EMPLOYMENT AGREEMENT
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AGREEMENT made as of this 15th day of March, 2000, by and between
MERIDIAN USA HOLDINGS, INC., a Florida corporation, with its principal office
located at 0000 X.X. 0xx Xxxxxx, Xxxxx X-00, Xxxx Xxxxx, XX 00000 (the
"Corporation") and XXXXXX XXXXXXXXX, residing at 0 Xxxx Xxxx, Xxxxxxx, XX 00000
(the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation is engaged in the business of producing and
selling syrups, beverages and other food products through wholesale, retail and
food service channels; and
WHEREAS, the Corporation desires to employ the Employee, and the
Employee desires to be employed by the Corporation, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants contained herein, the parties agree as follows:
1. TERM OF EMPLOYMENT. The term of this Agreement shall be for a
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period of two (2) years commencing on the date hereof and ending on March ____,
2002, unless sooner terminated pursuant to Paragraph 7 hereof (the "Term").
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2. EMPLOYMENT, DUTIES AND ACCEPTANCE.
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(a) The Corporation hereby employs the Employee as Vice
President - Sales to render full-time services to the business and affairs of
the Corporation, subject to the direction of the Board of Directors and the
President of the Corporation, and to the policies, business plans and budgets
from time to time adopted by the Board. In connection therewith, the Employee
shall perform such duties as he is reasonably directed or requested to perform
by the Board or the President.
(b) Employee shall prepare and deliver on a timely basis all
reports regarding sales, sales activities or other business matters as may be
requested by the Corporation.
(c) The Employee hereby accepts such employment and shall
exercise his best efforts, judgment, skill and talents in the business and
interests of the Corporation, and shall perform such duties and services
conscientiously and to the full extent of his abilities, and shall not engage in
any other business activity, whether or not for profit, or be otherwise
employed, without the prior written consent of the President of the Corporation.
3. COMPENSATION.
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(a) COMMISSIONS. In consideration for the Employee's
services to the Corporation hereunder, the Corporation shall pay to the Employee
a commission of one and a half percent (1.5 %) of the net amount of shipments
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the Corporation makes on sales made during the Term of his employment. "Net
amount of shipments" means the gross sales price of merchandise sold and
shipped, less discounts, returns, claims, allowances and bad debts , but not
reduced by returns due to shipment of defective products by the Corporation.
The Corporation shall have the absolute right in its discretion: (a) to refuse
any orders procured by Employee; and (b) to make such allowances and adjustments
and accept returns in respect of any shipments as it may determine to be
appropriate. Commissions shall be due and payable on the 30th day after the end
of the month in which the commission is earned.
(b) SALARY. In addition to the commissions, the Corporation
will pay Employee a salary of ninety thousand dollars ($90,000) per year,
payable in twenty-six (26) bi-weekly installments.
4. STOCK BONUS: As additional compensation hereunder, the
Corporation shall issue to Employee 5,000 shares of its Common Stock upon
completion of the thirtieth (30th) day of the Term of this Agreement.
5. BENEFITS: During the Term of this Agreement, Employee will be
provided with the following benefits:
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(a) Group health insurance for him and his family at the
Corporation's expense and such other insurance or benefit made available
generally to other employees of the Corporation.
(b) Two weeks paid vacation and sick leave in accordance with
the policies in effect at the Corporation.
(c) Reimbursement for the cost of leasing an automobile to be
used in the performance of his duties hereunder, subject to a maximum benefit of
$400 per month, plus reimbursement for the cost of insurance for such
automobile, plus the cost of gas and maintenance for use in the performance of
his duties hereunder.
6. EXPENSES. The Corporation shall reimburse the Employee for all
reasonable expenses actually incurred by him in furtherance of the performance
of his services hereunder, against vouchers or other proof of expenditures. No
expenses in excess of $1,000 per item shall be reimbursed unless authorized in
advance by the President of the Corporation. Expenses will be reimbursed within
fifteen (15) days after the end of the month in which vouchers are submitted to
the Corporation.
7. TERMINATION.
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(a) TERMINATION FOR CAUSE: The Corporation may terminate
Employee's employment hereunder upon 15 days prior written notice due to:
(i) insubordination;
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(ii) disloyalty;
(iii) misconduct; or
(iv) the physical or mental inability of the Employee to
perform his normal and customary duties and services hereunder for a period of
90 consecutive days or an aggregate of 120 days during any 12 month period
during the Term of this Agreement; provided, however, that no termination
shall be deemed for cause under this paragraph unless the Employee shall first
have received written notice from the Corporation advising the Employee of the
specific acts or omissions alleged to constitute the failure to perform his
duties or the breach of a material provision, and such failure or breach is
not remedied within 15 days after such notice.
(iv) The Employee may resign at any time, upon 15 days'
prior written notice.
8. RESTRICTIVE COVENANTS.
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(a) The Employee acknowledges that the Corporation's business
is based largely on certain confidential information, including, but not limited
to, lists of employees, and other records of the Corporation acquired, collected
and classified as a result of a substantial outlay of money; that the trade and
goodwill of the Corporation with its clients has been established at a
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substantial cost to, and great effort on the part of, the Corporation; that
irreparable damage will result to the Corporation if such lists, records or
information are obtained or used by any other person or competitor of the
Corporation, or if said goodwill is diverted from the Corporation; and that his
employment is being obtained and is based upon the trust and confidence reposed
by the Corporation in the Employee with respect to the proper use of such lists,
records and information solely for the Corporation's benefit. The Employee
further acknowledges that such employment affords him an opportunity to develop
favorable relations with clients of the Corporation and access to such
confidential lists, records and information concerning the Corporation's
business. In consideration thereof, and in consideration of his employment by
the Corporation, during the period of his employment and, in the event that the
Employee voluntarily resigns his employment, for a period of six (6) months
after the termination thereof ("Noncompetition Period"), the Employee will not,
except on behalf of the Corporation, directly or indirectly, engage for his own
account or become or be interested in or associated with any person,
corporation, firm, partnership or other entity whatsoever, directly or
indirectly engaged in direct competition to the business of the Corporation in
the United States in the sale of the products the same as or similar to those
sold by the Corporation during his employment.
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(b) The Employee further agrees that during the
Noncompetition Period he will not, directly or indirectly, sell or solicit sales
for any products the same as or substantially similar to those sold by the
Corporation during the period of employment hereunder, to or from any customer
who at any time during the Noncompetition Period purchased such products from
the Corporation.
(c) In view of the fact that the services that the Employee
renders for the Corporation will bring him into close contact with many
confidential affairs of the Corporation and its affiliates and parent company,
including matters of a business nature, such as information about costs,
profits, markets, sales, lists of past, current and prospective clients, price
lists, lists of employees and other information not readily available to the
public, and plans for future developments, during his employment hereunder and
thereafter, the Employee shall not disclose to any person, corporation, firm,
partnership or other entity whatsoever (except the Corporation, its parent
company, or any of its affiliates), or any officer, director, stockholder,
partner, associate, employee, agent or representative of any such partnership,
firm or corporation, any confidential information or trade secrets of the
Corporation, its subsidiaries or affiliates learned by him at any time during
the term of this Agreement, and that the Employee will promptly deliver to the
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Corporation upon termination of his employment hereunder, or at any time the
Corporation may so request, all memoranda, notes, records, reports and other
documents (and all copies thereof) relating to the business of the Corporation,
its subsidiaries or affiliates, which the Employee may then possess or have
under his control.
(d) The Employee acknowledges that he is being employed by
the Corporation primarily in reliance upon his covenants and assurances
contained in Paragraph 8 hereof, and the Corporation and the Employee
acknowledge that a violation of the foregoing restrictive covenants will cause
irreparable injury to the Corporation, and that the Corporation shall be
entitled, in addition to any other rights and remedies they may have, at law or
in equity, to an injunction enjoining and restraining the Employee from doing or
continuing to do any such act and other violation or threatened violation of
this Paragraph 8.
(e) In the event that any action, suit or other proceeding at
law or in equity is brought to enforce the provisions of this Paragraph 8 or to
obtain money damages for the breach thereof (the "Action"), and such Action
results in the award of a judgment for money damages or in the granting of any
injunction in favor of the Corporation or if the Employee shall prevail, all
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expenses, including reasonable attorneys' fees of the prevailing party in such
Action, shall be paid by the party against whom judgment is awarded.
9. NOTICES.
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(a) All notices or other communications provided for in, or
permitted under, this Agreement shall be in writing and shall be given by
certified or registered mail with postage prepaid, by hand delivery, by
telecopier or overnight mail service, as follows:
If to the Corporation:
Meridian USA Holdings, Inc.
0000 X.X. 0xx Xxxxxx
Xxxxx X-00
Xxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxx
If to the Employee:
Xxxxxx Xxxxxxxxx
0 Xxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
or to such other person or address as either party shall specify by notice in
writing to each of the other parties. All such notices and communications shall
be deemed to have been duly given or made (i) when delivered by hand, (ii) five
business days after being deposited in the mail, postage prepaid, (iii) the
first business day after placed in overnight mail service, or (iv) when
telecopied, receipt acknowledged.
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10. GENERAL.
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(a) This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida applicable to
agreements made and to be performed entirely in Florida.
(b) The paragraph headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(c) The foregoing is the entire agreement of the parties with
respect to the subject matter hereof and no representations, inducements,
provisions or agreements, oral or otherwise, not embodied herein, shall be of
any force or effect.
(d) This Agreement may be amended, modified, superseded or
canceled, and the terms, covenants and conditions hereof may be waived only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance.
(e) Should any part of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any remaining
portion, and any such remaining portion shall continue in full force and effect
as if this Agreement had been executed with the invalid portion eliminated.
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(f) Whenever applicable herein, the masculine gender shall be
construed to include the feminine, and words in their singular form shall be
construed to include their plural, and vice versa.
(g) This Agreement shall not be assignable by Employee. The
Corporation may assign this agreement to another entity in the event of a
merger, consolidation or sale of all or substantially all the assets of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MERIDIAN USA HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx, President
/s/ Xxxxxx Xxxxxxxxx
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XXXXXX XXXXXXXXX
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