Exhibit 99.3
Bravo! Foods International Corp.
EMPLOYMENT AGREEMENT
This employment agreement (the Agreement) is made this October 1,
2002 between Bravo! Foods International Corp. (the Company), a corporation
organized and existing under the laws of the state of Delaware, United
States of America, having a place of business at 00000 X.X. Xxxxxxx 0,
Xxxxx Xxxx Xxxxx, XX 00000 and Xxx X. Xxxxxx, Xx. of 0 Xxxxxxx'x Xxxxx
Xxxx, Xxxxxxxxxx, XX 00000, and a citizen of the United States of America
(Toulan).
Introduction: This Employment Agreement sets forth the terms and
conditions of the employment of Toulan as Vice President (subject to
approval of the Board of Directors) and General Counsel of the Company
1. Position. Toulan will assume and perform the duties associated with
the position of Vice President - General Counsel. This Agreement shall
cover and apply to the periods commencing with January 1, 2003 and ending
December 31, 2004
2. Responsibilities. Toulan shall have overall responsibilities for the
Company's legal affairs. These responsibilities include matters pertaining
to the day to ay operation of the Company, maintenance of appropriate
corporate records, corporate governance, corporate reporting as a public
company, employment and general legal advise to management and the
Company's board of directors, as required.
3. Salary. The annual salary for this position shall be US$180,000, paid
in twenty-six equal periodic installments. The Company's Compensation
Committee of the Board of Directors will review this salary at each
contract year-end. The Company shall deduct the appropriate amount of all
applicable federal taxes from Toulan's salary payments, based upon the
deduction information supplied to the Company by Toulan.
4. Incentive Bonus Plan: In addition to the annual compensation to be
paid to Toulan, he shall be entitled to participate in an executive
incentive bonus plan. This bonus plan is in addition to and not in lieu of
any profit sharing or pension plan that may be established by the Company
for its employees. The bonus plan shall have the following elements:
(a) Signing Bonus. Toulan 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
pursuant to a form S-8 registration statement..
(b) Incentive Equity Bonus. Contemporaneous with the execution of
this Agreement, Toulan shall receive options for a total of 300,000 shares
of the Company's common stock. These options shall have an exercise of
$0.40 per share. These options shall vest, as follows: 100,000 shares shall
on January 1, 2003; 100,000 shares shall vest on December 31, 2003 and
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100,000 shares shall vest on December 31, 2004. The options shall be
exercisable for a period of five years from vesting, all as set forth in an
option agreement to be executed between the Company and Toulan.
(c) Conditions for Options. (i) Provided that, the Options shall vest
only if the Company employs Toulan on the applicable Vesting Date. Except
as provided herein, if the Company does not employ Toulan on the applicable
Vesting Date, then the option to purchase common shares appurtenant to such
options shall be null and void and Toulan shall not have the right or claim
to purchase such common shares. (ii) 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, a sale of all or substantially all of
the Company's assets or capital stock representing the controlling voting
interest of the Company (collectively, a "Reorganization"), these Options
shall immediately vest on the day prior to the effective date of the
proposed Reorganization.
5. Corporate Benefits. The Company shall provide the corporate benefits
(medical, etc.) to Toulan as it provides to its other US employees, and the
Company shall pay the annual premium for Toulan $1,000,000 personal life
insurance and premiums for Toulan's disability insurance.
6. Compliance with Company Policies and Regulations. Toulan will execute
his duties and responsibilities in strict accordance with Company policies
and regulations, approved budgets, and specific directives. Toulan shall be
responsible, and accountable, for the employees under his responsibility to
also abide by these policies and regulations. In the event Toulan is found,
among other things, negligent in his performance of his responsibilities,
including compliance with Company policies and procedures, he would be
subject to termination for cause.
7. Termination. This Agreement may be terminated by mutual consent.
Toulan may be terminated for cause only subsequent to fifteen days written
termination notice to Toulan, which notice shall specify the grounds for
termination for cause, and the opportunity for Toulan to address the
Executive Committee of the Company's Board of Directors with respect to the
matters set forth in the written termination notice. If the present senior
executive management of the Company changes and Toulan is terminated
without cause by new senior executive management, Toulan shall be entitled
to receive as severance compensation whatever salary and bonus plan
benefits that would have become due to him for the remainder of the initial
term of this agreement, plus an additional twelve month period, immediately
upon such termination. If this agreement is not renewed as provided in
Section 9 herein, Toulan shall receive the salary, benefits and bonus plan
benefits that would have become due to him under this Agreement if not
terminated, plus an additional six month period, immediately upon such
termination.
8. Confidentiality. Toulan agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, 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 or
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information").
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Toulan shall not at any time disclose, or after termination or expiration
of this agreement, disclose any Confidential Information to any person,
company, government, or use and Confidential Information in direct
competition with the business of the Company for a period of one year
subsequent to the termination or expiration of this agreement.
9. Commencement and Term. This agreement is effective with the signing
by both parties below as of October 1, 2002. Except as otherwise provided
in this document, this Contract shall be valid until December 31, 2004 and
shall automatically renew under the same terms and conditions unless thirty
(30) days prior to the expiration date one, or both, of the parties
notifies the other party of the intention to terminate this agreement.
10. Inside Information-Securities Laws Violations. In the course of the
performance of Toulan's duties, it is expected that Toulan will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
Toulan will not disclose this information directly or indirectly for Toulan
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.
11. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Toulan 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 Toulan, 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.
12. Miscellaneous. (a) This agreement is subject to and shall be
interpreted in accordance with the laws of Florida, without choice of law
considerations; (b) This agreement cannot be modified except in writing
executed by the parties.
Bravo! Foods International Corp. Employee
/S/ /S/
______________________________ ______________________________
Xxx X. Xxxxxx Xxx X. Xxxxxx, Xx.
Chief Executive Officer
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