EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective March 1, 1998, by and between International Fast Food Corporation,
Inc., a Florida corporation (the "Company"), and Xxx Xxxxxxxxxxx (the
"Executive").
W I T N E 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 Director of Development for its
subsidiary International Fast Food Polska, Sp. zo.o., and/or
that 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 President (the "President") 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 at such place as is reasonably
designated by the Board. The Executive hereby acknowledges
that he will be required to change his residence in order to
perform his obligations hereunder, and further acknowledges
that he is required to take up residence in the Republic of
Poland in connection with the performance of his duties
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 initial term of this Agreement, and the employment of the
Executive hereunder, shall be for a period commencing on March 1, 1998
and expiring on February 28, 1999 (the "Initial Term"). By notice given
not more than sixty (60) and not less than thirty (30) days before the
expiration of the Initial Term, the Company may extend the term hereof
for an additional one (1) year (the "First Extension" ). By notice
given not more than sixty (60) and not less thirty (30) days before the
expiration of the First Extension, the Company may extend the term
hereof for an additional one (1) year (the "Second Extension") (the
Initial Term, together with the First Extension, if any, and the Second
Extension, if any, is herein referred to as the "Term").
3. Compensation Package.
(a) The Executive's annual salary during the Initial Term shall be as
hereinafter set forth below:
March 1, 1998 through February 28. 1999 $105,000.00
payable by wire transfer in equal monthly 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 laws and regulations.
During the First Extension, if any, The Executive's annual
salary shall be $115,000.00; during the Second Extension, if
any, the Executive's annual salary shall be $125,000.00.
(b) 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.
(c) The Executive shall be entitled to three (3) weeks of paid
vacation during any year of the Term.
(d) The Executive shall be eligible to receive a performance bonus
("Bonus") payable thirty (30) days after the calendar year
ending, December 31, 1998 equivalent to thirty percent (301/o)
of his 1998 Base Salary. Said Bonus will be paid if the
Executive is in the employ of the Company for the entire year
and the Company opens sixteen (16) new Burger King restaurants
over the year ended December 31, 1998, and during the first
option period (24) Burger King restaurants and during the
second option period (30)Burger King restaurants.
Specifically excluded from these restaurants are restaurants
opened within a joint venture with Shell Poland. in addition
to the 30% performance bonus, the Executive shall be entitled
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to receive an additional ten percent (10%) of his then annual
Base Salary as an incentive bonus if the Company opens twenty
(20) restaurants in 1998; thirty (30) restaurants in 1999; and
forty (40) restaurants in 2000. Specifically excluded from
these restaurants are restaurants opened within a joint
venture with Shell Poland.
(e) The Company shall provide the Executive with an automobile
allowance of $500.00 per month. The Executive shall be
responsible for all associated expenses relating to such
automobile, including, without limitation, insurance, gas and
repairs.
(f) The Company shall provide the Executive with a housing
allowance of $1,500.00 per month. The Executive shall be
responsible for all associated expenses relating to such
housing, including, without limitation, telephone,
electricity, gas, water 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 Company shall provide the Executive with an annual travel
allowance of $5,000.
(i) 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 100,000 shares
of the IFFC's common stock par value $.0l per share (the
"Common Stock"), at an exercise price per share equal to the
current price of the Common Stock on the date of the grant,
such options to be exercisable in whole or in part and
cumulatively according to the following vesting schedule,
provided in each case that the Executive is an employee of the
Company on the date of reference:
(i) 35 percent 364 days after the effective date
(ii) 35 percent 729 days after the effective date
(iii) 30 percent 1,095 days after the effective date
In no event shall this Option be exercised 10 years after this Option
first becomes exercisable.
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
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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 that constitutes:
(i) fraud or embezzlement; or
(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.
(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 Thousand
Dollars ($20,000) in a lump sum within thirty (30) days of
such termination. 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") of Twenty Thousand Dollars
($20,000) within thirty days of such termination and neither
party shall have any further obligations hereunder, except
pursuant to Paragraphs 5 and 6 hereof.
(d) 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 financial and
planning 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
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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 restaurant operations in Poland
the same or similar to those 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.
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.
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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 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: Atlas, Xxxxxxxx, Trop & Borkson
New River Center Suite 1900
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
If to the Executive: Xxx Xxxxxxxxxxx
I Orchard Way
Xxxxx Xxxx, Worplesdon
Guildford, Surrey
GU33QG
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.
14. Waivers. The waiver by either party hereto of a breach or violation of
any term or
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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.
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.
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
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By: /s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
Chairman of the Board, President and
Chief Executive Officer
EXECUTIVE:
By: /s/ Xxx Xxxxxxxxxxx
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Xxx Xxxxxxxxxxx
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