SEATTLE BREWING COMPANY
AVIATOR ALES
WOODINVILLE, WASHINGTON 98072
EMPLOYMENT AGREEMENT
REVISED AS OF JULY 5, 1995
This revised Agreement for Employment is made this 5th day of July, 1995 by
and between Seattle Brewing Company, a subsidiary of Willamette Valley,
Inc.--Microbreweries across America (the Employer or the Company) and Dustin M.
Wyant (the Employee).
For good and valuable consideration, receipt of which is hereby
acknowledged, the Employer employs Wyant as an Employee, subject to the
following terms and conditions.
1. The Employee commenced employment as the General Manager of the
Company--SBC (a management position, exempt from certain overtime and other
applicable wage/hour laws) on January 9, 1995.
2. The Employee will now report to and be reviewed by Brad Tuski, COO and
shall perform the duties and responsibilities as determined for the position of
"General Manager."
The Employee shall perform such further and other duties as are
required by the Employer.
3. The Employee shall generally work Monday through Friday, from
8:00 A.M. to 5:00 P.M. and such additional hours as are required by the Employer
and the Employee for the Employee to competently perform the duties of his
position. The Employee shall use his best efforts on behalf of the Employer.
4. The Employee shall comply with all stated standards of performance,
policies, rules, regulations, and manuals, receipt of which by the Employee is
hereby acknowledged. The Employee shall also comply with such future Employer
policies, rules, regulations, performance standards, and manuals as may be
published or amended from time to time.
5. The Employee acknowledges that he is an at-will employee and that the
Employer is an at-will employer.
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6. The Employer shall pay to the Employee as compensation for services,
and the Employee agrees to accept the sum of $60,000 per year from the date of
this revised agreement forward, payable in bi-monthly increments. In accordance
with the Company's current benefit policy you will receive a medical and vision
insurance package provided by the Company.
7. Based upon performance, the Company may provide the employee with
additional compensation, at any time. At a minimum, the Company shall review
the employee's performance and base salary on an annual basis. Further, the
Company will discuss with the Employee in the late Fall of 1995 a performance
bonus plan for himself and the other Company employees, based on net profit. In
view of the unique circumstance presented by the start-up activities, the
Employee will be bonused $2,000 for a successful start-up effort. An additional
$8,000 will be available for a bonus pool covering the period of May 7, 1995 to
February 29, 1996.
8. The Company will provide the employee with an Stock Option Plan. This
initial option will be to purchase in aggregate, 50,000 shares of SBC common
stock. This option will be exercisable at ten percent per year for ten years
beginning with the first anniversary of your employment. Granting of this
option will not preclude the granting of additional options.
9. The Company agrees to pay for or provide the following within
budgetary guidelines:
(a) Membership in an appropriate professional managerial organization
associated with the brewing industry.
(b) Membership in an agreed upon number of local civic and business
associations.
10. The company further agrees to pay or provide the following within
budgetary guidelines:
(a) The Company will reimburse (until a company vehicle is purchased)
Mr. Wyant for business related use of his private vehicle in the performance of
Company duties, excluding normal commuting costs. Company reimbursement forms
and mileage logs are to be used.
(b) Actual budgeted expenses for business travel.
11. The employee agrees to allow the Company to use his name, photograph,
and professional history in its advertising, sales, and informational material
without any further compensation or remuneration other than that mentioned
above. If the Employee should leave the employ of the Company, he will not
object to or dispute the use by the company of said advertising, sales and/or
informational material produced before the date of his departure. The only
acknowledged exception to this stipulation shall be items created or copyrighted
by the
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Employee prior to his period of Employment with the Company; such items may be
used by and for the benefit of the Company without question of ownership being
retained by the Employee.
12. Unless the Company agrees otherwise, the Employee shall not, at any
time during his employment with the Company, engage in or become involved in any
competitive or similar business as that of the Company.
13. Unless the Company consents or directs the Employee in writing, he
shall not at any time during or after his employment use or disclose any
confidential information outside the Company. Confidential information
includes, but is not limited to, trade secrets of the Company, disclosed or
known by the Employee in the course of his employment with the Company, not
generally known outside of the Company, and related to the actual or anticipated
business of the Company.
14. The employee acknowledges that the Company shall own all confidential
information, inventions, and other processes created or developed by the
Employee within the scope and term of his employment. The Employee agrees that
he shall immediately notify the Company if he creates, develops or discovers any
item which, under the terms of this clause, shall belong to the company.
15. This contract of employment may terminate upon occurrence of any of
the following events: (a) the death of the Employee; (b) the failure of the
Employee to perform his duties satisfactorily after written notice or warning
thereof delivered in good faith by the Company; (c) the Employee's resignation,
willful non-performance of duties, or other breach of this employment agreement;
(d) the economic condition of the Company which results in a management
decision, made in good faith that the Company cannot afford the services of the
Employee; (e) the happening of any event which makes it impracticable for the
Employee to continue in a management position, including but not limited to,
conviction of a crime of moral turpitude or violation of the liquor control
laws, and (f) the At-Will decision of either party.
16. This Agreement may not be modified without prior notice by either
party, and subject to the mutual consent and approval of any such modification.
17. This Agreement constitutes the complete understanding between the
parties, unless amended by a subsequent written instrument signed by the
employer and the employee.
/s/ Dustin M. Wyant
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Dustin M. Wyant, Employee Date: July 5, 1995
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/s/ James W. Bernau
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James W. Bernau, President
Willamette Valley, Inc./Seattle Brewing Company Date: July 5, 1995
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