EXHIBIT 10.15
EMPLOYMENT AGREEMENT
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THE EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 1, 2005
by and between Bootie Beer Corporation, a Florida Corporation, ("Company"), and
Xxxx Xxxxxxxx, an individual ("Executive").
RECITALS
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A. Company is engaged in the business of distribution and marketing of
beer (the "Business") and has need for personnel with experience in high level
operational matters involving the operation of a manufacturing business.
B. Executive has been employed by the Company since April 2004 and is
experienced in high level operational matters involving the operation of the
Business.
C. The parties are willing to enter into the Agreement with respect to
Executive's continued employment and services upon the terms and conditions
hereinafter set forth.
AGREEMENT
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In consideration of the foregoing recitals and the premises herein
contained, the parties agree as follows:
I.
TERM
Subject to the provisions of Section IV hereof, the initial term of the
Executive's employment under this Agreement will commence on September __, 2005
and end on December 31, 2007, and shall be automatically renewed for additional
one-year terms at the end of the initial term and each successive renewal term,
unless Executive or the Company provides written notice of non-renewal at least
90 days prior to the end of the then remaining term (the initial term and any
renewal terms being hereinafter referred to as the "Employment Term").
II.
DUTIES
SECTION II. 1 General Duties. Executive shall serve as President and
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Director of Bootie Beer Corporation, during the Employment Term. Executive,
during the Employment Term, subject to the policies and directives of the Board
of Directors of Company ("Board"), shall be responsible for the daily operations
of Bootie Beer Corporation and its subsidiaries.
SECTION II. 2 Devotion of Time to Company's Business. Executive agrees
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during the Employment Term, to devote his best efforts, to his employment with
Company, and to perform such duties as are specified in Section II.1 and such
other duties consistent with Section II.1 as shall be reasonably requested by
the Board.
III.
COMPENSATION AND BENEFITS
As compensation for his services hereunder, during the Employment Term,
Executive shall receive compensation and benefits (see below) payable in cash at
the times and in the installments consistent with Company's payroll practices.
The Company will review Executive's salary at least annually and may increase
(but not decrease) the Executive's salary at its discretion:
Gross Base Salary $105,000 $8,750 per month
Annual Bonus At Company's discretion
Auto Allowance $700
Medical Yes, Family coverage
Life Insurance Yes, Twice Salary
Holidays Company policy and procedures
Vacation Twenty one (21) paid days per year
Pension and Profit sharing None
Recruiting Stock Option Award 220,000 shares
Annual Stock Option Award 100,000 shares
Options awards will be granted pursuant to the terms of the Company's 2005
Non-Qualified Stock and Stock Option Plan.
IV.
TERMINATION
SECTION IV. 1 Termination by the Company. Company may terminate
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Executive's employment under the Agreement, for "cause", due to any of the
following acts or omissions: (a) Executive's breach of any statutory or common
law fiduciary duty or duty of loyalty to Company; (b) Executive's conviction for
any felony; (c) any proven illegal act which materially and adversely affects
the business of Company or any of its affiliates; or (d) Executive's breach of
any material provision or covenant of the Agreement, or of any other agreements
entered into in connection with the Agreement; provided that in the case of
clause (a) or (d), Executive has been given written notice of such breach by the
Company and been afforded a reasonable opportunity to cure such breach. The
agreement and Executive's employment may be terminated at Company's discretion,
provided that Company shall pay to Executive an amount equal to payment at
Executive's base salary rate for twelve months.
SECTION IV. 2 Termination by Executive. Executive may terminate his
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employment under this Agreement for "good reason" due to any of the following
acts: (a) the Company's assignment of the Executive, without his consent, to a
position, responsibilities or duties of a materially lesser status or degree of
responsibility than his position, responsibilities or duties as of the date
hereof; (b) a material reduction in the compensation or benefits provided to the
Executive; (c) the Company's breach of a material provision of this Agreement;
or (d) the Company's failure to renew this Agreement at the end of the initial
term or any subsequent renewal term. If the Executive terminates his employment
for "good reason," the Company shall pay to Executive an amount equal to payment
at Executive's base salary rate for twelve months. Executive may also terminate
his employment under this Agreement without "good reason" on thirty days written
notice, whereupon this Agreement shall terminate, and the parties shall have no
further obligations other than the payment by the Company of Executive's
compensation through the termination date.
SECTION IV. 3 Termination for Death. The Agreement and Executive's
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employment hereunder shall terminate automatically upon (1) Executive's death.
V.
Article 1 RESTRICTIVE COVENANTS
SECTION V.1 Confidential and Proprietary Information. As an Executive of
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Company, Executive shall have access to certain Confidential and Proprietary
Information (as defined below) concerning Company and its Affiliates (as defined
below). Executive agrees that he will not, either directly or indirectly,
disclose to any person or use any of the Confidential and Proprietary
Information in any way during the Employment Term (except as required in the
course of the performance of her duties to Company).
For purposes of the Agreement, "Confidential and Proprietary Information"
means any of the following information relating to the business of Company that
is not generally known to competitors, suppliers and customers of Company: (i)
any business or technical information, design, process, procedure, formula,
improvement, or any portion or phase thereof, that is owned by or has, at the
time of determination, been used by Company; (ii) any information related to the
development of products and production processes; (iii) any information
concerning proposed new processes; (iv) any information concerning customer
lists and other customer information, vendor lists and information, price data,
cost data, profit plans, capital plans and proposed or existing marketing
techniques or plans; and (v) any other information which would constitute a
"Trade Secret" under the Uniform Trade Secrets Act as in force and effect in the
State of California.
For purposes of the Agreement, "Affiliate" means any corporation, company,
partnership, joint venture, firm and/or other entity which controls, is
controlled by or is under common control with the person with respect to which
the term "Affiliate" is used. For purposes of the Agreement, "Person" means an
individual, corporation, partnership, limited liability company, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof. "Control" means (a) in the case of corporate entities,
direct or indirect ownership of at least fifty percent (50%) of the stock or
participating shares entitled to vote for the election of directors; and (b) in
the case of non-corporate entities (such as limited liability companies,
partnerships or limited partnerships), either (x) direct or indirect ownership
of at least fifty percent (50%) of the equity interest, or (y) the power to
direct the management and policies of the noncorporate entity.
VI.
MISCELLANEOUS
SECTION VII.1 Severability. Every provision of the Agreement is intended
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to be severable. If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid, such illegal or invalid term or
provision shall not affect the balance of the terms and provisions hereof, which
terms and provisions shall remain binding and enforceable.
SECTION VII.2 Notice. Any notice or communication required to be given
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hereunder may be delivered by hand, deposited with an overnight courier, sent by
confirmed facsimile, or mailed by registered or certified mail, if 000 X.
Xxxxxxx Xx Xxxxx 000, Xxxxxx Xxxx, Xxxxxxx 00000 ATT: Xxxxx Xxxxxxxxx Chairman
and if to Executive, to his office. Notice shall be deemed received on the date
sent if sent by facsimile or personal delivery; three days after the date sent
if sent by registered or certified mail; and one day after the day it is sent if
sent by overnight courier.
SECTION VII.3 Entire Agreement; Modification. The Agreement contains the
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entire and complete understanding between the parties concerning its subject
matter and all representations, agreements, arrangements and understandings
between or among the parties, whether oral or written, have been fully merged
herein and are superseded thereby.
SECTION VII.4 Law Governing Agreement. The Agreement shall be governed by
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and construed in accordance with the laws of the State of Florida.
SECTION VII.5 Arbitration. If a dispute arises relating to the terms and
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provisions of the Agreement or involves any claim for breach of any contract or
covenant (express or implied), tort claims, claims for discrimination
(including, but not limited to race, sex, religion, national origin, age,
handicap or disability), claims for compensation or claims for violations of any
federal, state, foreign or other governmental law, statute, regulation or
ordinance, then either party may initiate arbitration proceedings in accordance
with the Rules of the American Arbitration Association ("AAA"). Arbitration
proceedings shall be held in any Florida office of AAA. Both parties hereby
consent to such arbitration, and any arbitration award shall be final and
binding. Neither party shall disclose the existence of any dispute or the terms
of any arbitration decision to any third party, other than their legal counsel,
accountants, and financial advisors or as required by law.
SECTION VII.6 Representation by Counsel. EXECUTIVE ACKNOWLEDGES THAT SHE
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HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE AGREEMENT AND HAS
CONSULTED WITH SUCH LEGAL COUNSEL.
SECTION VII.7 Counterparts. The Agreement may be executed in counterparts,
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all of which taken together will constitute one instrument.
SECTION VII.8 Waiver. Either party's failure to enforce any provision or
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provisions of the Agreement shall not in any way be construed as a waiver of any
such provision or provisions, nor prevent that party thereafter from enforcing
each and every other provision of the Agreement. The rights granted both
parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.
SECTION VII.9 Binding Effect. Except as otherwise provided in the
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Agreement, the Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs, and assigns. Executive
shall not assign, convey, or otherwise transfer, voluntarily or by operation of
law, to any person or entity, the Agreement or any interest herein without the
prior written consent of Company. Any attempt to do so without such consent
shall be null and void.
SECTION VII.10 Indemnification. Executive shall be entitled to
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indemnification by the Company (including the advancement of expenses) to the
fullest extent permitted by law, and will be provided with directors and officer
insurance in an amount not less than $2 million.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as
of the date first above written.
By Bootie Beer Corporation
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, Chairperson
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx, Director
/s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, Director
By Executive
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
