Exhibit 10.1
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
date October 4, 1999, effective November 1, 1999 or earlier, as provided in this
Agreement by and between International Fast Food Corporation, Inc., a Florida
corporation (the "Company"), and Xxxxx X. Xxxxxx (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company desires to employ the Executive for the term
provided herein, and the Executive desires to be employed by the Company for
such term, all in accordance with the terms and provisions herein contained;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Employment.
(a) The Company hereby employs the Executive to render
full-time services to the Company as its President and Chief Operations Officer,
and Chief Executive Officer of its subsidiaries or affiliates that may be
founded. The Executive hereby accepts such employment, on the terms and
conditions contained in this Agreement.
(b) The Executive shall perform such duties for the Company as
may be determined and assigned to him from time to time by the Company's
Chairman of the Board ("Chairman") or the Company's Board of Directors (the
"Board"), which assigned duties shall be consistent with those normally
associated with such position and in which he is currently performing; provided
that the Board may delegate certain of the tasks, objectives or responsibilities
set forth in the Description to other officers or employees of the Company or
its subsidiaries and affiliates.
(c) The Executive hereby agrees to devote his full business
time, attention and his best efforts to the performance of his duties hereunder.
(d) The Executive's place of employment during the term of his
employment hereunder shall be the Republic of Poland or at such place as is
reasonably designated by the Board. The Executive acknowledges that he may be
required in the future to change his residence in order to perform his
obligations hereunder.
(e) The Executive agrees to accept election and to serve
during all or any part of the Term, as hereinafter defined, as an officer or
director of the Company and any subsidiary or affiliate of the Company, without
any compensation therefor other than that specified herein, if elected to such
position by the shareholders or by the Board of the Company or of any subsidiary
or affiliate, as the case may be.
2. TERM. The term of this Agreement, and the employment of the
Executive hereunder, shall be for a period commencing on November 1, 1999 and
expiring on October 31, 2002 (the "Initial Term"). The company retains the right
to require Executive to start earlier than November 1, 1999, however, all other
dates shall remain the same.
3. Compensation Package.
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(a) The Executive's annual salary during the Term of this
agreement shall be $160,000.00 payable by check in equal bi-weekly installments
or in such other periodic installments as may be in accordance with the regular
payroll policies of the Company as from time to time in effect, less such
deductions or amounts to be withheld as shall be required by applicable law and
regulations.
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(b) The Executive's annual salary shall be increased by 10% in
the second and third years respectively, provided a bonus is earned pursuant to
Paragraph 3(e) of this Agreement.
(c) The Executive shall be entitled to participate in Company
provided family medical/dental insurance plans, provided that the policy may
have standard co-insurance and deductible provisions, and that 25% of the cost
of the policy shall be paid by the Executive.
(d) The Executive shall be entitled to three (3) weeks of paid
vacation during any year of the Term.
(e) The Executive shall be eligible for an annual bonus at the
Polish Subsidiary level only, subject to the limitations of paragraph 3(i) of
this Agreement, of 3% of net earnings in accordance with a mutually agreed upon
performance criteria to be negotiated in good faith by all parties.
(f) The Company shall provide the Executive with an
automobile. The Company shall be responsible for all associated expenses
relating to such automobile including insurance, gas and repairs.
(g) The Company shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by him in the performance of his
duties hereunder, in accordance with Company policy and upon the presentation by
the Executive of an itemized account of such expenditures.
(h) The Executive shall be eligible to receive stock option
grants under the Company's stock option plans in the discretion of the Company's
Board of Directors or option committees under such plans. The Company will
recommend to the Board or such committees a grant of a stock option to acquire
800,000 shares of the IFFC's common stock, par value $.01 per share (the "Common
Stock"), at an exercise price per share equal to $.66 market price, such options
to be exercisable in whole or in part and cumulatively according to the
following schedule, provided in each case that the Executive is an employee of
the Company on the date of reference:
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(i) 20 percent 1 year after the effective date;
(ii) 60 percent 2 years after the effective date;
(iii) 100 percent 3 years after the effective date.
In the event that Executive is terminated without cause as defined in paragraph
4(a) of this Agreement pursuant to a sale of at least 51% of either of the
Company's subsidiaries known as International Fast Food Polska ("IFFP") or Pizza
King Polska ("PKP"), the Executive's Options shall be deemed to be fully vested
subject to the closing of such event. In no event shall this Option be exercised
10 years after this Option first becomes exercisable.
(i) The Executive shall participate in any management
incentive plan approved by the Company and any third party investor in any of
the Company's Polish subsidiaries.
4. TERMINATION.
(a) Notwithstanding anything contained in this Agreement to
the contrary, the Company by written notice to the Executive shall at all times
have the right to terminate this Agreement, and the Executive's employment
hereunder, with or without "Cause", as hereinafter defined. For the purposes
hereof, "Cause" shall be defined to mean any act of the Executive or any failure
to act on the part of the Executive which constitutes:
(i) fraud or embezzlement;
(ii) conviction of a felony; or
(iii) commission of a crime involving dishonesty; or
(iv) a breach of any of the terms, provisions or
obligations of this Agreement.
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(b) Notwithstanding anything contained in this Agreement to
the contrary, this Agreement and the Executive's employment hereunder shall be
terminated automatically (i) immediately upon the death of the Executive, and
(ii) if the Executive shall, as the result of mental or physical incapacity,
illness or disability, be unable and fail to perform reasonably his duties and
responsibilities provided for herein for any continuous period of 60 days during
the term of this Agreement, provided that the obligations of the Company to make
payments hereunder shall be suspended during the pendency of any disability
which has persisted for a continuous period of 30 days during the term of this
Agreement.
(c) If, during the Term, this Agreement is terminated pursuant
to Paragraph 4(b) hereof, the Company shall pay to the Executive or the personal
representative of his estate Twenty Five Thousand Dollars ($25,000) in a lump
sum within thirty (30) days of such termination.
(d) If, during the Term, the Company terminates the
Executive's employment hereunder without Cause, the Company shall pay to the
Executive a lump sum termination amount (the "Termination Amount") within thirty
days of such termination and neither party shall have any further obligations
hereunder, except pursuant to Paragraphs 5 and 6 hereof. The Termination Amount
shall be $50,000.00.
(e) If the Company terminates the Executive's employment
hereunder for Cause, neither party shall have any further obligations hereunder
except pursuant to Paragraphs 5 and 6 hereof.
5. NONDISCLOSURE. The Executive understands that, solely as a result of
his employment with the Company, he will have knowledge of and access to certain
confidential information relating to the operational, financial and planning
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aspects of the Company's business and other aspects of the Company's business.
The Executive agrees that, during or following his employment by the Company, he
will not disclose to others (except in the course of his employment with the
Company and solely in furtherance of the interest of the Company) any such
confidential information. The provisions of this paragraph shall not preclude
the Executive from using, after the termination of his employment with the
Company, his general professional knowledge and skills including those developed
while employed by the Company. The Executive further agrees to comply with any
provision of any agreement between the Company and any other party relating to
the confidentiality of information relating to that party or its operations.
6. RESTRICTIVE COVENANTS. The Executive shall not at any time during
the term of his employment hereunder and for a period of two (2) years after the
date this Agreement expires or is terminated for any reason, directly or
indirectly, for himself or for any other person, firm, corporation, partnership,
association or other entity, except on behalf of the Company:
(a) engage or be involved in any business operations in Poland
the same or similar to those currently conducted by the Company;
(b) interfere with business relationships between the Company
and its suppliers, franchisors, or customers;
(c) without the Company's prior written consent, become
employed by an entity with which the Company has a business relationship; or
(d) without the Company's prior written consent, hire or
solicit the employment of any person or associate in the employ of the Company
or its subsidiaries or affiliates.
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The Executive acknowledges that (i) the foregoing covenants are
reasonable in scope and duration and (ii) he will be able to earn a living and
provide for his family without violating the foregoing covenants.
7. NO DELEGATION. Neither the Company nor the Executive shall delegate
its or his obligations pursuant to this Agreement to any other person, except as
provided in Paragraph 8 hereof.
8. NO ASSIGNMENT. Neither the Company nor the Executive shall assign
any of its or his rights under this Agreement to any other person, except that
the Company may assign its rights under this Agreement to any successor entity
in a merger with the Company or any entity that purchases all or substantially
all of the Company's assets, and except that the Company may assign its rights
and obligations hereunder to a subsidiary or affiliate, after which assignment
the Company will have no obligations hereunder.
9. DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
11. NOTICES. Any notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be in writing and
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shall be deemed to have been duly given (a) when delivered by hand or facsimile,
or (b) 3 days after deposit in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: International Fast Food Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
With a copy to: Greenberg, Traurig, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
If to the Executive: Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxxxxx
Xxxx X000
Key Xxxxxxxx, Xxxxxxx 00000
or to such other addresses as either party hereto may from time to time give
notice of to the other.
12. BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns.
13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted. If such invalidity shall be caused by the length of any
period of time or the size of any area set forth in any part hereof, such period
of time or such area, or both, shall be considered to be reduced to a period or
area to the extent and only to the extent that such reduction would cure such
invalidity.
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14. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach or violation.
15. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. SPECIFIC PERFORMANCE. The Executive agrees that a violation by him
of any of the covenants contained in Paragraphs 5 or 6 of this Agreement will
cause irreparable damage to the Company the amount of which will be virtually
impossible to ascertain, and with respect to which the Company may not have an
adequate remedy at law, and for those reasons the Executive agrees that the
Company shall be entitled to an injunction or a restraining order (both
temporary or permanent) from any court of competent jurisdiction restraining any
violation of any or all of said covenants by the Executive, all persons he
controls, and all persons acting for or with him, either directly or indirectly,
in addition to any other form of relief, at law or equity, to which the Company
may be entitled. When used in Paragraphs 5, 6 and 16 hereof, the term "Company"
shall include all its directly and indirectly owned subsidiaries and its
affiliates involved in the restaurant business in Poland.
17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, understandings and arrangements, both oral and
written, between the parties hereto with respect to such subject matter. No
amendment or modification of this Agreement shall be valid or binding upon the
Company unless made in writing and signed by a duly authorized officer of the
Company other than the Executive, or upon the Executive unless made in writing
and signed by him.
19. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.
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IN WITNESS WHEREOF, the parties have set their hands and seals as of
the day and year first above written.
COMPANY:
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
Chairman of the Board
& Chief Executive Officer
EXECUTIVE:
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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