Exhibit 7
ADDENDUM TO EMPLOYMENT AGREEMENT MADE AND ENTERED INTO IN XXX XXXX XX XXXXXXXX,
XXXXXXXX XX XXXXXX, AS OF THE 30TH DAY OF MAY 2001
BY AND BETWEEN:
PIZZA XXXXXX.XXX INC.
Body politic duly constituted according to Law, having its Head Office
and principal place of business at 0000 X'Xxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxx, herein duly represented by Xx. Xxxxx Xxxxx, its
representative, duly authorized for these purposes,
(hereinafter referred to as "XXXXXX.XXX")
AND:
XXXXXX TSAOUSSIAN
residing and domiciled at 000 Xxxxxxxx, Xxxxxxxx, Xxxxx, Xxxxxx, X0X
0X0
(hereinafter referred to as "XXXXXX")
WHEREAS XXXXXX has been an employee of either XXXXXX.XXX or its sole
shareholder, Pizza Donini Inc., since 1992 and is currently the President and
Chief Operating Officer of XXXXXX.XXX;
WHEREAS Pizza Donini Inc. is currently a wholly owned subsidiary of Donini,
Inc., a New Jersey corporation;
WHEREAS, the parties wish to set forth certain conditions of employment in
addition to those currently agreed upon between the parties, the whole as
provided more fully herein;
The parties hereby agree as follows:
1. That the preamble to the present Agreement shall form an integral part
hereof as if it were recited at length herein for all legal purposes.
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2. XXXXXX shall continue to provide such management and administrative
services to XXXXXX.XXX and to such other related and affiliated
companies as the Chief Executive Officer of Donini, Inc. shall direct
from time to time, including but not limited to Donini, Inc. and Pizza
Donini Inc.
3. For services rendered in the past and as an inducement for the
continued employment and efforts of XXXXXX to XXXXXX.XXX and/or to any
of its subsidiaries, affiliates, parent corporation or related
companies, XXXXXX.XXX shall cause Donini, Inc., the parent corporation
of Pizza Donini Inc., to issue to XXXXXX on or before August 30th, 2001
thirty-five thousand (35,000) shares of its common stock, as fully paid
and non-assessable.
4. In addition to the stock of Donini, Inc., as stipulated above, and to
any remuneration currently received or to be received in the future,
XXXXXX shall be entitled to receive, the following options to purchase
shares of Donini, Inc., the parent corporation of Pizza Donini Inc.:
a) Ninety-one (91) days following the commencement of trading
(the "effective date") of the stock of Donini, Inc. on the
Over-the-Counter Bulletin Board or Nasdaq, XXXXXX shall
receive an option to purchase a maximum of thirty-five
thousand (35,000) shares of common stock of Donini, Inc., at
an exercise price equal to 110% of the five (5) day average
trading price immediately following the first ninety (90) days
of trading of the common stock of Donini, Inc. on the
Over-the-Counter Bulletin Board or Nasdaq, provided however
that the exercise price of the stock is not less than fifty
percent (50%) of the average of the five (5) highest closing
prices during the ninety (90) day period immediately following
commencement of trading. The option granted may be exercised
at any time between the ninety-sixth (96th) day following the
effective date and twenty-four (24) months following the
granting of the option;
b) Twelve (12) months following the granting of the option
described in sub-paragraph 4a) hereof, an option to purchase
fifty thousand (50,000) shares of common stock of Donini, Inc.
at an exercise price equal to 110% of the five (5) day average
trading price immediately following the granting of the option
described in this sub-paragraph, provided however that the
exercise price of the stock is not less than fifty percent
(50%) of the average of the five (5) highest closing prices
during the ninety (90) day period immediately following
commencement of trading, which option may be exercised at any
time within twenty-four (24) months following the granting of
the said option;
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c) Twenty-four (24) months following the granting of the option
described in sub-paragraph 4a) hereof, an option to purchase
seventy-five thousand (75,000) shares of common stock of
Donini, Inc. at an exercise price equal to 110% of the five
(5) day average trading price immediately following the
granting of the option described in this sub-paragraph,
provided however that the exercise price of the stock is not
less than fifty percent (50%) of the average of the five (5)
highest closing prices during the ninety (90) day period
immediately following commencement of trading, which option
may be exercised within twenty-four (24) months following the
granting of the said option;
d) For the purposes of the shares of common stock to be issued
pursuant to paragraph 4 hereof and for the purposes of the
options granted pursuant to sub-paragraphs a), b) and c)
hereof, Donini, Inc. hereby intervenes into the present
Agreement and undertakes to issue and grant to XXXXXX the
common stock and options to acquire shares of its common
stock. All shares issued pursuant to the terms hereof and to
the options granted herein shall be subject to all applicable
federal and state securities legislation, regulations and
policies, including all rules regarding the disposition of
shares by insiders.
e) In the event that XXXXXX shall cease to provide any services
to any of XXXXXX.XXX, its subsidiaries, affiliates, related
companies or parent corporations prior to the granting of any
of the options described in this paragraph 3 then XXXXXX shall
forfeit the right to receive any option hereunder that has yet
to be granted by Donini, Inc..
5. During the term of XXXXXX' employment with XXXXXX.XXX or any of its
subsidiaries, affiliates, parent corporation or related companies and
for a period of three (3) years thereafter, XXXXXX shall not, directly
or indirectly, alone, in concert or partnership with others, through a
xxxxx-nom or company either as an employee, director, shareholder,
lender, principal, officer, investor, associate or consultant, compete
with the business of XXXXXX.XXX, its subsidiaries, affiliates, parent
corporation or related companies, nor shall he offer assistance or
advice to any competing business or businesses. XXXXXX hereby
acknowledges and agrees that any breach of the obligations enumerated
herein shall cause irreparable prejudice to XXXXXX.XXX, its
subsidiaries, affiliates, parent corporation, related companies and the
stockholders of the parent corporation.
6. XXXXXX acknowledges that during his employment with XXXXXX.XXX, its
subsidiaries, affiliates, parent corporation and related companies, he
has been and shall continue to be privy to confidential information and
trade secrets belonging to XXXXXX.XXX, its subsidiaries, affiliates,
parent corporation and related companies as it relates to the products,
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designs, business plans, contracts, proposals, business opportunities,
finances, research, development, know-how, personnel, or third-party
confidential information of XXXXXX.XXX, its subsidiaries, affiliates,
parent corporation and related companies to which XXXXXX may have
access and the terms and conditions of this Agreement. For and in
consideration of the entering into of this Agreement and in
consideration of the options granted herein, XXXXXX undertakes not to
divulge any of the aforementioned information to any person, entity,
corporation or authority, nor to use such information for his benefit
or the benefit of anyone other than XXXXXX.XXX, its subsidiaries,
affiliates, its parent corporation and related companies at any time
during his employment or thereafter. XXXXXX hereby acknowledges and
agrees that any breach of the obligations enumerated herein shall cause
irreparable prejudice to XXXXXX.XXX, its subsidiaries, affiliates,
parent corporation and the stockholders of the parent corporation.
7. Upon the termination of this Agreement, XXXXXX shall return to
XXXXXX.XXX all books, records, material, customer and supplier lists,
confidential information, franchisee lists and documents and all other
material, whether written, electronic or other, in respect of
XXXXXX.XXX's operations and those of subsidiaries, affiliates, parent
corporation, related companies, shareholders, franchisees, lenders,
suppliers, customers and other business contacts of any nature
whatsoever and shall not retain any copies, records or other similar
information.
8. This Agreement shall be interpreted in accordance with the Laws of
Quebec and any and all disputes shall be submitted to the appropriate
court for the District of Montreal.
9. This Agreement was drafted in English at the request of the parties
hereto. La presente Convention a ete redigee en anglais a la demande
des parties aux presentes.
AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF DATE ENUMERATED HEREINABOVE.
PIZZA XXXXXX.XXX INC.
Per: /s/ XXXXX XXXXX
-------------------------
Xxxxx Xxxxx
Duly authorized for these purposes
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/s/ XXXXXX TSAOUSSIAN
-------------------------
XXXXXX TSAOUSSIAN
DONINI, INC.
Per: /s/ XXXXX XXXXX
-------------------------
Xxxxx Xxxxx,
Duly authorized for the purposes
stated herein
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