,
shall be equal to those received by the other executive officers and
directors of the Company.
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c)
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Automobile. Company shall
furnish to Employee an automobile allowance,
in the amount of $350 per month.
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1
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7.
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Employee’s Title and Duties.
Company hires Employee to serve as Vice
President Finance and
Administration of the Company. His duties shall be those designated by the
President of the Company but shall be customary to someone of this
position. If elected to the Board of Directors during his employment,
additional compensation, in any, shall be equal to the other directors.
Employee shall be listed in the D & O insurance policy effective with
the date of employment.
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8.
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Employee Termination. Employee may terminate this Agreement upon (60) day’s written notice to Company for any reason, including but not limited to, if Employee is for any reason not elected or appointed or is subsequently removed from or not reelected or reappointed to any position for which he is employed under this agreement. Employee shall receive termination benefits as set forth in Section 13 or as the parties may otherwise agree. |
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9.
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Employee to Devote Time to Company’s Business. Employee will devote a majority of Employee’s time, attention, and energies to the business of Company. It is acknowledged and agreed the Employee has other business interests that he is permitted to pursue, as long as those interests are not in conflict with the business of the Company. |
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10.
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Office Space and Secretary. As available, company will furnish Employee with a private office, and any other facilities and services, including a secretary, that are reasonably adequate for performance of the Employee’s duties and suitable to Employee’s position. |
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11.
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Reimbursement of
Expenses.Employee may incur reasonable expenses for promoting
Company’s business, including expenses for entertainment, travel, and
similar items. Company will reimburse Employee for all reasonable,
ordinary and necessary business expenses after Employee presents an
itemized account of expenditures, together with receipts, vouchers, and
other supporting material, subject to Company’s guidelines and
approval.
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12.
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Vacation. Employee is
entitled to an annual vacation of four (4) weeks at full pay. Employee
will take his annual vacation at such times as a re agreed between
Employee and Company, and which do not interfere with the effective
performance of Employee’s duties. If Employee does not use all his
vacation time in any one year, the unused portion may be carried into
subsequent years in accordance with Company
policy.
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13.
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Benefits upon Termination of
Xxxxxxxxx.Xx the event that this Agreement is terminated for any
reason other than willful malfeasance by Employee, Employee shall receive
termination (“severance”) pay in the amount of six months or the balance
of this contract’s term of existence, whichever is greater. During the
severance period, the Company shall continue all the benefits mentioned in
any part of this Agreement.
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14.
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Arbitration of
Controversies. Any claim or controversy that arises out of or
relates to this Agreement, or breach of it, will be settled by Arbitration
in New York, in accordance with the rule of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court
having jurisdiction.
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15.
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Waiver of Breach of
Agreement. If either party waives a breach of this Agreement by the
other party, that waiver will not operate or be construed as a waiver of
later similar breaches.
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16.
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Entire Agreement.This
written Agreement represents the entire agreement of Company and Employee
with respect to the subject matter hereof, and all prior discussions and
negotiations and merged into the Agreement. This Agreement may be altered
only by a written agreement signed by the party against whom enforcement
of any waiver, change, modification, extension, or discharge is
sought.
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17.
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Governing Law.This
agreement shall be governed by the laws of the State of New York without
respect to principles of laws.
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IN WITNESS WHEREOF, the parties have
signed the Agreement and it is effective as of October 1,
2007.
| Harbrew Imports LTD. Corp. by: | |||
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/s/ Xxxxxxx X. XxXxxxx | ||
| Xxxxxxx X. XxXxxxx | |||
| /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx |
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