1
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement ("this Agreement") is made effective as of March 15,
1998, by and between Chicken Kitchen Corporation, ("the Employer"), of 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000 and Xx. Xxxxx Xxxxxxxx,
("the Employer"), of 0000 Xx Xxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx 00000.
A. Employer is engaged in the business of grilled chicken fast
food restaurants.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT & COMPENSATION. Employer shall employ Employee as a Vice
President of Franchising or as prescribed by the President & CEO. Employee
accepts and agrees to such employment, subject to the general supervision,
advice and direction of Employer and the Employer's supervisory personnel.
Employee shall also perform (i) such other duties as are customarily performed
by an employee in a similar position, and (ii) such other and unrelated services
and duties as may be assigned to Employee from time to time by Employer. A sign
on bonus of 10,000 shares of "CKKC" will be given upon joining the Company. The
annual salary shall be based on $80,000.00, and paid monthly at the end of each
month. The annual compensation will include an annual bonus, based on the number
of "CK" franchises sold in the preceding 12 months period (5 "CK"=$10,000, 10
"CK"=$20,000, 15 "CK"=$40,000, 20 "CK"=$60,000), or to be determined by the
President in case the number of franchises are below 5. Also, the employee will
be included in the Company's stock option plan, with 100,000 common shares to be
issued at 0.65 cts, which is the closing price at the time of signing this
agreement. If Employee leaves the Company before the end of his employment
contract, all shares in the stock option plan will revert back to the Company. A
monthly car allowance of $750.00 will also be provided, to cover lease,
insurance and all other costs associated with the running of the car. Medical
insurance will also be paid by the Company, life insurance in the amount of
$250,000 and long term disability to age 65.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
2
provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following: - products - future plans - business
affairs - trade secrets - technical matters - copyrights and other vital
information (collectively, "Information") which are valuable, special and unique
assets of Employer. Employee agrees that the Employee will not at any time or in
any manner, either directly or indirectly, divulge, disclose, or communicate in
any manner any Information to any third party without the prior written consent
of the Employer. Employee will protect the Information and treat it as strictly
confidential. A violation by Employee of this paragraph shall be a material
violation of this Agreement and will justify legal and/or equitable relief.
4. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
5. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 24
month period after the termination of Employee's employment.
6. NON-COMPETE AGREEMENT. Employee recognizes that the various items
of Information are special and unique assets of the Company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to Employee, Employee agrees and covenants that for a period of 12
months following the termination of this Agreement, whether such termination is
voluntary or involuntary, Employee will not directly or indirectly engage in the
grilled, rotisserie, broiled, and other non-fried chicken concept. This does not
include restaurants with beef or fish as main items in concept or menu. This
covenant shall apply to the geographical area that includes United States of
America. Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
not adversely affect the Employee's livelihood.
7. VACATION. Employee shall be entitled to 2 weeks of paid vacation for
each year of employment beginning on the first day of Employee's employment.
Such vacation must be taken at a time mutually convenient to Employer and
Employee, and must be approved by Employer. Requests for vacation shall be
submitted to Employee's immediate supervisor 30 days in advance of the requested
date such vacation would commence.
2
3
8. HOLIDAYS. Employee shall be entitled to the following holidays with
pay during each calendar year: New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.
9. TERM/TERMINATION. Employee's employment under this Agreement shall
be for 2 years, beginning on March 1, 1998. If Employee wishes to terminate this
agreement, he must give 60 days notice. If Employer chooses [sic] to terminate
for anything other than cause, Employer will pay 90 days severance upon
notification of termination. If Employer terminates Employee, Employee shall
also be entitled to open 3 "CK" franchises, and will not be obligate to pay the
then current $25,000 franchise fee, for a total value of $75,000. If no
termination occurs, this contract will automatically renew itself at the end of
the 2 year period. If Employee is in violation of this Agreement, Employer may
terminate employment without notice and with compensation to Employee only to
the date of such termination. The compensation paid under this Agreement shall
be the Employee's exclusive remedy.
10. RETURN OF PROPERTY. Upon termination of this Agreement, the
Employee shall deliver all property (including keys, records, notes, data,
memoranda, models, and equipment) that is in the Employee's possession or under
the Employee's control which is Employer's property or related to Employer's
business. Such obligation shall be governed by any separate confidentially or
proprietary rights agreement signed by the Employee.
11. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Chicken Kitchen Corporation
Xx. Xxxxxxxxx xx Xxxxxxxxx
President and CEO
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Employee:
Xx. Xxxxx Xxxxxxxx
0000 Xx Xxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth below.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promised or conditions in any other agreement
whether oral or written. This
3
4
Agreement supersedes any prior written or oral agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
14. SEVERABILITY. If any provisions of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Florida.
Employer:
Chicken Kitchen Corporation
By:
Xx. Xxxxxxxxx xx Xxxxxxxxx
President & CEO
AGREED TO AND ACCEPTED, THIS 3RD DAY OF FEBRUARY 1998
Employee:
By:
Xx. Xxxxx Xxxxxxxx
4
