10.42
Executive Employment Agreement
EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is effective as of 1st day of
April, 1998, between Mendocino Brewing Company, Inc., 13351 South Highway 101,
Hopland, CA, 95449 ("Company") and Mr. P.A. Murali ("Executive").
WITNESSETH
WHEREAS, Executive possesses professional qualifications, experience
and detailed knowledge of the company's business;
WHEREAS, company recognizes Executive's importance to the growth and
success of Company and desires to assure Executives contributions and to
compensate him in a manner which it has determined will reinforce and encourage
his continued attention and dedication;
WHEREAS Executive is desirous of committing himself to serve company on
the terms herein provided;
NOW, THEREFORE, in consideration of forgoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
hereby agree as follows:
1) EMPLOYMENT
a) Company hereby employs Executive for the period commencing on April 1,
1998 for a period of three years, unless such employment is sooner
terminated as provided in this Agreement.
b) Executive hereby accepts employment under this Agreement and agrees to
devote all his best efforts and his full time and attention exclusively
to the business and affairs of Company. During the term of this
Agreement, Executive shall report to, and shall perform such duties and
responsibilities as may be assigned to him by, the Chief Executive
Officer or such other person as the Chief Executive Officer or Chairman
may designate. Company shall retain full direction and control of the
manner, means and methods by which Executive performs the services for
which he is employed hereunder and of the places at which such services
shall be rendered.
c) Executive shall observe and comply with Company's rules and
regulations.
2) DESIGNATION AND COMPENSATION
a) Designation and Base Salary
The Board of Directors of the company in their meeting held on October
6, 1998 unanimously passed a resolution designating the executive as
Chief Financial Officer And Corporate Secretary and for his employment
hereunder, finalizing the executive's base salary at the annual rate of
$75,000 with effect from October 15, 1998.The salary is payable in
accordance with the Company's standard payoff practices as in effect
from time to time, prorated in any partial year of employment.
Executive shall be entitled for an annual salary increase, based on a
review of performance and such increases will be determined by the
Board of Directors of the company in its sole discretion.
b) Reimbursement
Executive shall be entitled to reimbursement for reasonable travel and
other business expenses incurred in the performance of his duties under
this Agreement in accordance with the general policy of Company, as it
may change from time to time, provided the Executive provides an
itemized account together with supporting receipts for such
expenditures in accordance with the requirements set forth in the
Internal Revenue Code of 1986, as amended, and related regulations,
subject to the right of Company at any time to place reasonable
limitations on such expenses thereafter to be incurred or reimbursed.
c) Withholding
Company shall be entitled to withhold from any compensation paid or
payable hereunder such amounts on account of payroll taxes, income
taxes and other similar matters as are required to be withheld by
applicable law.
d) Medical
Executive and his immediate dependent family members in USA will be
provided full Insurance coverage for medical, dental and vision.
e) Key Executive Life Insurance
Executive shall be insured for life for $250,000 being the face amount
of the Basic policy out of which the beneficiaries shall be the company
for $50,000 and the Executive or his nominees for $200,000.
f) Vacation
Executive shall be entitled to one month paid vacation in each calendar
year to visit India, along with his family. Executive shall also be
entitled to 5 days each of Sick and Personal leave. Vacation leave is
to receive prior formal approval of concerned officers of the company.
g) Bonus
Executive shall be entitled up to 30% Bonus, paid quarterly based on
performance review.
h) Benefit Plans
Subject to any limitations imposed by applicable law Executive shall be
eligible to participate in all Company employee benefit programs in
substantially the same manner and to substantially the same extent as
other company employees. Executive will be provided with company cars.
i) Company Assets
All furniture / furnishings, appliances / equipment etc. provided by
the Company to help the Executive settle down will be a part of the
Assets of the Company at the completion of the term of the Agreement.
3) TERMINATION / EXTENSION OF EMPLOYMENT BY THE COMPANY
a) Company may terminate this agreement with or without cause at any time
giving six months notice or compensation lieu thereof in lumpsum
b) Executive may terminate this Agreement after giving notice of six
months.
c) Company may extend the term of Agreement with the written consent of
the Executive four months prior to expiration of this agreement for a
minimum period of one year.
d) Company shall provide business class airfare for the Executive and his
family to return to India, in addition to transportation of his
belongings from the place of his residence in USA to the place of his
residence in India in event of completion of term of this Agreement or
termination of this agreement on account of Clause 3(a) or 3(b).
4) DEATH OF EXECUTIVE
In the event of the death of Executive during the period of his
employment herewith, Executive's salary herewith shall be paid up
through the end of next month in which the date of death occurs. In
such an event, the Company will pay for transportation of Executive's
belongings and business class airfare for his family to India.
5) MISCELLANEOUS
a) Governing Law
This Agreement shall be governed by and constructed according to the
laws of the State of California without regard to the principles
thereof regarding conflict of laws.
b) Amendment
This Agreement may be amended only by a writing signed by Executive and
by Company's Chairman.
c) Construction
The headings and captions of this Agreement are provided for
convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning
and strictly for or against Company or Executive.
d) Attorneys' Fees
Should either party hereto, or any heir, personal representative,
successor or assign of either party hereto, resort to litigation or
arbitration to enforce this Agreement, the party or parties prevailing
in such litigation or arbitration to addition to such other relief as
may be granted, to recover its or their reasonable attorneys fees and
costs in such litigation from the party or parties against whom
enforcement was sought.
e) Notices
Any notice, request, consent or approval required or permitted to be
given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when delivered personally, by facsimile or sent by
certified or registered mail, with postage prepaid, to Executive's
residence ( as noted in Company's records ), or to Company's principal
executive office, as the case may be.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
Thirteenth Day of May 1999.
EXECUTIVE MENDOCINO BREWING CO., INC.
/s/ P.A. Murali /s/ Michael Laybourn
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(P.A. MURALI) (MICHAEL LAYBOURN)
PRESIDENT