Exhibit 10.1
Employment agreement - Xxxxxxx Xxxxxx and Trident Brands Incorporated
This Employment Agreement is entered into as of the date of the last signature
below, by and between Trident Brands Incorporated (TRIDENT) and Xxxxxxx Xxxxxx
("Employee").
Trident and Employee hereby agree as follows:
1. Position of Employment. The Company will employ the Employee in the
position of President of TRIDENT and, in that position, Employee will
report to the Board of Directors of TRIDENT. TRIDENT retains the right to
change Employee's title, duties, and reporting relationships as may be
determined to be in the best interests of the Company.
Term of Employment. Employee's employment with TRIDENT Company shall begin on
March 18th, 2014 and shall continue for a period of one year, after which time
this contract shall be renewed, unless:
* Employee's employment is terminated by either party in accordance with
the terms of Section 4 of this Employment Agreement; or
* Such term of employment is extended or shortened by a subsequent
agreement duly executed by each of the parties to this Employment
Agreement, in which case such employment shall be subject to the terms
and conditions contained in the subsequent written agreement.
2. Compensation and Benefits.
* Base Salary. Employee shall be paid a base salary of $5,000 monthly
prior to the start of consumer sales, and $10,000 monthly thereafter.
Payments will be made in gross amount and employee will be responsible
for taxes, personal office expenses, and travel to the Xxxxxxx Xxxxxxx
area to conduct business duties.
* Incentive compensation. Variable compensation aligned to profit
delivered will be set by the board within six months of first consumer
sales. Employee and Trident enter this agreement with the intent of
setting variable compensation as a percentage of net margin.
Incentive and Deferred Equity Compensation. Employee will receive, at the date
of signing, the following equity options.
- 375,000 options at $0.75. Vesting at 12 months
- 375,000 options at $1.00. Vesting at 24 months
- 375,000 options at $1.50. Vesting at 36 months
3. Duties and Performance. The Employee acknowledges and agrees that he is
being offered a position of employment by the Company with the
understanding that the Employee possesses a unique set of skills,
abilities, and experiences which will benefit the Company, and he agrees
that his continued employment with the Company, whether during the term of
this Employment Agreement or thereafter, is contingent upon his successful
performance of his duties in his position as noted above, or in such other
position to which he may be assigned.
* General Duties.
I. Employee shall render to the very best of Employee's ability, on
behalf of the Company, services to and on behalf of the Company,
and shall undertake diligently all duties assigned to him by the
Company.
II. Employee shall devote his time, energy and skill to the
performance of the services in which the Company is engaged, at
such time and place as the Company may direct. Employee is not
obligated to work a minimum number of hours, but is expected to
be continuously available to Trident and to commit sufficient
time to meet the requirements of the business. Employee shall not
undertake, either as an owner, director, shareholder, employee or
otherwise, the performance of services for compensation (actual
or expected) for any other company without without approval of
the chairman or Board of Directors.
III. Employee shall have limited authority to enter into any contracts
binding upon the Company, but material commitments must be
authorized by the chairman or Board of Directors of TRIDENT
Company.
* Specific Duties. Scope of work: general management and investor
relations contributions as needed. Participation in board of directors
to ensure advocacy of business plans.
4. Termination of Employment. Employee's employment with the Company may be
terminated, prior to the expiration of the term of this Employment
Agreement, in accordance with any of the following provisions:
* Termination by Employee. The Employee may terminate his employment at any
time during the course of this agreement by giving 1 month notice in
writing to the Chairman of TRIDENT Company. During the notice period,
Employee must fulfill all his duties and responsibilities set forth above
and use his best efforts to train and support his replacement, if any.
Failure to comply with this requirement may result in Termination for Cause
described below, but otherwise Employee's base salary will remain unchanged
during the notification period.
* Termination by the Company without cause. TRIDENT Company may terminate
Employee's employment at any time during the course of this agreement by
giving 1 month notice in writing to the Employee. During the notice period,
Employee must fulfill all of Employee's duties and responsibilities set
forth above and use Employee's best efforts to train and support Employee's
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replacement, if any. Failure of Employee to comply with this requirement
may result in Termination for Cause described below, but otherwise
Employee's salary will remain unchanged during the notification period. All
vested shares and 50% of unvested shares will remain his property.
* Termination by the Company For Cause. The Company may, at any time and
without notice, terminate the Employee for "cause". Termination by the
Company of the Employee for "cause" shall include but not be limited to
termination based on any of the following grounds: (a) fraud,
misappropriation, embezzlement or acts of similar dishonesty; (b)
conviction of a felony involving moral turpitude;; (c) intentional and
willful misconduct that may subject the Company to criminal or civil
liability; (d) breach of the Employee's duty of loyalty, including the
diversion or usurpation of corporate opportunities properly belonging to
the Company; (e) insubordination or deliberate refusal to follow the
instructions of the Chairman of TRIDENT Company.
* Termination By Death or Disability. The Employee's employment and rights to
compensation under this Employment Agreement shall terminate if the
Employee is unable to perform the duties of his position due to death or
disability lasting more than 90 days, and the Employee's heirs,
beneficiaries, successors, or assigns shall be entitled to vested equity
only.
5. Confidentiality. Employee agrees that at all times during Employee's
employment and following the conclusion of Employee's employment, whether
voluntary or involuntary, Employee will hold in strictest confidence and
not disclose Confidential Information (as defined below) to anyone who is
not also an employee of the Company or to any employee of the Company who
does not also have access to such Confidential Information, without express
authorization of the President of the Company. "Confidential Information"
shall mean any trade secrets or Company proprietary information, including
but not limited to manufacturing techniques, processes, formulas, customer
lists, inventions, experimental developments, research projects, operating
methods, cost, pricing, financial data, business plans and proposals, data
and information the Company receives in confidence from any other party, or
any other secret or confidential matters of the Company. Additionally,
Employee will not use any Confidential Information for Employee's own
benefit or to the detriment of the Company during Employee's employment or
thereafter. Employee also certifies that employment with the Company does
not and will not breach any agreement or duty that Employee has to anyone
concerning confidential information belonging to others.
6. Expenses. The Company shall pay or reimburse Employee for any expenses
reasonably incurred by him in furtherance of his duties hereunder,
including expenses for entertainment, travel, meals and hotel
accommodations, upon submission by him of vouchers or receipts.
Amendments and Termination; Entire Agreement. This Agreement may not be amended
or terminated except by a writing executed by all of the parties hereto. This
Agreement constitutes the entire agreement of TRIDENT Company and Employee
relating to the subject matter hereof and supersedes all prior oral and written
understandings and agreements relating to such subject matter.
Successors and Assigns. The rights and obligations of the parties hereunder are
not assignable to another person without prior written consent; provided,
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however, that TRIDENT Company, without obtaining Employee's consent, may assign
its rights and obligations hereunder to a wholly-owned subsidiary and provided
further that any post-employment restrictions shall be assignable by TRIDENT to
any entity which purchases all or substantially all of the Company's assets.
Severability; Provisions Subject to Applicable Law. All provisions of this
Agreement shall be applicable only to the extent that they do not violate any
applicable law, and are intended to be limited to the extent necessary so that
they will not render this Agreement invalid, illegal or unenforceable under any
applicable law. If any provision of this Agreement or any application thereof
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of other provisions of this Agreement or of any other
application of such provision shall in no way be affected thereby.
* Waiver of Rights. No waiver by TRIDENT Company or Employee of a right
or remedy hereunder shall be deemed to be a waiver of any other right
or remedy or of any subsequent right or remedy of the same kind.
* Governing Laws and Forum. This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the Province of
Ontario, Canada. The parties hereto further agree that any action
brought to enforce any right or obligation under this Agreement shall
be subject to the exclusive jurisdiction of the courts of Ontario.
IN WITNESS WHEREOF, TRIDENT Brands Inc. and Employee have executed and delivered
this Agreement as of the date written below.
TRIDENT Brands, Inc.
By:
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Xxxxxxx Xxxxxx
Name:
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Title:
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