EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is made as of the 25th day of August, 2002, between THE HAVANA
GROUP, INC., a Delaware Corporation with its principal offices at 0000 Xxxxxxx
Xxxx, X.X., Xxxxx Xxxxxx, Xxxx 00000 (the "Company") and Xxxxxx Xxxxx, Xx.,
residing at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX., (the "Executive").
AGREEMENT
In consideration of the mutual agreements set forth herein, the parties,
intending to be legally bound, agree as follows:
1. EMPLOYMENT.
a) POSITION. The Company hereby agrees to employ Executive, and Executive
hereby accepts employment by the Company as Manager of Market and Business
Development of the Company.
b) PERFORMANCE. Except as set forth below, Executive agrees to devote his
full time, energies and attention to the performance of his duties and
functions hereunder, to exercise his best efforts, judgment, skills, and
talents exclusively in the business and affairs of the Company and, in the
performance thereof, to comply with the policies of and be subject to the
direction of the Chief Executive Officer of the Company. Notwithstanding
the above, the Company recognizes and acknowledges that Executive will
continue to serve as an Executive Officer of other companies as he deems
appropriate. Executive shall be entitled to the compensation set forth
below regardless of the percentage of working hours that Executive devotes
to the affairs of the Company.
c) RESPONSIBILITIES. Executive shall be responsible for the duties assigned
to him by the Board of Directors or by an executive officer of the Company
with authority to assign duties and shall be subject and report to the
Board of Directors and/or any such other executive officer. Such duties
shall include, but not be limited to, aiding the Company in developing an
overall marketing plan, aid and consult with the Company in establishing a
communications system for distributing information about the Company to its
customers, affiliates, suppliers, and shareholders, and aid in development
of business plans to expand the Company's business and diversify its
interests.
Executive is engaged to act as an Executive employee of the Company and not
as an officer or Director of the Company., nor is the Executive authorized
to bind the Company to any contract or obligation. The Executive shall
perform all of the usual duties as well as such other duties as may from
time to time be delegated to him by the Board of Directors or the Chief
Executive Officer.
2. COMPENSATION.
a) BASE SALARY. The Company agrees to pay Executive and Executive agrees to
accept as compensation for all of his services, a base salary payable in
accordance with the Company's standard payroll policy at the monthly rate
of $500. The Board of Directors or the Compensation Committee of the Board
of Directors shall review the Executive's performance from time to time and
shall determine, in its discretion, whether to increase the base salary.
b) BONUSES. Executive shall be eligible to receive, in addition to his base
salary, an annual cash bonus provided (i) that the Executive's term of
employment is extended based upon the Company's performance and Executive's
personal performance and, (ii) the annual cash bonus is then awarded at the
sole discretion of the Company's Board of Directors.
c) OPTION GRANT. The Company hereby grants options to purchase 300,000
shares of the Company's Common Stock (the "Options"). Options to purchase
60,000 shares of Common Stock vest and are exercisable on the date hereof.
The remainder of the Options shall vest and become exercisable monthly with
respect to options to purchase 60,000 shares of Common Stock at the
beginning of each month commencing October 1, 2002, or as determined by the
Company based on performance criteria. The form of option is attached
hereto as Exhibit A. The Options will expire and be non-exercisable two
years from the date hereof.
The exercise price of the Option shall be $0.10 per share of Common Stock,
subject to adjustment as set forth in the option agreement appended hereto.
3. EXPENSES. The Company shall pay or reimburse Executive during his employment
hereunder for all reasonable travel and other expenses incurred by Executive in
the performance of his duties and obligations hereunder upon submission of
appropriate supporting documentation. Notwithstanding the foregoing, the
Executive must first obtain the prior written approval of the Chief Executive
Officer
4. BENEFIT PLANS. Executive shall be entitled to participate in all of the
Company sponsored employee benefit plans.
5. VACATION. Executive shall not be entitled to vacation during the term of this
agreement.
6. LEFT BLANK INTENTIALLY
7. CONFIDENTIAL INFORMATION.
a) Executive acknowledges that the information, observations and data
regarding the Company and its subsidiaries obtained by him during the
course of his employment, either before or after the effective date of the
Agreement, are the property of the Company. Therefore, Executive agrees
that he will not disclose to any unauthorized person or use for his own
account or for the benefit of any third party (other than the Company and
its subsidiaries) any of such information, observations or data without the
prior express written approval of the Board of Directors of the Company.
Notwithstanding the foregoing, Executive may disclose information,
observations or data to the extent that (i) the same become generally known
to and available for use by the public other than as a result of acts or
omissions to act by Executive in violation of this paragraph 7 or (ii) such
disclosure is required by law or legal process. Executive agrees to deliver
to the Company, at the termination of his employment, all memoranda, notes,
plans, records, reports and other documents (and copies thereof) relating
to the Company and its subsidiaries, which he may then possess or have
under his control, provided, however, that Executive may retain copies of
his director files, initial public offering files and Company presentation
files.
b) Except as may be otherwise provided in Paragraph 1, Executive shall not
during the term of this Agreement work for or otherwise assist a business
or organization, or invest in the securities (other than a portfolio
investment, including without limitation investment in mutual funds, not
exceeding 2% of outstanding securities of a firm listed on a national stock
exchange or traded in the Nasdaq Stock Market) of any other business or
organization, if such business or organization now is or shall then be
competing with the Company; provided, however, that Executive may serve on
the board of directors or the board of trustees of other businesses or
organizations with the approval of the Board of Directors of the Company.
c) For a period of one year subsequent to the later to occur of (I) the
termination of Executive's employment with the Company, or (ii) the
termination of any consulting arrangement between the Company and
Executive, Executive shall not compete directly or indirectly be associated
with, or act as an independent contractor or consultant to, or be a
director, officer, employee, owner, or partner of, any other business or
organization that competes with the business of the Company as then
conducted. Nothing contained herein will be deemed to require the Company
to enter into a consulting agreement with the Executive upon termination of
Executive's employment with the Company.
8. TERM AND TERMINATION.
a) TERM. The term of this Agreement shall commence on August 15, 2002 and
shall terminate on February 15, 2003 unless extended by the mutual
agreement between the Executive and the Company, or earlier terminated as
provided in Section 8(b) below.
b) TERMINATION.
(I) This Agreement and Executive's employment
hereunder may be immediately terminated by the Company for Cause, or by either
party at any time upon 30 days written notice. Upon notice of termination all
unvested options shall be cancelled
c) EFFECT OF TERMINATION. Upon termination of this Agreement neither party
shall have any further obligation to the other party, except as provided in
Section 7(a) above.
d) DEFINITIONS. For the purposes of this Agreement:
(i) Cause shall mean acts of moral turpitude, and
the willful repeated or habitual neglect of Executive's obligations under this
Agreement or the misuse of corporate funds.
9. MISCELLANEOUS
a) SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision.
b) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, the heirs and legal representatives
of Executive, and the successors and assigns of the Company, except that
Executive may not assign this Agreement or any of Executive's duties or
services hereunder.
c) NO WAIVERS. The failure of either party to insist upon the strict
performance of any of the terms, conditions, and provisions of this
Agreement shall not be construed as a waiver or relinquishment of future
compliance therewith, and said terms, conditions, and provisions shall
remain in full force and effect. No waiver of any term or condition of this
Agreement on the part of either party shall be effective for any purpose
whatsoever unless such waiver is in writing and signed by such party.
d) MODIFICATION. This Agreement may not be changed, amended, or modified
except by a writing signed by both parties.
e) NOTICES. Any notice, request, demand, waiver, consent, approval, or
other communication which is required to be or may be given under this
Agreement shall be in writing and shall be deemed given only if delivered
to the party personally or sent to the party by registered or certified
mail, return receipt requested, postage prepaid, to the parties at the
addresses set forth herein or to such other address as either party may
designate from time to time by notice to the other party sent in like
manner.
f) GOVERNING LAW. This Agreement constitutes the entire agreement between
the parties and shall be governed by and construed in accordance with the
laws of the State of Ohio applicable to agreements made and to be performed
solely within such state.
g) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a part of this
Agreement or to affect the construction or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
as of this day and year first above written.
THE HAVANAGROUP, INC. EXECUTIVE:
BY: BY:
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NAME: XXXXXX XXXXX, XX.
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