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EXHIBIT 6.4
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of September 24, 1997, is made and
entered into by and between HAWAIIAN VINTAGE CHOCOLATE COMPANY, a Hawaii
corporation, having an office at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx 00000 and XXXXX X. XXXXX, an executive employee of Employer (hereinafter
referred to as "Executive")
WHEREAS, Executive is employed by HAWAIIAN VINTAGE CHOCOLATE
COMPANY, INC. (hereinafter referred to collectively as "Employer") in an
executive capacity;
WHEREAS, Employer and Executive entered into that certain
Executive Employment Agreement dated as of September 01, 1997 (the "Original
Agreement"); and
WHEREAS, the parties desire to amend and restate the Original
Agreement so as to provide for the terms and conditions set forth in this
Agreement, and Executive has agreed to continue as an employee of Employer
pursuant to the terms of this Agreement; and
WHEREAS, Employer desires that the Executive continue as an
employee of Employer to provide the necessary leadership and senior management
skills that are important to the success of Employer. Employer believes that
retaining the Executive's services as an employee of Employer and the benefits
of his business experience are of material importance to Employer and Employer's
shareholders.
NOW, THEREFORE, in consideration of Executive's continued
employment by Employer and the mutual promises and covenants contained herein,
the receipt and sufficiency of which consideration is hereby acknowledged,
Employer and Executive intend by this Agreement to specify the terms and
conditions of Executive's employment relationship with Employer and the
post-employment obligations of Executive.
1. GENERAL DUTIES OF EMPLOYER AND EMPLOYEE
1.1. Employer agrees to employ Executive and Executive agrees to
accept employment by Employer and to serve Employer in an executive capacity
upon the terms and conditions set forth herein. The duties and responsibilities
of Executive shall include those described for the particular position held by
Executive while employed hereunder in the By-laws of Employer or other documents
of Employer, and shall also include such other or additional duties as may from
time-to-time be assigned to Executive by the Board of Directors of Employer or
any duly authorized committee thereof or an authorized officer of Employer. The
executive capacity that Executive shall hold during the term hereof shall be
that position as determined by the Board of Directors, or any
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duly authorized committee thereof, from time-to-time in its sole discretion.
While employed hereunder, the initial position that Executive shall hold (until
such time as such position may be changed as aforesaid) shall be the position of
Chairman of the Board of Directors and Chief Executive Officer.
1.2. While employed hereunder, Executive shall obey the lawful
directions of the Board of Directors of Employer, or any duly authorized
committee thereof, or authorized officers of Employer and shall use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation thereof. While employed hereunder, Executive shall devote his time,
efforts, skills, and attention to the affairs of Employer in order that he shall
faithfully perform his duties and obligations hereunder and such as may be
assigned to or vested in him by the Board of Directors of Employer, or any duly
authorized committee thereof, or any duly authorized officer of Employer.
1.3. During the term of this Agreement, Executive may from
time-to-time engage in any businesses or activities that do not compete directly
and materially with Employer and any of its subsidiaries, provided that such
businesses or activities do not materially interfere with his performance of the
duties assigned to him in compliance with this Agreement by the Board of
Directors of Employer or any duly authorized committee thereof or an authorized
officer of Employer. In any event, Executive is permitted to (i) invest his
personal assets as a passive investor in such form or manner as will not
contravene the best interests of Employer and (ii) participate in various
charitable efforts.
2. COMPENSATION AND BENEFITS
2.1. As Compensation for services to Employer, Employer shall pay to
Executive during the term of this Agreement a salary at an annual rate to be
fixed from time-to-time by the Board of Directors of Employer or any duly
authorized committee thereof, which annual rate shall in no event be less than
$175,000 per annum while Executive is employed hereunder. The salary shall be
payable in equal bi-weekly installments, subject only to such payroll and
withholding deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee benefit
plans. The Board of Directors or any authorized committee or officer of Employer
shall review Executive's overall annual Compensation at least annually, with a
view to ascertaining the adequacy thereof and such Compensation may be increased
by the Board of Directors from time-to-time by an amount that in the opinion of
the Board of Directors is justified by Executive's performance.
2.2. In recognition of the essential role that the Chief Executive
Officer plays in the reputation and development of the company, commencing on
the execution date of this agreement, the CEO shall have the exclusive
contractual right, but not the obligation to acquire a number of common shares
or other securities of Hawaiian Vintage Chocolate Company at 75 percent of the
net purchase price of any such securities offered to any third party. The right
to elect to participate on the above terms shall extend for a period
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of five-years from the conclusion of any third party offering, whether public or
private, and may be exercised at any time, in whole or in part, by the CEO.
Should any transaction be concluded involving options or warrants or other
contingent instruments, the CEO shall be granted an equal number of such
instruments with an exercise price equal to 75 percent of the exercise price
offered to third-parties and such instruments shall be exercisable by the CEO at
any time during the same term as the third party, in whole or in part, on a
cashless basis. Should the CEO elect to purchase shares or exercise options for
cash or equivalent, then he shall be entitled to pay for such purchases in the
form of a 10 year term fully amortized note at 6 percent annual interest. The
Employer also grants option rights to the Executive as covered in the Option
Agreement.
2.3. Upon Executive's furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, travel and entertainment expenses) and
containing sufficient information to establish the amount, date, place and
essential character of the expenditure, Executive shall be reimbursed for such
costs and expenses in accordance with Employer's normal expense reimbursement
policy. Executive shall be entitled to participate in all insurance, stock
option, and other stock programs and compensation plans and such other benefits
plans, or programs as may be from time-to-time specifically adopted and approved
by Employer for Executive.
2.4. As long as this Agreement is in effect, Employer shall maintain
hospitalization and medical insurance coverage on Executive as may from
time-to-time be specifically approved and adopted by Employer for its executive
officers generally. In addition, Employer agrees to provide and maintain life
insurance coverage on the life of Executive in the face amount of as may be
available and determine by the Board of Directors, with proceeds thereunder
payable one-half to such beneficiaries as Executive may designate and one-half
to Employer, and Employer agrees to pay all premiums on such policy. Coverage
shall continue throughout the employment term hereof. Such coverage may consist
of term, group term, whole life, or any other form of coverage, and with such
insurers as Employer may select.
2.5. While Executive is employed hereunder, Employer agrees to
provide an allowance to Executive of $5,000 per annum for costs and expenses
incurred by Executive for professional, legal, and/or accounting services
rendered personally to Executive, which amount shall be paid to Executive on
December 1 of each year (or such earlier time that Executive and Employer may
otherwise agree).
2.6. Executive shall be eligible to receive cash bonuses or other
incentive compensation as may be determined by the Board of Directors of
Employer from time-to-time. As long as this Agreement is in effect, Employer
shall maintain an Executive Compensation Program, and Executive shall be
eligible to participate therein, all in accordance with Employer's regular
practices with its senior officers.
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2.7. Executive shall receive an allowance, paid monthly, as
determined by the Board of Directors for the maintenance of a home office and
for an automobile.
2.8. Executive shall have the right to participate in any additional
compensation, benefit, life insurance, hospitalization, medical services or
other plan or arrangement of Employer now or hereafter existing for the benefit
of executives of Employer.
2.9. Executive shall be entitled to such vacation (in no event less
that four weeks per year), holiday, and (subject to the provisions of Section
5.3 hereof) other paid or unpaid leave of absence as consistent with Employer's
normal policies or as otherwise approved by the Board of Directors.
3. PRESERVATION OF BUSINESS: FIDUCIARY RESPONSIBILITY:
Executive shall use his best efforts to preserve the business and
organization of Employer, to keep available to Employer the services of present
employees and to preserve the business relations of Employer with suppliers,
distributors, customers and others. The Executive shall not commit any act, or
in any way assist others to commit any act, that would injure Employer.
4. INITIAL TERM: EXTENSIONS OF THE TERM
4.1. The initial term of this Agreement shall commence on the
effective date hereof and shall end on June 30, 2004.
4.2. The Board of Directors may extend the term of this Agreement for
additional successive seven-year renewal terms commencing June 30, 2004 by
notifying Executive in writing, at least sixty (60) days prior to the expiration
of the then current term, of its intention to extend this Agreement.
5. TERMINATION OTHER THAN BY EXPIRATION OF THE TERM:
Employer or Executive may terminate Executive's employment under this
Agreement at any time, but only on the following terms:
5.1. Executive may terminate his employment under this Agreement at
any time upon at least sixty (60) days' prior written notice to Employer.
5.2. Employer may terminate Executive's employment under this
Agreement at any time, without prior notice, for "due cause" upon the good faith
determination by the Board of Directors of Employer that "due cause" exists for
the termination of the employment relationship. As used herein, the term "due
cause" shall mean any of the following events:
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(i) any intentional and material misapplication by Executive
of Employer's funds, or any other material act of dishonesty committed
by Executive; or
(ii) Executive's material breach, nonperformance or
nonobservance of any of the terms of this Agreement if such breach,
nonperformance or nonobservance shall continue beyond a period of thirty
(30) days immediately after notice thereof by Employer to Executive; or
(iii) any other action by the Executive involving willful and
material malfeasance or gross negligence in the performance of
Executive's duties.
5.3. In the event Executive is incapacitated by accident, sickness or
otherwise so as to render Executive mentally or physically incapable of
performing the services required under Section 1 of this Agreement for a period
of one hundred eighty (180) consecutive business days, and such incapacity is
confirmed by the written opinion of two (2) practicing medical doctors licensed
by and in good standing in the state in which they maintain offices for the
practice of medicine, upon the expiration of such a period or at any time
reasonably thereafter, or in the event of Executive's death, Employer may
terminate Executive's employment under this Agreement upon giving Executive or
his legal representative written notice at least thirty (30) days' prior to the
termination date. Executive agrees, after written notice by the Board of
Directors of Employer or a duly authorized committee or officer of Employer, to
submit to examinations by such practicing medical doctors selected by the Board
of Directors of Employer or a duly authorized committee or officer of Employer.
5.4. Employer may terminate Executive's employment under this
Agreement at any time for any reason whatsoever, even without "due cause," by
giving a written notice of termination to Executive, in which case the
employment relationship shall terminate immediately upon the giving of such
notice.
6. EFFECT OF TERMINATION:
6.1. In the event the employment relationship is terminated (a) by
Executive upon sixty (60) days' written notice pursuant to Section 5.1 hereof,
(b) by Employer for "due cause" continue his employment and failing to give the
requisite sixty (60) days' written notice, all compensation and benefits shall
cease as of the date of termination other than: (i) those benefits that are
provided by retirement and benefit plans and programs specifically adopted and
approved by Employer for Executive that are earned and vested by the date of
termination, and (ii) Executive's pro rata annual salary plus all earned and
vested bonuses through the date of termination. Executive's right to exercise
stock options, these options will be redeemed as a cashless transaction for the
Executive, Executive's rights in other stock plans, if any, shall remain
governed by the terms and conditions of the appropriate stock plan.
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6.2. If Executive's employment relationship is terminated pursuant to
Section 5.3 hereof due to Executive's incapacity or death, Executive (or, in the
event of Executive's death, Executive's legal representative) will be entitled
to those benefits that are provided by retirement and benefits plans and
programs specifically adopted and approved by Employer for Executive that are
earned and vested at the date of termination and, even through no longer
employed by Employer, shall continue to receive the salary Compensation (payable
in the manner as prescribed in the second sentence of Section 2.1 for one (1)
year following the date of termination. Executive (or, in the event of
Executive's death, Executive's legal representative) shall not, however, be
entitled to any bonuses not yet paid at the date of the termination of
employment. Executive's right to exercise stock options and Executive's rights
in other stock plans, if any, shall remain governed by the terms and conditions
of the appropriate stock plan.
6.3. If Employer (i) allows the initial term or any renewal term of
this Agreement to expire without further extending this Agreement pursuant to
Section 4.2, (ii) terminates the employment of Executive other that pursuant to
Section 5.2 hereof for "due cause" or other than for a disability or death
pursuant to Section 5.3 hereof, (iii) demotes the Executive to a non-executive
position, or (iv) decreases the Executive's salary below the level or reduces
the employee benefits and perquisites below the level provided for by the terms
of Section 2 hereof, other than as a result of any amendment or termination of
any employee and/or executive benefit plan or arrangement, which amendment or
termination is applicable to all executives of Employer, then such action by
Employer, unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive's employment (a "Constructive
Termination"). In the event of a Constructive Termination, Executive shall be
entitled to receive, in a lump sum within thirty (30) days after the date of the
Constructive Termination, an amount equal to the remainder of Executive's
current year's salary. In such event, Executive shall also be entitled to
receive an amount equal to Executive's salary, at the rate in effect immediately
prior to the event giving rise to the Constructive Termination, for a period
equal to the greater of three-years or the remainder of the initial term under
Section 4.1, with such amount payable in thirty-six (36) equal monthly
installments on the first day of each month beginning with the month after the
Constructive Termination; provided, however, that Employer's obligation to pay
such monthly installments shall be expressly conditioned on Executive's
continuing compliance with the non-competition requirements of Section 8.1 For
Purposes of the Section 6.3, the term "salary" shall mean the sum of (i) the
annual rate of Compensation provided to Executive under Section 2.1 hereof
immediately prior to the event giving rise to the Constructive Termination, plus
(ii) the average annual cash bonuses or other cash incentive Compensation paid
to Executive by Employer under Section 2.6 hereof for the three years in the
three year period immediately preceding the year in which there shall occur a
Constructive Termination. In the event of such Constructive Termination, all
other rights and benefits Executive may have under the employee and/or executive
benefit plans and arrangements of Employer generally shall be determined in
accordance with the terms and conditions of such plans and arrangements.
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7. CHANGE OF CONTROL:
7.1. Notwithstanding anything to the contrary otherwise provided in
this Agreement, if a "change of control" (as defined below) of Employer occurs
and within twelve (12) months from the date of such "change of control",
Executive voluntarily terminates the employment relationship under this
Agreement by giving sixth (60) days' written notice to Employer under Section
5.1 hereof, or Employer allows the initial term or any renewal term of this
Agreement to expire within such twelve (12) month period by not extending this
Agreement pursuant to Section 4.2 or terminates Employee's employment
relationship without "due cause" pursuant to Section 5.4, then Executive, even
though no longer employed by Employer, shall be entitled to earned and vested
bonuses at the date of termination plus a payment in the amount of the remainder
of Executive's current year's salary (undiscounted) plus the present value
(employing an interest rate of 8%) of five additional year's salary, based on
the salary in effect immediately prior to the "change of control", payable at
the option of the Executive either in a lump sum within 30 days after the date
of termination or in four payments as follows: one-fourth of the total amount
payable within 30 days after the date of termination and one-third of the
remainder payable together with interest at the rate of 8% per annum on each of
the first three anniversary dates of the date of termination. For purposes of
this Section 7.1, the term "salary" shall mean the sum of (i) the annual rate of
Compensation provided to Executive under Section 2.1 hereof immediately prior to
the "change of control," plus (ii) the average annual cash bonuses or other cash
incentive Compensation paid to Executive by Employer under Section 2.6 hereof
for the three years in the three year period immediately preceding the year in
which there shall occur a "change of control". Executive's right to exercise
stock options and Employee's rights in other stock plans, if any, shall remain
governed by the terms and conditions of the appropriate stock plan. "Change of
control" shall be deemed to have occurred if (i) any person (as such term is
used in Section 13(d) and 14(d) (2) of the Securities Exchange Act of 1934),
becomes the beneficial owner, directly or indirectly, or securities of Employer
representing 30% or more of the combined voting power of Employer's then
outstanding securities, (ii) during any period of 12 months, individuals who at
the beginning of such period constitute the Board of Directors of Employer cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by Employer's stockholders of each new director was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of the period or (iii) a person (as defined
in clause (i) above) acquires (or, during the 12-month period ending on the date
of the most recent acquisition by such person or group of persons, has acquired)
gross assets of Employer that have an aggregate fair marker value greater than
or equal to over 50% of the fair market value of all of the gross assets of
Employer immediately prior to such acquisition or acquisitions.
7.2. Notwithstanding any other provision of this Agreement, if (a)
there is a change in the ownership or effective control of Employer or in the
ownership of a substantial portion of the assets of Employer within the meaning
of Section 280G (b) (2) (A) of the Internal Revenue Code (the "Code") and (b)
the payments otherwise to be made pursuant of Section 7.1 and any other payments
or benefits otherwise to be paid to
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Executive in the nature of Compensation to be received by or for the benefit of
Employee and contingent upon such event (the "Termination Payments") would
create an "excess parachute payment" within the meaning of Section 280G of the
Code, then Employer shall make the Termination Payments in substantially equal
installments, the first installment being due within thirty days after the date
of termination and each subsequent installment being due on January 31 of each
year, such that the aggregate present value of all Termination Payments, whether
pursuant to this Agreement or otherwise, will be as close as possible to, but
not exceed, 299% of the Executive's base amount, within the meaning of Section
2800.
8. EXECUTIVE'S NON-COMPETITION OBLIGATION:
8.1. Executive acknowledges and agrees that he serves in a special
capacity for Employer pursuant to which he has acquired unique knowledge of the
operations and business of Employer and, as such, is not engaged in a common
calling. During the existence of Executive's employment by Employer hereunder
and, if the employment of Executive is terminated by Employer for any reason
pursuant to Section 5.2 or Executive voluntarily terminates his employment
pursuant to Section 5.1 (unless such voluntary termination occurs within twelve
months after a "change of control," as defined in Section 7.1), for a period of
one (1) years from the date on which he shall cease to be employed by Employer,
Executive shall not, acting alone or in conjunction with others directly or
indirectly, and whether as principal, agent, officer, director, partner,
employee, consultant, broker, dealer or otherwise, in any of the Business
Territories (as defined below), engage in any business in competition with the
business conducted by Employer or any subsidiary of Employer, whether for his
own account or otherwise, or solicit, canvass or accept any business or
transaction for or from any other company or business in competition with such
business of Employer in any of the Business Territories. For purposes hereof,
the term "Business Territories" means the geographical regions within the
geographic borders of each State in which Employer is doing business during the
term of this Agreement and (and, in the case of post-employment non-competition
obligations) at the date of the termination of Executive's employment with
Employer and any State in which Employer had reasonable prospects of engaging in
business during the three-year non-competition period following termination of
employment. This provision will specifically exclude activities involving
insolvency proceeding relating to unrelated enterprises.
8.2. It is the desire and intent of the parties that the provisions
of Section 8.1 shall be enforced to the fullest extent permissible under the
laws and public policies of the State of Hawaii. Accordingly, if any particular
portion of Section 8.1 shall be adjudicated to be invalid or unenforceable,
Section 8.1 shall be deemed amended to (i) reform the particular portion to
provide for such maximum restrictions as will be valid and enforceable, or if
that is not possible, then, (ii) delete therefrom the portion thus adjudicated
to be invalid or unenforceable. The parties acknowledge and agree that if
Executive shall enter into any license or franchise agreement or comparable
arrangement with Employer or any subsidiary or affiliate of Employer for the
operation of a business
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also conducted by Employer or such subsidiary or affiliate, Executive shall not
be deemed to be "engaged" in any business in competition with the business
conducted by Employer or any subsidiary of Employer for purposes of Section 8.1,
provided Executive has first obtained the approval of the Board of Directors.
9. OBLIGATIONS TO REFRAIN FROM COMPETING UNFAIRLY:
9.1. In addition to the other obligations agreed to by Executive in
this Agreement, Executive agrees that during his employment with Employer and
following the termination of his employment by Employer he shall not at any
time, directly or indirectly (a) induce, entice, or solicit any employee of
Employer to leave his employment, or (b) contact, communicate or solicit any
customer of Employer derived from any customer list, customer lead, mail,
printed matter or other information secured from Employer or its present or past
employees, or (c) in any other manner use any customer lists or customer leads,
mail, telephone numbers, printed material or material of Employer relating
thereto. Notwithstanding the above, the parties acknowledge and agree that if
Executive shall enter into any license or franchise agreement or comparable
arrangement with Employer or any subsidiary or affiliate of Employer for the
operation of a business also conducted by Employer or such subsidiary or
affiliate, then Executive's operation of such business in the ordinary course
shall not be deemed to be a violation of the restrictions in clauses (b) and (c)
of the preceding sentence, provided Executive has first obtained the approval of
the Executive Compensation Committee of Employer's Board of Directors.
10. MISCELLANEOUS
10.1. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested as following (provided that notice of
change of address shall be deemed given only when received)
If to Employer, to:
HAWAIIAN VINTAGE CHOCOLATE COMPANY, INC.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Attention: President
If to Executive, to:
Xxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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or to such other names or addresses as Employer or Executive as the case may be,
shall designate by notice to the other party hereto in the manner specified in
this Section 10.1.
10.2. This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and upon Executive,
his heirs, executors, administrators, representatives and assigns. It is
specifically agreed that upon the occurrence of any of the events specified in
Section 7.1, the provisions of this Employment Agreement shall be binding upon
and inure to the benefit of and be assumed by the surviving or resulting
corporation or the corporation to which such assets shall be transferred.
Executive agrees that his rights and obligations hereunder are personal to him
and may not be assigned without the express written consent of Employer.
10.3. This Agreement may not be modified in any respect by any verbal
statement, representation or agreement made by any employee, officer, or
representative of Employer or by any written agreement unless signed by an
officer of Employer who is expressly authorized by Employer to execute such
document.
10.4. (a) If any provision of this Agreement or application
thereof to anyone or under any circumstance shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application.
(b) Without intending to limit the remedies available to
Employer, it is mutually understood and agreed that Executive's services are of
a special, unique, unusual, extraordinary and intellectual character giving them
a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law, and, therefore, in the event of a
breach by Executive, Employer shall be entitled to equitable relief by way of
injunction or otherwise.
(c) Executive acknowledges that Sections 8 and 9 are
expressly for the benefit of Employer, that Employer would be irreparably
injured by a violation of Section 8 and/or 9 and that Employer would have no
adequate remedy at law in the event of such violation. Therefore, Executive
acknowledges and agrees that injunctive relief, specific performance or any
other appropriate equitable remedy (without any bond or other security being
required) are appropriate remedies to enforce compliance by Employer with
Section 8 and Section 9.
10.5 Executive acknowledges that, from time-to-time, Employer may
establish, maintain and distribute employee manuals or handbooks or personnel
policy manuals, and officers or other representatives of Employer may make
written or oral statements relating to personnel policies and procedures. Such
manuals, handbooks and statements are intended only for general guidance. No
policies, procedures or statements of any nature by or on behalf of Employer
(whether written or oral, and whether or not contained in any employee manual or
handbook or personnel policy manual), and no acts
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or practices of any nature shall be construed to modify this Agreement or to
create express or implies obligations of any nature to Executive.
10.6. The laws of the State of Hawaii will govern the interpretation,
validity and effect of this Agreement without regard to the place of execution
or the place for performance thereof, and Employer and Executive agree that the
state and federal courts situated in Honolulu County, Hawaii shall have personal
jurisdiction over Employer and Executive to here all disputes arising under this
Agreement. This Agreement is to be at least partially performed in Honolulu
County, Hawaii, and, as such, Employer and Executive agree that venue shall be
proper with the state or federal courts in Honolulu County, Hawaii to hear such
disputes. In the event either Employer or Executive is not able to effect
service of process upon the other with respect to such disputes, Employer and
Executive expressly agree that the Secretary of State for the State of Hawaii
shall be an agent of Employer and/or the Executive to receive service of process
on behalf of Employer and/or the Executive with respect to such disputes.
11. ADDITIONAL INSTRUMENTS
Executive and Employer shall execute and deliver any and all additional
instruments and agreements that may be necessary or proper to carry out the
purposes of this Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
affixed their signatures hereto.
Xxxxx X. Xxxxx HAWAIIAN VINTAGE CHOCOLATE COMPANY, INC.
Xxxxx Xxxxx (signature) By: X.X.Xxxxx (signature)
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Its: CEO
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