EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 24th day of May, 2004, by and between
Mendecino Capital Partners, Inc, a Delaware corporation ("Corporation") and
Sunset Service Stations, a California corporation and a wholly owned subsidiary
of Corporation ("Sunset"), hereinafter sometimes collectively referred to as
SSS, and Vincent Sammarro, an individual ("Sammarro").
BACKGROUND INFORMATION
WHEREAS, Sammarro is willing to be employed as President and CEO of SSS,
and
WHEREAS, SSS recognizes Sammarro's experience in the service station
industry, and
IT IS THEREFORE AGREED:
1. Terms and Duties. SSS hereby employs Sammarro as President and CEO
of Sunset and Corporation. Sammarro shall devote his best efforts and towards
the advancement of SSS, subject to reasonable vacations compatible with his
position, performing such duties as are from time to time prescribed by, and
reporting directly to, the Board of Directors. This employment is at will.
2. Compensation. SSS shall pay Sammarro the following compensation:
a. An annual base salary of $36,000 (Thirty Six Thousand Dollars)
payable in equal semimonthly installments on the 1st and 15th day of the month,
provided that if the period of employment hereunder shall terminate on any day
other than the 1st or 15th day of a calendar month, then in that event said
installments shall be prorated. In addition, Sammarro shall be paid a monthly
bonus equal to 20% of the net profit of the first service station acquired by
Sunset. At such time as one or more additional stations are acquired, this
percentage and the stations to which they are applicable shall be mutually
determined in good faith. Sammarro shall have the option to apportion this
compensation to other benefits such as health benefits and car allowance.
b. As an additional incentive to Samarro, Corporation agrees to grant
250,000 fully paid up shares (par value $.001) to Sammarro as an inducement to
Sammarro to accept the position with SSS. These shares will be considered earned
one third on each anniversary of this Agreement, until May 21, 2007, when all
shall be vested. The 250,000 shares constitute 20% of the outstanding shares of
the Corporation. The Corporation shall endeavor to become publicly traded as
soonb as practicable.
3 Expenses. Sammarro is authorized to incur reasonable expenses for
promoting the business of SSS. SSS shall reimburse Sammarro for all expenses
upon the presentation by Sammarro, from time to time, of an itemized account of
such expenditures.
4. General Indemnification. Corporation and SSS shall indemnify
Sammarro if he was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation to, an
act by or in the right of SSS) by reason of the fact that he is or was a
director, officer, employee, or agent of corporation or SSS or is or was serving
at the request of Corporation or SSS as a director, trustee, officer, employee,
partner, joint venture partner, or agent of another Corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of Corporation or SSS , and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. No indemnification shall be made in respect to any derivative claim,
issue or matter as to which Sammarro shall have been adjudged to be liable to
the Corporation or SSS unless, and only to the extent that, the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
Sammarro fairly and reasonably is entitled to be indemnified for such expenses.
Expenses (including attorney's fees) incurred in defending any civil or criminal
action, suit or proceeding referred to in this Section shall be paid by
Corporation and SSS in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of Sammarro to repay
such amount, unless it shall ultimately be determined that he is entitled to be
indemnified by SSS or Corporation as authorized in the preceding sentences. The
indemnification provided by this Section shall not be deemed exclusive of any
other rights to which Sammarro shall be entitled under the common law or the
General Corporation Law of the State of Delaware or the Certificate of
Incorporation or Bylaws of Corporation or SSS or any agreement, vote of their
respective shareholders or directors, or otherwise, both or as to action in his
official capacity or as to action in another capacity while holding such office,
and shall continue after the termination of this Agreement and shall inure to
the benefits of their heirs, executors and administrators of Sammarro.
5. Assignments and Liability. This Agreement shall inure to the
benefit of Sammarro and his successors or
assigns. All obligations and liabilities of SSS under this Agreement shall be
jointly and severally the obligations
of Corporation and SSS.
6. Arbitration. In the event of any dispute under this Agreement, such
dispute shall be settled by arbitration in Orange County in accordance with the
then prevailing rules of the American Arbitration Association, and judgment upon
the award may be entered in any court having jurisdiction thereof.
7. Entire Agreement. This Agreement constitutes all of the agreements
which have been made between the parties and no attempt shall be made by either
party to assert that on, before, or simultaneously with the execution of this
Agreement there were any other agreements, promises, representations or
understandings made by any of them with respect to the matters contained herein
or to the relationship between the parties. This Agreement is not subject to
reinterpretation or change except by written agreement of the parties hereto.
8. Governing Law. This Agreement has been executed in the State of
California. All questions concerning
this Agreement and performance hereunder shall be judged and resolved in
accordance with the lams of the State of
California.
IN WITNESS WHEREOF, the parties have hereunder set their hands as of
the date first hereinbefore written,
SUNSET SERVICE STATIONS. .
MENDECINO CAPITAL PARTNERS, INC.
By: ______________________ By: _____________________
Jehu Hand, Chief Financial Officer Vincent Sammarro