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EXHIBIT 10.7
AMBREW
BREWMASTER EMPLOYMENT AGREEMENT
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED (AmBrew International or
the Company), and BROOKS HAMAKER (the Brewmaster) desire to set forth the terms
upon which the Brewmaster will be employed by the Company during the term of
this Agreement, and therefore agree as follows:
1. Working Relationship
1.1 Term. Unless terminated sooner pursuant to paragraph
4 below, the term of this Agreement is two (2) year with effect from March 10,
1997 (the Commencement Date). This term may be extended once or more for such
length of time as agreed in a written instrument signed by the parties.
1.2 Location. The Brewmaster permanent office shall be at
the Company's headquarters office currently located in Metairie, Louisiana; and
his duties will require him to tenure temporary assignments to various
locations throughout the world.
1.3 Supervisor. The Brewmaster shall report to and his
activities shall be supervised by the Chief Operating Officer.
1.4 Duties. The Brewmaster shall use his best efforts,
skill and abilities to faithfully and effectively perform his duties as a head
brewer for the Company. The Brewmaster shall be involved with the
establishment, start-up and training for new breweries, as well as providing
ongoing assistance for all breweries within the Company; and to establish
standardized brewing and quality control procedures and criteria for Company
breweries. The Brewmaster shall perform such functions as may be commensurate
with his position and such other duties as may from time to time reasonably be
delegated to him by the Company. It is intended that for the most part the
Brewmaster shall perform his duties hereunder during normal business hours.
However, it is agreed by the Brewmaster that he may be required from time to
time to perform his duties hereunder at times other than normal business hours,
and that the Brewmaster shall not be entitled to additional compensation for
work performed during other than normal business hours.
1.5 Full Time. The Brewmaster shall devote full and
exclusive business time and energies to the performance of his duties under
this Agreement, except that he shall be free to devote reasonable time and
attention to public and charitable affairs and to his personal affairs,
consistent with his duties hereunder, but only if the handling of such
charitable and personal affairs do not interfere with the normal day-to-day
operations of the Company.
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2. Compensation
As full compensation to the Brewmaster for performance of his services
hereunder, the Company agrees to pay Brewmaster, and Brewmaster agrees to
accept, the following:
2.1 Salary. The Company will pay the Brewmaster a salary
of sixty-five thousand United States Dollars (US$65,000.00) per annum by
bimonthly installments in arrears from the Commencement Date, less any amounts
required to be withheld under any applicable federal, state or local income tax
laws or by any other withholding requirements, and any other amounts which by
agreement may be withheld for fringe benefits. This salary shall be subject to
review 12 months from the Commencement Date.
2.2 Stock Option Plan. The Brewmaster shall be eligible
to participate in the Stock Option Plan of American Craft Brewing International
Limited on the basis described therein.
3. Benefits
3.1 Medical Benefits; Life and Disability Insurance Plans.
The Company will pay premiums for the Brewmaster's participation in the life,
health and disability insurance plans of the Company, provided that the
Brewmaster is accepted for coverage which is at the sole discretion of the
insurer. The premiums for health insurance coverage of the Brewmaster's
dependents shall be paid by the Company. The Brewmaster shall be provided
company paid life insurance in the amount of $250,000.
3.2 Business Expenses. The Company will reimburse the
Brewmaster for pre-approved expenses actually incurred in connection with the
performance of the duties hereunder, against receipts or other appropriate
written evidence of such expenditures, all in accordance with the policies of
the Company as adopted from time to time.
3.3 Leave. The Brewmaster is entitled to three weeks
leave per year during the term of this Agreement, which shall be taken as
determined by the Company, as well as holidays in accordance with applicable
policies from time to time adopted by the Company. Time at which leave is
taken is dependent on seniority, family circumstances and the exigencies of the
Company's business but subject thereto, leave shall be scheduled insofar as is
practicable so as to meet the Brewmaster's convenience. Leave cannot be
accumulated and any unused leave at the end of the term of this Agreement, or
upon termination of this Agreement for any reason, shall not be compensated.
4. Termination
4.1 By the Company With Cause. The Company may at anytime
terminate this Agreement for cause on immediate written notice and without
payment or compensation whatsoever.
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For purposes of this paragraph and of this Agreement,
"cause" shall mean: (1) fraud, dishonesty or any other intentional wrongful
act, whether or not in connection with employment under this Agreement; (2) any
violation of law (excluding minor traffic violations) conviction thereof or
plea of guilty or nolo contendere thereto, moral turpitude or other willful
misconduct by the Brewmaster; (3) accepting or undertaking any outside
employment without prior written permission of the Company; (4) incompetence or
negligence in the performance of any duties or obligations hereunder; or (5)
the failure of refusal to perform, carry out or comply with any duties or
obligations hereunder.
4.2 Because of Death or Ill Health. This Agreement shall
terminate immediately upon the death or disability of the Brewmaster. "Ill
health" shall mean the inability of the Brewmaster to properly perform his
duties hereunder for a period of ninety (90) or more days by reason of a health
condition not self-induced as certified by a medical practitioner chosen by the
Company.
4.3 No Further Payments by Company. Except for the
payment in lieu of notice provided in paragraph 4.2, upon termination of this
Agreement for any reason the Brewmaster shall not be entitled to any further
payments or compensation from the Company except unpaid salary prorated to the
date of termination.
4.4 Cooperation with the Company after Termination.
Following termination of this Agreement for any reason, the Brewmaster shall
fully cooperate with the Company in all matters relating to the winding up of
his pending work and the orderly transfer of pending work to others as may be
designated by the Company.
5. Confidentiality and Non-Disclosure. The Brewmaster
acknowledges that during the term of this Agreement he will receive
confidential, proprietary information and trade secrets from the Company, and
from parents and affiliates of the Company and from the respective clients
thereof (each a Relevant Entity). Accordingly, the Brewmaster agrees that
during the term of this Agreement (as it may be extended) and thereafter for a
period of two years, the Brewmaster and his affiliates shall not, except in the
performance of his obligations to the Company hereunder or as may otherwise be
approved in advance by the Company, directly or indirectly disclose or use any
Trade Secret that he may learn or has learned by reason of his association with
any Relevant Entity. Upon termination of this Agreement, the Brewmaster shall
promptly return to the Company any and all property, records or papers of any
Relevant Entity that may be or have been in his possession, whether prepared by
him or others, including, but not limited to, trade secrets and keys. For
purposes of this Agreement, "trade secrets" includes all data, analyses,
reports, interpretations, forecasts, documents and information concerning a
Relevant Entity and its affairs, including, without limitation, with respect to
clients, customers, products, policies, procedures, methodologies, any other
intellectual property, systems, personnel, confidential reports, technical
information, financial information, business transactions, business plans,
prospects or opportunities, (i) that the Company reasonably believes are
confidential or (ii) the disclosure of which could be injurious to a Relevant
Entity or beneficial to competitors of a Relevant Entity, but shall exclude any
information that the Brewmaster is required to disclose under any applicable
laws, regulations or directives of any government agency,
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tribunal or authority having jurisdiction in the matter or under subpoena or
other process of law. For purposes of this Agreement, "affiliate" means any
entity that, directly or indirectly, is controlled by, or under common control
with the Brewmaster; for purposes of this definition, the terms "controlled by"
and "under common control with" means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such person, whether through the ownership of voting stock, by contract or
otherwise. For purposes of this Agreement, parent of the Company is defined
herein as American Craft Brewing International Limited.
6. Non-Competition
6.1 The Brewmaster agrees that during the term of this
Agreement (as it may be extended) and for a period of two years thereafter he
shall not within fifty miles of any location which the Company, its parent or
any of its subsidiaries or affiliates is operating and/or has a letter of
intent to form an operating venture and/or has an agreement for a microbrewery
(a) engage in any activity competitive with the business of the Company, its
parent or subsidiaries or affiliates, for or on behalf of the Brewmaster or any
other person or entity engaged in a line of business which competes with the
Company, its parent or subsidiaries or affiliates; (b) solicit or attempt to
solicit the business of any clients or customers of the Company, its parent or
subsidiaries or affiliates, for products that are the same or similar to those
offered, sold or produced at any time by the Company, its parent or
subsidiaries or affiliates; (c) otherwise divert or attempt to divert from the
Company, its parent or subsidiaries or affiliates, any business whatsoever; (d)
hire or attempt to hire for any business endeavor any employee or prior
employee of any of the Company, its parent or subsidiaries or affiliates; or
(e) interfere with any business relationship of the Company, its parent or
subsidiaries or affiliates, with any other person or entity.
6.2 Severability and Reform. If any portion of Section
6.1 shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of Section 6.1, but Section 6.1 shall be construed as if such
invalid, illegal or unenforceable provision had never been contained therein.
It is the intention of the parties hereto that if any of the restrictions or
covenants contained in Section 6.1 is held to cover a geographic area or to be
for a length of time that is not permitted by applicable law, or in any way
construed to be too broad or invalid, such provision shall not be construed to
be null, void and of no enforceable effect, but to the extent such provision
would be valid or enforceable under applicable law, a court of competent
jurisdiction shall construe and interpret or reform Section 6.1 to provide for
a covenant having the maximum enforceable geographic area, time period and
other provisions (not greater than those contained herein) as shall be valid
and enforceable under such applicable law.
7. Intellectual Property. All ideas, innovations, inventions,
processes, and other developments or improvements conceived or reduced to
practice by the Brewmaster, alone or with others, during the term of this
employment agreement, whether or not during working hours, that are within the
scope of the Company's, its parents' or subsidiaries' or affiliates' business
operations or that relate to any of the Company's, its parents' or
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subsidiaries' or affiliates' work or projects, shall be the exclusive property
of the Company. The Brewmaster agrees to assist the Company, at its expense,
to obtain patents, trademarks or licenses on any such ideas, inventions,
processes, and other developments, and agrees to execute all documents
necessary to obtain such patent, trademark, and license for the sole use of the
Company, its parents or subsidiaries or affiliates.
8. Notices
8.1 Addresses. Any notice or communication required or
permitted to be given under this Agreement shall be in writing, and conveyed by
hand, air courier, facsimile, or return receipt registered mail, addressed as
follows:
The Company: The Brewmaster
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Chief Operating Officer Brooks Hamaker
American Craft Brewing International 71507 Keller Street
One Galleria Boulevard Abita Springs, LA 70420
Suite 1714
Metairie, Louisiana 70001
8.2 Date of Notice. Any notice given in accordance with
paragraph 8.1 shall be deemed to have been received on, and is effective as of,
the date it was delivered by hand or sent by facsimile, two business days after
the date it was deposited with an air courier, and the date on the return
receipt if by registered mail.
9. Governing Law; Consent to Jurisdiction. This Agreement, and
any matter arising under or related to it, shall be governed by and construed
in accordance with the laws of the State of Louisiana, U.S.A., without regard
to its choice or conflict of law provision. The Brewmaster irrevocably submits
to personal jurisdiction in the courts of Louisiana with respect to any matter
arising under or related to this Agreement or his employment by the Company.
10. General Provisions.
10.1 Amendments. This Agreement may be amended only
pursuant to an instrument in writing signed by each of the parties hereto.
10.2 Headings. The headings in this Agreement are for
convenience only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any of its provisions.
10.3 Waivers; Rights and Remedies Cumulative. The failure
of any party to pursue any remedy for breach, or to insist upon the strict
performance of any covenant or condition contained in this Agreement shall not
constitute a waiver thereof of any right with respect to any subsequent breach.
Except as otherwise expressly set forth herein, rights and remedies under this
Agreement are cumulative, and the pursuit of any one right or
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remedy by any party shall not preclude, or constitute a waiver of, the right to
pursue any or all other remedies. All rights and remedies provided under this
Agreement are in addition to any other rights the parties may have by law, in
equity or otherwise.
10.4 Successors and Assigns. All of the covenants, terms,
provisions and agreements contained in this Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and, in the case of the
Company, its respective successors and assigns.
10.5 No Third-Party Beneficiaries. The covenants,
obligations and rights set forth in this Agreement are not intended to benefit
any third person or entity.
10.6 Entire Agreement. This Agreement embodies the entire
understanding and agreement between the parties and supersedes any and all
prior negotiations, understandings or agreements between the parties concerning
the subject matter hereof with respect hereto.
10.7 Attorney's Fees. In the event that either the
Brewmaster or the Company commences a legal proceeding (including arbitration)
to enforce or interpret any of the terms of this Agreement or to terminate this
Agreement, the prevailing party in such action shall receive from the other
party reasonable attorney's fees as may be fixed by the arbitrator, court or
jury.
10.8 Arbitration. Any controversy or claim arising out of
or relating to this Agreement shall be settled by arbitration administered by
the American Arbitration Association in accordance with its applicable rules.
Any judgment upon the award rendered in such arbitration may be entered in any
court of competent jurisdiction.
10.9 Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument. The
Agreement may be assembled into a single document by attaching each page
bearing a party's original signature.
The Company The Brewmaster
American Craft Brewing International Brooks Hamaker
By:/s/ James L. Ake /s/ C. Brooks Hamaker
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Name Name
Date: March 10, 1997 Date: