EX - 10.2
EMPLOYMENT CONTRACT
This Employment Contract, is hereby executed as of the
date below written by and between PL Brands, Inc., Delaware
corporation (the "Company") and Xxxxxxxxxxx X. Xxxxxxx, 0000 X.
Xxxxxxxx Xxxxxx, #000, Xxxxxxx Xxxxx, Xxxxxxx 00000
("Employee").
A. The Employee has owned and operated Xxx.xxx,
Inc., a Florida corporation ("Xxx.xxx"), certain of whose
assets have been acquired by the Company pursuant to an
agreement, in a tax free exchange under Section 368 of the
Internal Revenue Code. He possesses certain unique knowledge,
skills, talent, strategies, ethics and objectives which are
necessary for the continued operation of the assets and
business of Xxx.xxx acquired by the Company.
B. The Company, pursuant to the agreement above
referenced, has agreed to retain the services of the Employee
for a period of two years in order to continue the business of
Xxx.xxx and Employee has agreed to same.
NOW THEREFORE, in consideration of the foregoing
premises and the parties' mutual undertakings contained in this
Contract, the Company and the Employee hereby agree that the
Company will employ the Employee upon the following terms and
conditions:
1. Duties and Responsibilities. The Employee shall
serve as Vice President, or such other position
as reasonably requested by the Company. He shall
assist in maintaining the existing Internet
site, Xxx.xxx. He shall also assist in
evaluating other Internet businesses that may be
available to the Company and in devising
business strategies for the Company and such
other duties as may be reasonably requested by
the Company. He will report to Xx. Xxxxxxx
Xxxxxxx, President, or his successor.
2. Terms. The employment will commence effective on
August 21, 2000 and continue for a term of at
least two years and thereafter upon the terms
and conditions contained herein until terminated
as provided below in paragraph 5.
3. Compensation.
a. Base Salary. The Employee's initial
salary will be Ten Thousand Four Hundred
Sixteen and 66/100 dollars ($ 10,416.66)
per month [One Hundred Twenty Five
Thousand and 00/100 dollars ($125,000.00)
annualized], less customary withholding
and other deductions to be paid biweekly.
The base salary will be reviewed on an
annual basis. Any modifications will be
subject to the discretion of the Company,
but at no time will the base salary be
reduced below the initial level set forth
in this paragraph.
b. Bonus Compensation. Effective for the
fiscal year beginning July 1, 2000 the
Employee will be eligible to participate
in the Company's bonus plan, if same
exists, subject to the terms and
conditions of the plan, as that plan
applies to the Company's key executive
employees. The Company may in its sole
discretion modify or eliminate the bonus
plan.
c. Stock Option Plan. Employee will be
included in an employee incentive stock
option plan when and if it is
established.
4. Employee Benefits. The Employee will be
eligible to participate in the following Company
provided employee benefits programs upon
satisfaction of the eligibility requirements of
each plan and completion of the necessary
enrollment forms, if any. The Employee's
participation will be subject to the terms of
the respective plans, as those plans apply to
the Company's key executive employees, and
applicable law. The Company may in its sole
discretion modify or eliminate any or all of the
foregoing benefit programs, none of which
presently exists.
a. Health Insurance. Employee's portion of
the premium expense will depend upon the
coverage Employee selects.
b. Dental Insurance. Employee's portion of
the premium expense will depend upon the
coverage Employee selects.
c. Life Insurance. The Company will pay all
premiums necessary to provide Employee
with coverage under the Company's group
life insurance plan, as that plan applies
to the Company's key executive employees.
Employee may purchase at his sole cost
coverage for his dependents as provided
in the Plan.
d. Short Term Disability.
e. Long Term Disability.
f. The Company 401(k) Profit Sharing Plan. A
copy of the summary plan description will
be provided.
g. Sick Pay.
h. Vacation. The Employee will be eligible
to receive two (2) weeks of paid vacation
during each twelve (12) month period of
his employment commencing on his first
day of work. Vacation days must be used
during the applicable twelve (12) month
period and may not be carried over. Upon
termination of Employee's employment, any
unused vacation will be forfeited.
i. Expense Reimbursement. The Company will
reimburse Employee for all reasonable
expenses incurred in connection with the
performance of Employee's services,
including travel and entertainment
expenses with the Company's prior
approval. These expenses must be incurred
in accordance with Company policies and
must be sustained by written statements
and receipts before reimbursement will be
made.
5. Termination. The Agreement and Employee's
employment may be terminated upon any of the
following:
a. The mutual written agreement of the
parties.
b. Upon receipt by the Company of a written
determination from a physician stating
that Employee is disabled. Employee will
be deemed disabled if unable, with a
reasonable accommodation, to perform the
usual and regular duties he has performed
as an employee of the Company as a result
of any physical or mental condition
caused by injury or illness. Employee
agrees to cooperate with the Company
including submitting to a physical
examination in arriving at a
determination of disability.
c. Upon Employee's death.
d. Company may terminate Employee's
employment at any time after the second
anniversary date of employment with the
Company, for any reason whatsoever by
giving not less than 30 days written
notice to Employee of such termination.
Notwithstanding the foregoing, after the
second anniversary date the Company has
the right to immediately terminate
Employee upon written notice provided
Employee will be paid for the balance of
the 30 day notice period.
e. The Employee may terminate his employment
at any time after the second anniversary
of his employment with the Company, for
any reason whatsoever, by giving not less
than 30 days written notice to the
Company of such termination.
f. In addition the Company has the right to
terminate Employee's employment
immediately upon (i) the material breach
of any provisions of this Agreement which
material breach has not been cured within
30 days after written notice describing
the breach has been given, (ii)
Employee's conviction of a crime
punishable as a felony, (iii) upon the
insolvency, bankruptcy or dissolution of
the Company, (iv) upon Employee's
commission of fraud, theft or dishonesty
in the course of his employment having a
material adverse effect upon the Company,
its directors, shareholders or employees.
In the event of the termination of this Agreement the
parties agree to carry out any provisions that
contemplate performance by them subsequent to the
termination of the Agreement. Termination will not
affect any obligations which have accrued prior to
termination including payment of compensation to
Employee up to the date of termination.
6. Confidential Information. Employee agrees that
in connection with his employment he will obtain
knowledge of and be exposed to certain
confidential information of the Company. For
purposes of this Agreement, "confidential
information" means (a) all information relating
to systems, methods and techniques concerning
development, operation, manufacture,
distribution, pricing and marketing of the
Company's products and services, (b) customer
lists, telephone numbers and other information
pertaining to customers, (c) financing, plans,
properties or other information relating to the
operation of the Company generally and (d) other
private and confidential information which is a
special and unique asset of the Company or
information which if known to competitors or
others outside of the Company would be harmful
to the Company. Employee agrees that he will
not, without first receiving written
authorization signed by the Chief Executive
Officer of the Company, during the term of this
Agreement (other than in the ordinary course of
business) or at any time after the termination
of his employment, remove from the Company's
premises or divulge to any person or entity any
such confidential information. In this regard
Employee agrees to deliver to the Company upon
termination of employment any and all such
confidential information in any form whatsoever
in his possession or under his control.
7. Ownership of New Developments. Employee agrees
that the Company will be the owner of and
immediately entitled to an assignment of all (a)
improvements, enhancements, developments,
adaptations, processes or inventions relating or
arising out of the Company's existing or
proposed processes, products, inventions or
business activities, and (b) any new process,
technology, design, product or other invention
which is developed by Employee through
Confidential Information or which develops
through the use of the Company's facilities (all
of which are "New Developments"). Employee must
immediately disclose the existence of any New
Development to the Company and, when requested
by the Company, immediately execute and deliver
to the Company an assignment of his right, title
and interest thereto. Employee will cooperate,
with the Company, without cost to Employee, in
prosecuting any claim for patent or copyright
protection which the Company desires with
respect to any such New Development.
8. Covenant not to Compete. The Employee agrees
that during the tern of this Agreement and for a
period of two (2) years following termination of
his employment for any reason whatsoever,
Employee will not directly or indirectly alone,
or as a partner, officer, director, shareholder,
employee, independent contractor or consultant
of any other person or entity engage in any of
the following activities.
a. Without the prior written consent of the
Chief Executive Officer of the Company,
knowingly solicit the trade or do
business with or assist anyone else in
solicitation of any person or entity for
whom the Company has provided, or has
negotiated to provide, products or
services during the twelve (12) month
period immediately preceding the
termination of his employment.
b. Without the prior written consent of the
Chief Executive Officer of the Company,
engage in any commercial activity
involving the marketing or sale of
product lines in competition with the
Company's business as conducted as of the
date of termination of employment or with
any part of the Company's contemplated
business, within the United States of
America and Canada, or since the business
of the Company is Internet related and
thus worldwide, any entity whose service
or product which is, or can be made
available, in the United States of
America and/or Canada.
c. Without the prior written consent of the
Chief Executive Officer of the Company,
solicit or assist anyone else in the
solicitation of any of the Company's then
current employees to terminate their
employment with the Company and become
employed by any business enterprise with
which Employee may then be associated,
affiliated, or connected.
9. Injunctive Relief. Employee acknowledges and
agrees that his violation of the
Confidentiality, New Development and Non-Compete
Covenants would result in immediate and
irreparable damage to the Company for which the
Company does not have adequate relief at law.
Employee acknowledges that the Company has the
right to seek injunctive relief from a court of
competent jurisdiction to prevent a threatened
or continuing breach of such violation.
10. Miscellaneous. Wherever possible each provision
of this Agreement will be interpreted in the
manner so as to be effective and valid under
applicable law; and any provision of this
Agreement that is prohibited by or invalid under
applicable law will be ineffective only to the
extent of such prohibition or invalidity without
invalidating the remainder of such provision or
the remaining provisions of this Agreement. This
Agreement may be amended at any time by
agreement of the parties and will be governed
and construed by the laws of the State of
Minnesota. It constitutes the entire agreement
of the parties with respect to the subject
matter hereof and will be binding upon and inure
to the benefit of the Company, its successors
and assigns and Employee, his heirs, legal
representatives and assigns.
Dated this 30th day of June, 2000.
/s/ Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx
(Employee)
PL Brands, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: CEO
