FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement
("Amendment") is made and entered this 25th day of February, 1998, by and
between Brothers Gourmet Coffees, Inc. (the "Company"), and Xxxxxx X. Xxxxx
("Executive"). The Company and Executive are each sometimes referred to
herein as a "Party," and both of them are sometimes collectively referred to
herein as the "Parties."
WHEREAS, Executive and the Company previously entered into that
certain Executive Employment Agreement, dated as of January 18, 1996 (the
"Agreement"); and
WHEREAS, the Agreement inadvertently terminated, by its terms, as
of the close of business on January 17, 1998 (the "Termination"); and
WHEREAS, the parties now desire to re-instate and renew the
Agreement effective as of January 17, 1998, as if the Termination had not
occurred.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, intending to
be bound hereby, agree as follows:
1. It is the express intent and desire of the parties that this
Amendment and each of its provisions be effective on and as of January 17,
1998, as if the Termination had not occurred.
2. Notwithstanding anything in the Agreement to the contrary, the
Agreement is hereby re-instated and renewed for an additional twelve-month
period, effective as of January 17, 1998.
3. The reference to "January 17, 1998" in Section 2.b.(i) of the
Agreement is deleted and "January 17, 1999" is inserted in its place.
4. Effective as of January 17, 1998, the Company hereby exercises
its Renewal Right in Section 2.c. of the Agreement to extend the term of the
Agreement for an additional twelve months beyond the January 17, 1999
Scheduled Termination Date. The Company intends this Section 4. to
constitute a timely written notice of renewal of the Agreement through and
including January 17, 2000. Executive acknowledges that (a) the notice given
by the Company under this Section 4. is timely under Section 2.c of the
Agreement for purposes of extending the term of the Agreement through and
including January 17, 1999, and (b) in executing this Amendment, he is
expressly relying on the effectiveness of this Amendment, retroactive to
January 17, 1998.
5. Except as expressly modified by this Amendment, the terms of
the Agreement shall remain in full force and effect from and after the date
of this Amendment and are hereby ratified and confirmed.
6. On and after the date of this Amendment, all references to
"this Agreement", "herein", "hereof", "hereunder" or other similar words
shall mean the Agreement as amended by this Amendment.
7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to the
provisions of such laws relating to conflicts of law.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first written above.
THE COMPANY
Brothers Gourmet Coffees, Inc.
By:
-----------------------------------
X.X. Xxxxxx, Director, on behalf
of the Board of Directors
EXECUTIVE
-----------------------------------
Xxxxxx X. Xxxxx, President and
Chief Executive Officer
