EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT("Agreement") is made this 27th day of December,
1999, and shall be in full force and effect upon execution by and between EAST
COAST BEVERAGE CORP., a Florida corporation (hereinafter "Company"), on the one
hand, and JOHN CALEBRESE (hereinafter "Employee"), on the other.
WHEREAS, Company is a Florida corporation duly organized under the law of
the State of Florida and is presently in existence and in good standing; and
WHEREAS, Company, through its employees, officers and directors, is in the
business of manufacturing, marketing and selling various flavored beverages and
related products and supplies both nationally and internationally, in food and
other related industries; and
WHEREAS, Employee has considerable experience and expertise in the
management and marketing of products similar to those marketed by Company to
businesses and customers in the industry and Company seeks to benefit from the
experience and expertise of Employee; and
WHEREAS, Company and Employee desire to set forth the terms and conditions
of their employment relationship.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties intending to be legally bound, do agree as follows:
1. Employment. In exchange for the consideration and other benefits described
herein, and subject to the other terms and conditions set forth herein, Company
hereby employs Employee as Chief Executive Officer and its Secretary and
Treasurer (hereinafter referred to collectively as "CEO" or "Chief Executive
Officer", unless specifically designated otherwise) and Employee accepts such
employment upon the terms and conditions so set forth. In rendering such
services as CEO, Employee shall perform such duties and exercise such powers as
are customarily performed and exercised by persons holding such office
including, without limitation, overall supervision and oversight of the Company
and its officers, managers and employees, control of assets of the Company and
responsibility for its financial operations and records, responsibility and
authority to preside at all meetings of the shareholders and the Board of
Directors of the Company and such other duties as may be vested in him by the
Board of Directors of Company. As needed, Employee may also retain the services
of other professionals and consultants to provide specialized experience and
skills.
2. Devotion of Skills and Effort. Employee shall devote his entire
professional (as opposed to personal) time, energy and skill to the service of
Company and the promotion of Company's interests, and to use his best efforts in
the performance of his services hereunder. The parties agree that Employee may
not, during the employment period, be engaged in any other business activity
which would interfere with or constitute a conflict of interest with Employee's
ability to perform his duties as CEO provided, however, Employee may invest his
personal assets in businesses in which his investment is of a passive nature and
may undertake and perform such other services as would be customary and
befitting the CEO of a company such as service on boards of directors, honorary
and civic associations, and participation in industry and business groups and
organizations on a local, state or national level.
3. Authority to Contract. Employee shall have the authority to enter into
contracts binding upon Company and to create obligations on the part of Company,
subject to the Bylaws or directives and resolutions of the Board of Directors.
4. Term. The term of employment under this Agreement shall be three (3) years,
unless an event of termination occurs and this Agreement is terminated as
provided in Section 10 of this Agreement.
5. Salary and Benefits. Employee shall receive the following salary, benefits
and other compensation during the term of his employment:
a. Base Salary of $200,000.00, per annum, payable monthly or
otherwise in accordance with the regular payroll policies of
Company, which policies may change from time to time, at
Company's discretion, and subject to any appropriate state or
federal taxes or withholding. Company shall from time to time,
but no less than annually, review Employee's Base Salary and
may, based on performance and merit considerations, increase,
but not decrease, Employee's Base Salary below the amount set
forth herein.
b. In addition to Base Salary, Employee shall be entitled to receive a
Performance Bonus equal to thirty-five percent (35%) of his Base Salary in
the event Company achieves its annual projected target sales. Any
Performance Bonus shall be paid by Company on an annual basis, within sixty
(60) days of the close of the annual sales period, whether such sales
period is calculated on a fiscal or calendar year and further subject to
any appropriate state or federal taxes. If at any time during the term of
employment Company revises or otherwise terminates such a Performance Bonus
program based on the Company's achievement of targeted sale figures,
Employee shall be entitled to a minimum bonus of twenty-five percent (25%)
of his Base Salary, so long as annual sales meet or exceed the sales
figures for the twelve-month period immediately preceding the time such
Performance Bonus Program was revised or terminated.
c. Employee is entitled to four (4) weeks paid vacation per
calendar year of service. Any unused vacation may be accrued
to the next year of service or, at Employee's option, Employee
may elect to receive a lump sum cash benefit for the unused
vacation days calculated at Employee's Base Salary rate.
d. Employee shall receive a $600.00 monthly payment for
automobile and automobile insurance expenses. In addition,
Employee shall be reimbursed for all costs of maintenance,
repair, gas and tolls incurred by Employee in the performance
of his duties.
e. In recognition of Company's present size and other business considerations
warranting against the establishment of group insurance benefits, Employee
shall receive a monthly lump sum payment in the amount of $1,200.00 for
health, dental family plan and life insurance benefits Company agrees to
provide as part of Employee's compensation package under this Agreement. In
the event Company initiates a "group" insurance benefits plan or otherwise
elects to provide such insurance benefits directly, Company agrees to
provide comparable and equivalent insurance benefits or, alternatively, to
continue to compensate Employee for the cost of obtaining such comparable
insurance benefits.
f. Employee shall be entitled to such other benefits, or their monetary
equivalent, including a cellular business phone and service and
reimbursement for all reasonable business expenses incurred by Employee in
the performance of his duties, including all reasonable travel, business
entertainment and client development expenses. Employee agrees to provide
documentation of such expenses as may be required for substantiation of
such expenses as deductible business expenses of Company.
g. Company shall procure and maintain "Directors and Officers" professional
liability insurance providing "Errors and Omissions" coverage for Employee
in the performance of his duties for Company in an amount of no less than
One Million ($1,000,000.00) Dollars of coverage per incident.
6. Grant of Fully Vested Stock Option to Employee. In recognition of Employee's
key role in the initial development and success of Company and as further
inducement for Employee to enter into this Agreement, Company grants Employee
the option to purchase 4,097,298 shares of Company's common stock. The options
will be exercisable at a price of $0.3355 per share and will be granted pursuant
to the provisions of Company's Non-Qualified Stock Option Plan. The options will
have a cashless exercise feature and will expire on December 31, 2004. The
option exercise price and the shares issuable upon the exercise of the option
will be subject to adjustment in the event of stock splits, recapitalizations,
reorganizations, or similar events. The Company agrees to register the shares
issuable upon the exercise of the options by means of a registration statement
on Form S-8.
7. Confidentiality. During the term of this Agreement and hereafter as provided
below, all information related to the business, operations, finances and
strategies of Company, including without limitation, existing sales and customer
information, is and shall remain the exclusive property of Company
("Confidential Information"). Employee agrees that, except for information that
is generally available to the public, that is disclosed to any person or entity
through no fault of Employee, or as compelled to be disclosed by court process,
Employee will not at any time, directly or indirectly, use for his own benefit
of for the benefit of any third party person or entity, or disclose to any
person or entity, any Confidential Information. Employee acknowledges that all
materials relating to such Confidential Information, as well as the Confidential
Information, are the property of Company. Employee's obligations under this
Agreement shall survive termination, for whatsoever reason, of this Agreement.
8. Covenant Not to Compete. During the term of this Agreement and continuing
thereafter, upon termination of this Agreement as authorized in Section 10 of
this Agreement, or upon Employee's voluntary resignation, for a period of one
(1) year ("No Compete Period"), Employee shall not, for compensation or
otherwise, acting alone or in conjunction with others, directly or indirectly,
as an employee, consultant or in any legal or equitable ownership capacity,
participate or engage in a company or business engaged in the manufacture of
potable beverage products operating within the State of Florida or any other
territory in which Company conducted business during the term of this Agreement.
In the event that any court of competent jurisdiction shall finally hold
that this provision constitutes an unreasonable restriction upon Employee,
Employee hereby expressly agrees that the provisions of this Agreement shall not
be rendered void, but shall apply as to time and territory or to such extent as
the court may judicially determine or indicate constitutes a reasonable and
valid restriction based upon the circumstances involved. Notwithstanding any
provision in this Agreement to the contrary, in the event Company terminates
Employee in violation of this Agreement, the parties expressly recognize and
agree that Employee is not bound by the Covenant Not to Compete set forth in
this Section.
9. Surrender of Records. Upon the termination of Employee's employment, or upon
the voluntary resignation by Employee of his employment, and in addition to such
other action as may be reasonably and ordinarily required by Company, Employee
agrees to surrender to Company all materials, computers, writings or other
physical manifestations of Confidential Information, as defined herein, and all
writings and material describing, promoting or containing any Confidential
Information which Employee obtained directly or indirectly from Company.
10. Termination. As stated above, the term of this Agreement is for three (3)
years, unless otherwise terminated by occasion of the following events of
termination:
a. In the event of death or disability of such severity that the parties reach
agreement, not to be unreasonably withheld, that Employee can no longer
perform his duties, Company may immediately terminate this Agreement and
shall have no further obligation under this Agreement except with respect
to salary and benefits earned prior to termination and, as provided herein,
payment of the Lump Sum Disability Benefit or as otherwise provided
pursuant to the insurance and other benefits provided by Company.
Disability, as used herein, shall mean a physical or mental condition which
prevents Employee from performing his duties under this Agreement in a
reasonable and professional manner and in the manner previously performed
by him, for a period of at least three (3) consecutive months. In the event
of Disability, as contemplated herein, Employee shall continue to receive
his salary and other benefits during the initial three (3) consecutive
month period. At the conclusion of the three (3) consecutive month period,
in the event Employee has not resumed his duties, the parties shall
diligently and promptly endeavor to determine if Employee is suffering from
a Disability and, upon such determination that Employee is suffering from a
Disability, Employee shall receive a lump sum payment equal to double the
total annual value of Employee's Salary and Benefits compensation, as set
forth in Paragraph 5 of this Agreement, calculated at the then current
value, as a Lump Sum Disability Benefit. In the event Employee dies during
the term of his active employment or within the initial consecutive three
(3) month period while Employee is Disabled and otherwise unable to perform
his duties, Employee's Estate shall be paid said Lump Sum Disability
Benefit as a Lump Sum Death Benefit, to be paid to the Employee's Estate
within sixty (60) days of death.
b. This Agreement may be terminated by either party in the event that Company
is sold or, alternatively, substantially all of its assets are sold to a
non-related third party. In the event that Company, or its
successor-in-interest to this Agreement, elects to terminate this Agreement
as provided in this sub-section, and upon fifteen (15) days' notice in
writing to Employee, this Agreement shall terminate and Employee shall
receive from Company a lump sum amount equal to treble the total annual
value of Employee's Salary and Benefits compensation, as set forth in
Paragraph 5 of this Agreement, calculated at the then current value as of
the date Notice is given.
In the event that Employee elects to terminate this Agreement, upon fifteen
(15) day's notice in writing to Company, Employee shall receive from Company a
lump sum amount equal to the total annual value of Employee's Salary and
Benefits compensation, as set forth in Paragraph 5 of this Agreement, calculated
at the then current value as of the date Notice is given. In the event of
termination under this subparagraph of the Agreement, Employee shall receive
such Lump Sum Termination Payment within sixty (60) days of receipt of Notice of
termination by the non-terminating party.
c. Company may otherwise terminate Employee only for "good cause" shown. Good
cause shall consist of misconduct or dishonesty which has a material
adverse effect on Company or its business or a material breach of
Employee's obligations as CEO, as determined and specifically documented by
the Board of Directors.
It is the parties express intent and understanding that the above-outlined
events of termination, to the extent such events of termination are exercised,
shall not constitute a breach of this Agreement by either party.
11. Employee Representations, Warranties, and Acknowledgments. Employee
represents and warrants to Company that he is fully empowered to enter into and
perform his obligations under this Agreement and, without limitation, that he is
under no restrictive covenants to any person or entity that will be violated by
his entering into and performing this Agreement, and that this Agreement
constitutes the valid and legally binding obligation of Employee enforceable in
accordance with its terms. The execution and delivery of this Agreement by
Employee has been duly authorized by all necessary action. Employee shall
indemnify Company upon demand for and against any and all judgments, losses,
claims, damages, costs (including without limitation all legal fees and costs,
even if incident to appeals) incurred or suffered by any of them as a result of
the breach of the representations and warranties made in this Section, or as a
result of the failure of the acknowledgment made in this Section to be true and
correct at all times.
12. No Waiver. The failure or delay of Company at any time to require
performance by Employee of any provision of this Agreement, even if known, shall
not affect the right of Company to require performance of that provision or to
exercise any right, power or remedy hereunder, and any waiver by Company of any
breach of any provision of this Agreement should not be construed as a waiver of
any continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right, power or remedy under this Agreement. No
notice to or demand on Employee in any case shall, of itself, entitle such party
to any other or further notice or demand in similar or other circumstances.
13. Benefits of Agreement; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Neither this Agreement nor the rights of Employee hereunder
shall be assignable by Employee without the prior written consent of Company and
any purported assignment by Employee of this Agreement or such rights without
such consent, whether voluntarily or involuntarily, shall not vest in the
purported assignee or transferee any interest or right herein whatsoever.
14. Amendment. This Agreement may be amended only by an agreement in writing
signed by the parties hereto. A term of this Agreement may be waived only by a
written instrument signed by the party entitled to the benefits thereof. No such
agreement or instrument in writing shall extend to or affect any provision of
this Agreement not expressly amended or waived, or impair any right consequent
on any such provision. The waiver of any breach of, or the failure to enforce
any provision of, this Agreement shall not be deemed to be a waiver or
acquiescence in any other breach thereof or a waiver of any such provision.
15. Notice. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or sent by telex or facsimile
(and promptly confirmed by certified mail, return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice which shall be deemed effective when
received):
a. If to Company:
Alexander Garabedian, Jr., President
East Coast Beverage Corp.
1750 University Drive
Coral Springs, Florida 33071
b. If to Employee:
John Calebrese
6238 N.W. 120 Drive
Coral Springs, Florida 33076
16. Guaranty. The full and punctual payment by Company of all fees payable to
Employee hereunder is unconditionally guaranteed by Company.
17. Miscellaneous provisions. If any part of this Agreement or any other
Agreement entered into pursuant hereto is contrary to, prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.
Employee acknowledges that the services to be rendered by Employee
hereunder are extraordinary and unique and are vital to the success of Company,
and that damages at law would be an inadequate remedy for any breach or
threatened breach of this Agreement with respect to those provisions providing
for the Confidentiality of Confidential Information and Employee's Covenant Not
to Compete. Therefore, in the event of a breach or threatened breach by Employee
of the provisions set forth in Sections 7 and 8 of this Agreement, then Company
shall be entitled, in addition to all other rights or remedies, to any
injunctive relief authorized by law, without being required to show any actual
damage.
This Agreement and all transactions contemplated by this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Florida without regard to principles of conflicts of laws and proper
venue for any litigation arising out of this Agreement shall be Broward County,
Florida.
The parties acknowledge that this is a negotiated Agreement, and that in
no event shall the terms hereof be construed against either party on the basis
that such party, or its counsel, drafted this Agreement.
At all times during the term of this Agreement and thereafter for those
events and conduct carried out by Employee in the performance of his duties,
Company agrees to indemnify and save Employee harmless from and against any and
all liability for damages, losses, costs, charges and expenses of whatever kind
and nature, including attorney's fees and costs, which Employee shall or may
incur arising from the performance of his duties as Employee, provided that, as
determined by final judicial decree, the events or conduct giving rise to
Company's obligation to indemnify were not caused or occasioned by Employee's
fraudulent or criminal conduct.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set
forth below.
EAST COAST BEVERAGE CORP.
Attest:
By
Secretary Title:
Date:
Witness JOHN CALEBRESE
Date:
Witness
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT("Agreement") is made this 27th day of December,
1999, and shall be in full force and effect upon execution by and between EAST
COAST BEVERAGE CORP., a Florida corporation (hereinafter "Company"), on the one
hand, and ALEXANDER GARABEDIAN, JR. (hereinafter "Employee"), on the other.
WHEREAS, Company is a Florida corporation duly organized under the law of
the State of Florida and is presently in existence and in good standing; and
WHEREAS, Company, through its employees, officers and directors, is in the
business of manufacturing, marketing and selling various flavored beverages and
related products and supplies both nationally and internationally, in food and
other related industries; and
WHEREAS, Employee has considerable experience and expertise in the
management and marketing of products similar to those marketed by Company to
businesses and customers in the industry and Company seeks to benefit from the
experience and expertise of Employee; and
WHEREAS, Company and Employee desire to set forth the terms and conditions
of their employment relationship.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties intending to be legally bound, do agree as follows:
1. Employment. In exchange for the consideration and other benefits described
herein, and subject to the other terms and conditions set forth herein, Company
hereby employs Employee as President and Employee accepts such employment upon
the terms and conditions so set forth. In rendering such services as President,
Employee shall perform such duties and exercise such powers as are customarily
performed and exercised by persons holding such office including, without
limitation, overall management responsibilities for the operational, financial
and administrative operations of Company and such other duties as may be vested
in him by the Board of Directors of Company. As needed, Employee may also retain
the services of other professionals and consultants to provide specialized
experience and skills.
2. Devotion of Skills and Effort. Employee shall devote his entire professional
(as opposed to personal) time, energy and skill to the service of Company and
the promotion of Company's interests, and to use his best efforts in the
performance of his services hereunder. The parties agree that Employee may not,
during the employment period, be engaged in any other
business activity which would interfere with or constitute a conflict of
interest with Employee's ability to perform his duties as President provided,
however, Employee may invest his personal assets in businesses in which his
investment is of a passive nature and may undertake and perform such other
services as would be customary and befitting the President of a company such as
service on boards of directors, honorary and civic associations, and
participation in industry and business groups and organizations on a local,
state or national level.
3. Authority to Contract. Employee shall have the authority to enter into
contracts binding upon Company and to create obligations on the part of Company,
subject to the Bylaws or directives and resolutions of the Board of Directors.
4. Term. The term of employment under this Agreement shall be three (3) years,
unless an event of termination occurs and this Agreement is terminated as
provided in Section 9 of this Agreement.
5. Salary and Benefits. Employee shall receive the following salary, benefits
and other compensation during the term of his employment:
a. Base Salary of $155,000.00, per annum, payable monthly or
otherwise in accordance with the regular payroll policies of
Company, which policies may change from time to time, at
Company's discretion, and subject to any appropriate state or
federal taxes or withholding. Company shall from time to time,
but no less than annually, review Employee's Base Salary and
may, based on performance and merit considerations, increase,
but not decrease, Employee's Base Salary below the amount set
forth herein.
b. In addition to Base Salary, Employee shall be entitled to receive a
Performance Bonus equal to thirty-five percent (35%) of his Base Salary in
the event Company achieves its annual projected target sales. Any
Performance Bonus shall be paid by Company on an annual basis, within sixty
(60) days of the close of the annual sales period, whether such sales
period is calculated on a fiscal or calendar year and further subject to
any appropriate state or federal taxes. If at any time during the term of
employment Company revises or otherwise terminates such a Performance Bonus
program based on the Company's achievement of targeted sale figures,
Employee shall be entitled to a minimum bonus of twenty-five percent (25%)
of his Base Salary, so long as annual sales meet or exceed the sales
figures for the twelve-month period immediately preceding the time such
Performance Bonus Program was revised or terminated.
c. Employee is entitled to four (4) weeks paid vacation per
calendar year of service. Any unused vacation may be accrued
to the next year of service or, at Employee's option, Employee
may elect to receive a lump sum cash benefit for the unused
vacation days calculated at Employee's Base Salary rate.
d. Employee shall receive a $1,150.00 monthly payment for
automobile and automobile insurance expenses. In addition,
Employee shall be reimbursed for all costs of maintenance,
repair, gas and tolls incurred by Employee in the performance
of his duties.
e. In recognition of Company's present size and other business considerations
warranting against the establishment of group insurance benefits, Employee
shall receive a monthly lump sum payment in the amount of $1,200.00 for
health, dental family plan and life insurance benefits Company agrees to
provide as part of Employee's compensation package under this Agreement. In
the event Company initiates a "group" insurance benefits plan or otherwise
elects to provide such insurance benefits directly, Company agrees to
provide comparable and equivalent insurance benefits or, alternatively, to
continue to compensate Employee for the cost of obtaining such comparable
insurance benefits.
f. Employee shall be entitled to such other benefits, or their
monetary equivalent, including a cellular business phone and
service and reimbursement for all reasonable business expenses
incurred by Employee in the performance of his duties,
including all reasonable travel, business entertainment and
client development expenses. Employee agrees to provide
documentation of such expenses as may be required for
substantiation of such expenses as deductible business
expenses of Company.
g. Company shall procure and maintain "Directors and Officers"
professional liability insurance providing "Errors and
Omissions" coverage for Employee in the performance of his
duties for Company in an amount of no less than One Million
($1,000,000.00) Dollars of coverage per incident.
6. Confidentiality. During the term of this Agreement and hereafter as provided
below, all information related to the business, operations, finances and
strategies of Company, including without limitation, existing sales and customer
information, is and shall remain the exclusive property of Company
("Confidential Information"). Employee agrees that, except for information that
is generally available to the public, that is disclosed to any person or entity
through no fault of Employee, or as compelled to be disclosed by court process,
Employee will not at any time, directly or indirectly, use for his own benefit
of for the benefit of any third party person or entity, or disclose to any
person or entity, any Confidential Information. Employee acknowledges that all
materials relating to such Confidential Information, as well as the Confidential
Information, are the property of Company. Employee's obligations under this
Agreement shall survive termination, for whatsoever reason, of this Agreement.
7. Covenant Not to Compete. During the term of this Agreement and continuing
thereafter, upon termination of this Agreement as authorized in Section 9 of
this Agreement, or upon Employee's voluntary resignation, for a period of one
(1) year ("No Compete Period"), Employee shall not, for compensation or
otherwise, acting alone or in conjunction with others, directly or indirectly,
as an employee, consultant or in any legal or equitable ownership capacity,
participate or engage in a company or business engaged in the manufacture of
potable beverage products operating within the State of Florida or any other
territory in which Company conducted business during the term of this Agreement.
In the event that any court of competent jurisdiction shall finally hold
that this provision constitutes an unreasonable restriction upon Employee,
Employee hereby expressly agrees that the provisions of this Agreement shall not
be rendered void, but shall apply as to time and territory or to such extent as
the court may judicially determine or indicate constitutes a reasonable and
valid restriction based upon the circumstances involved. Notwithstanding any
provision in this Agreement to the contrary, in the event Company terminates
Employee in violation of this Agreement, the parties expressly recognize and
agree that Employee is not bound by the Covenant Not to Compete set forth in
this Section.
8. Surrender of Records. Upon the termination of Employee's employment, or upon
the voluntary resignation by Employee of his employment, and in addition to such
other action as may be reasonably and ordinarily required by Company, Employee
agrees to surrender to Company all materials, computers, writings or other
physical manifestations of Confidential Information, as defined herein, and all
writings and material describing, promoting or containing any Confidential
Information which Employee obtained directly or indirectly from Company.
9. Termination. As stated above, the term of this Agreement is for three (3)
years, unless otherwise terminated by occasion of the following events of
termination:
a. In the event of death or disability of such severity that the
parties reach agreement, not to be unreasonably withheld, that Employee
can no longer perform his duties, Company may immediately terminate
this Agreement and shall have no further obligation under this
Agreement except with respect to salary and benefits earned prior to
termination and, as provided herein, payment of the Lump Sum Disability
Benefit or as otherwise provided pursuant to the insurance and other
benefits provided by Company. Disability, as used herein, shall mean a
physical or mental condition which prevents Employee from performing
his duties under this Agreement in a reasonable and professional manner
and in the manner previously performed by him, for a period of at least
three (3) consecutive months. In the event of Disability, as
contemplated herein, Employee shall continue to receive his salary and
other benefits during the initial three (3) consecutive month period.
At the conclusion of the three (3) consecutive month period, in the
event Employee has not resumed his duties, the parties shall diligently
and promptly endeavor to determine if Employee is suffering from a
Disability and, upon such determination that Employee is suffering from
a Disability, Employee shall receive a lump sum payment equal to double
the total annual value of Employee's Salary and Benefits compensation,
as set forth in Paragraph 5 of this Agreement, calculated at the then
current value, as a Lump Sum Disability Benefit. In the event Employee
dies during the term of his active employment or within the initial
consecutive three (3) month period while Employee is Disabled and
otherwise unable to perform his duties, Employee's Estate shall be paid
said Lump Sum Disability Benefit as a Lump Sum Death Benefit, to be
paid to the Employee's Estate within sixty (60) days of death.
b. This Agreement may be terminated by either party in the event that
Company is sold or, alternatively, substantially all of its assets are
sold to a non-related third party. In the event that Company, or its
successor-in-interest to this Agreement, elects to terminate this
Agreement as provided in this sub-section, and upon fifteen (15) days'
notice in writing to Employee, this Agreement shall terminate and
Employee shall receive from Company a lump sum amount equal to treble
the total annual value of Employee's Salary and Benefits compensation,
as set forth in Paragraph 5 of this Agreement, calculated at the then
current value as of the date Notice is given.
In the event that Employee elects to terminate this Agreement, upon fifteen (15)
day's notice in writing to Company, Employee shall receive from Company a
lump sum amount equal to the total annual value of Employee's Salary and
Benefits compensation, as set forth in Paragraph 5 of this Agreement,
calculated to the then current value as of the date Notice is given. In the
event of termination under this subparagraph of the Agreement, Employee shall
receive such Lump Sum Termination Payment within sixty (60) days of receipt
of Notice of termination by the non-terminating party.
c. Company may otherwise terminate Employee only for "good cause"
shown. Good cause shall consist of misconduct or dishonesty which has a
material adverse effect on Company or its business or a material breach
of Employee's obligations as President, as determined and specifically
documented by the Board of Directors.
It is the parties express intent and understanding that the above-outlined
events of termination, to the extent such events of termination are exercised,
shall not constitute a breach of this Agreement by either party.
10. Employee Representations, Warranties, and Acknowledgments. Employee
represents and warrants to Company that he is fully empowered to enter into and
perform his obligations under this Agreement and, without limitation, that he is
under no restrictive covenants to any person or entity that will be violated by
his entering into and performing this Agreement, and that this Agreement
constitutes the valid and legally binding obligation of Employee enforceable in
accordance with its terms. The execution and delivery of this Agreement by
Employee has been duly authorized by all necessary action. Employee shall
indemnify Company upon demand for and against any and all judgments, losses,
claims, damages, costs (including without limitation all legal fees and costs,
even if incident to appeals) incurred or suffered by any of them as a result of
the breach of the representations and warranties made in this Section, or as a
result of the failure of the acknowledgment made in this Section to be true and
correct at all times.
11. No Waiver. The failure or delay of Company at any time to require
performance by Employee of any provision of this Agreement, even if known, shall
not affect the right of Company to require performance of that provision or to
exercise any right, power or remedy hereunder, and any waiver by Company of any
breach of any provision of this Agreement should not be construed as a waiver of
any continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right, power or remedy under this Agreement. No
notice to or demand on Employee in any case shall, of itself, entitle such party
to any other or further notice or demand in similar or other circumstances.
12. Benefits of Agreement; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Neither this Agreement nor the rights of Employee hereunder
shall be assignable by Employee without the prior written consent of Company and
any purported assignment by Employee of this Agreement or such rights without
such consent, whether voluntarily or involuntarily, shall not vest in the
purported assignee or transferee any interest or right herein whatsoever.
13. Amendment. This Agreement may be amended only by an agreement in writing
signed by the parties hereto. A term of this Agreement may be waived only by a
written instrument signed by the party entitled to the benefits thereof. No such
agreement or instrument in writing shall extend to or affect any provision of
this Agreement not expressly amended or waived, or impair any right consequent
on any such provision. The waiver of any breach of, or the failure to enforce
any provision of, this Agreement shall not be deemed to be a waiver or
acquiescence in any other breach thereof or a waiver of any such provision.
14. Notice. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or sent by telex or facsimile
(and promptly confirmed by certified mail, return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice which shall be deemed effective when
received):
a. If to Company:
John Calabrese, Chief Executive Officer
East Coast Beverage Corp.
1750 University Drive
Coral Springs, Florida 33071
b. If to Employee:
Alexander Garabedian, Jr.
15. Guaranty. The full and punctual payment by Company of all fees payable to
Employee hereunder is unconditionally guaranteed by Company.
16. Miscellaneous provisions. If any part of this Agreement or any other
Agreement entered into pursuant hereto is contrary to, prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.
Employee acknowledges that the services to be rendered by Employee
hereunder are extraordinary and unique and are vital to the success of Company,
and that damages at law would be an inadequate remedy for any breach or
threatened breach of this Agreement with respect to those provisions providing
for the Confidentiality of Confidential Information and Employee's Covenant Not
to Compete. Therefore, in the event of a breach or threatened breach by Employee
of the provisions set forth in Sections 6 and 7 of this Agreement, then Company
shall be entitled, in addition to all other rights or remedies, to any
injunctive relief authorized by law, without being required to show any actual
damage.
This Agreement and all transactions contemplated by this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Florida without regard to principles of conflicts of laws and proper
venue for any litigation arising out of this Agreement shall be Broward County,
Florida.
The parties acknowledge that this is a negotiated Agreement, and that in
no event shall the terms hereof be construed against either party on the basis
that such party, or its counsel, drafted this Agreement.
At all times during the term of this Agreement and thereafter for those
events and conduct carried out by Employee in the performance of his duties,
company agrees to indemnify and save Employee harmless from and against any and
all liability for damages, losses, costs, charges and expenses of whatever kind
and nature, including attorney's fees and costs, which Employee shall or may
incur arising from the performance of his duties as Employee, provided that, as
determined by final judicial decree, the events or conduct giving rise to
Company's obligation to indemnify were not caused or occasioned by Employee's
fraudulent or criminal conduct.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set
forth below.
EAST COAST BEVERAGE CORP.
Attest:
By
Secretary Title:
Date:
Witness ALEXANDER GARABEDIAN, JR.
Date:
Witness
EMPLOYMENT AGREEMENT
This agreement ("Agreement") is entered into on the date last set forth
below by and between EAST COAST BEVERAGE CORPORATION, a Florida corporation
("Company") on the one hand, and Edward Shanahan, ("Employee") on the other, and
is made with reference to the following facts.
A.The Company is in the business of manufacturing, marketing and
selling various flavored beverages and related products and supplies
both nationally and internationally, in food and other related
industries.
B.The Employee has experience and expertise in the marketing and sales
of such, or similar, products of the Company to businesses and
customers in the industry. In particular, the Company is seeking to
benefit from the experience and expertise of the Employee.
C.This Agreement is intended to reflect the agreement between the
parties.
Now, therefore, the parties agree as follows:
Article 1.
DEFINITIONS
The terms set forth below shall be defined as herein for purposes of this
Agreement.
1.1 "Annual salary"
This shall mean the guaranteed Annual Salary that has been referred to in
section 3.2 of this Agreement.
1.2 "Agreement"
This shall mean this Employment Agreement.
1.3 "Company Confidentiality Agreement"
This shall mean the Confidentiality Agreement signed by the parties in
connection with this Agreement
1.4 "Company Customers"
This shall mean all the existing customers and future customers of the
Company from time to time.
1.5 "Cause"
Cause shall exist if the Employee commits any act of dishonesty,
punishable under California or Federal law as a felony, discloses
Confidential Information other than with the approval of the Company;
consistently materially neglects his duties with respect to his
assignments after the Company has given written notice and an opportunity
to improve his performance hereunder; commits a material breach of this
agreement; or in the event of death or disability.
1.6 "Commence Date"
This shall mean October 26, 1998.
1.7 "Confidential Information"
This shall have the meaning as defined in the Company Confidentiality
Agreement.
1.8 "Disability"
This shall mean any physical or mental incapacity which results in the
Employee being unable to materially perform his regular full time duties
for 30 (thirty) days out of any 90 (ninety) day period.
1.9 "Signing Bonus"
This shall mean the sum of $10,000.00 (ten thousand dollars) payable to
Employee upon the Commencement Date.
1.10 "Term"
This shall mean the period of 2 years commencing on the Commencement Date
(the initial term), or such further period as may be agreed between the
parties in writing. The Company shall have the option to extend this
Agreement for an additional two years, provided it has given 90 days
written notice prior to the end of the initial term.
1.11 "Termination Date"
This shall mean either the date upon which the term ends or, if this
Agreement is terminated with notice, the last day of that notice. If the
Agreement is terminated without notice, the date of notification of the
termination.
Article 2.
OBLIGATIONS OF EMPLOYEE
2.1 Services
Employee shall hold the position and title as Director of the Marketing
and Sales and will be based in New England at a location chosen by employee but
will have territorial responsibilities primarily throughout the Northeast and
Southeastern United States. Employee shall perform the assignments and duties
pursuant to the terms and conditions of this Agreement.
2.2 Exclusivity
For the Term, Employee shall work only for the Company and shall not
perform services of any kind for any person or entity other than the Company. He
agrees to devote full time, ability, attention, energy, knowledge and skills
solely and exclusively to performing the duties relating to the Company
business. However, the employee will be permitted to be involved in
father-in-law's business, also will be involved in nut business providing the
Company name is changed and the business does not involve beverages.
2.3 Confidentiality
Employee shall comply with the Company Confidentiality Agreement.
Article 3.
COMPENSATION AND BENEFITS
3.1 Compensation
Subject to the terms and conditions of this Agreement, Employee shall
receive the compensation as set out herein.
3.2 Annual Salary
Employee shall receive a salary of $125,000.00 (One Hundred Twenty Five
Thousand Dollars) per year. Said salary shall be paid in equal bi-weekly
installments.
3.3 Signing Bonus
Employee shall receive a one time $10,000.00 signing bonus when this
Agreement is signed. Said bonus shall be fully earned upon the signing of this
Agreement.
3.4 Company Stock
A sufficient number of the Company's shares of common stock shall be
issued and delivered to the Employee, upon execution of this Agreement, such
that the Employee will then own 6% of its issued and outstanding common shares.
Said stock shall be restricted and contain in its legend, certain limitations
which will provide that said stock shall not be assigned, liquidated,
transferred, sold or negotiated for a period of two years from issuance.
Further, said stock shall be a non-voting and may at any time be sold,
transferred, assigned, liquidated, or otherwise negotiated, in the event of a
sale of more than fifty (50%) percent of the outstanding shares of the Company
or after a period of two years. In the event that over 50% of the outstanding
shares of the Company are sold or transferred, Company agrees to re-purchase or
sell Employee's shares in that transaction.
It is further agreed that said six (6%) percent stock ownership in the
Company shall not be diluted or increased as a result of any action of the
Company. Employee shall be entitled to maintain the equivalent percentage of
ownership interest by the addition or deletion in outstanding issued shares in
the Company, equivalent to six (6%) percent.
If Employee voluntarily terminates his employment with the Company during
the restricted period for any reason other than Employee's death or disability
or the Company's breach of this Agreement, all restricted stock subject to
restriction at the date of such termination shall automatically be forfeited and
returned to the Company.
In the event of Employee's demise or disability during the period of the
two year restriction on said stock, the stock shall inure to the benefit of
Employee's heirs, subject to all terms and conditions set forth herein. Upon
expiration of the term, or upon the Company's breach of this agreement, the
Employee may require the Company to re-purchase for cash within 120 days, the
Employee's stock for fair market value as determined by a mutually agreed to
third party. In the event that third party cannot be agreed to, both parties
will choose one and those two will choose a third and the opinion of the
majority will be binding.
3.5 Other Payments
In addition to the Salary payable hereunder, Company shall pay to Employee
the following:
(a) Company credit card will be made available to the Employee with a
pre-determined limit, set by the Company, to be used exclusively for
Company business, and will be subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(b) reimbursement for reasonable and necessary telephone and postage
expenses, payable in arrears, subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(c) a two week vacation after each year of service; to be taken at a time
subject to prior approval of the Company, but in no event, shall
vacation be scheduled in the summer months;
(d) a $500.00 (five hundred dollar) car allowance, payable monthly in
equal installments.
Employee shall be solely responsible for medical, dental and/or life
insurance during the term of this agreement.
3.6 Indemnification
The Company shall indemnify the Employee to the fullest extent permitted
by law for all acts taken or required within the scope of his employment.
Article 4.
TERMINATION
4.1 Termination by Company
This Agreement may be terminated by the Company without notice for Cause.
This Agreement may also terminate automatically without notice on the occurrence
of the Employee failing to comply with his obligations under section 2.2 above
either as a result of death or disability.
4.2 Obligations upon termination
Upon termination of this Agreement, with or without cause, Employee shall
immediately return to the Company all files, records, documents, specifications,
equipment, and similar items relating to the business of the Company, whether
prepared by the Employee or otherwise coming into his possession.
Article 5.
GENERAL
5.1 Entire Agreement
This Agreement is the final and exclusive statement of all agreements and
understandings between the parties with respect to the subject matter described
herein. There are no other agreements, representations, warrants or conditions
other than those contained hereunder.
5.2 Changes, modifications or alterations
No change, modification or alteration of this Agreement shall be effective
unless in writing and signed by all parties.
5.3 No Waiver
No waiver of any provision of this Agreement or of the rights and
obligations of the parties shall be effective unless in writing and signed by
the party waiving compliance. Any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.
5.4 Severability
If all or any part of this Agreement is found invalid or unenforceable
pursuant to judicial decree, the remainder of this Agreement shall remain valid
and enforceable.
5.5 Governing law
Governing law of this Agreement shall be the law of the state of
California. This Agreement is deemed to have been entered into in California and
both parties agree to submit to personal jurisdiction of California state and
federal courts. Any suit brought to enforce this Agreement shall be brought only
in the state or Federal courts of California and each party agrees to service of
process by certified U.S. Mail sent by a registered process server.
5.6 Notices
Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given on the date of service, or on
the 3rd day after mailing by registered or certified mail, postage pre-paid and
properly addressed, at the following addresses:
The Company
East Coast Beverage Corporation
1750 University Drive, Suite 117
Coral Springs, FL 33071
Attn: JohnCalebrese
The Employee
Edward Shanahan
78 Harrington Ridge Road
Sherborn, MA 01770
Courtesy copies of any notices to the Company shall also be sent to:
John M. Downer, Esquire
3080 Bristol Street, Suite 630
Costa Mesa, CA 92626
The Law Offices of Steven A. Scott
728 N.W. 8th Avenue
P.O. Box 2212
Gainesville, FL 32601
5.7 Assignment
This Agreement is a personal one, being entered into in reliance upon and
in consideration of the singular personal skill and qualifications of the
Employee. Employee shall therefore not voluntarily or by operation of law
assign, subcontract any portion of, or otherwise transfer the obligations
incurred on his part pursuant to the terms of this Agreement without the prior
written consent of the Company. Any attempted assignment or transfer by Employee
shall be wholly void. Company shall have the right to assign this Agreement to
any affiliated entity or by operation of law.
5.8 Subject Headings
Subject headings of the articles and sections of this Agreement are
included for convenience only, and shall not affect the construction or
interpretation of its provisions.
5.9 Preamble; Exhibits
The preamble to this Agreement and the Exhibits hereto are hereby
incorporated herein by reference.
5.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one agreement.
5.11 Joint Drafting
This agreement shall be deemed to have been drafted by the parties
jointly.
5.12 Advice of Counsel
Employee has been given an opportunity to consult with independent counsel
of its choice prior to executing this Agreement. Employee has been advised and
encouraged not to execute this Agreement without first consulting with counsel.
5.13 Reservation of Management Rights
Except as expressly provided herein, the Company exclusively reserves all
inherent rights and responsibilities including, but not limited to, the right to
promulgate rules and regulations necessary for the management, operation and
supervision of the Company and its business.
5.14 Legal Fees
If any litigation results from this Agreement, the non-prevailing party in
such litigation shall pay all of the prevailing party's attorney fees and costs
actually incurred, regardless of any applicable determination of any court
concerning the reasonableness of the amount thereof. It is the express intent of
the parties that, under all circumstances, the prevailing party shall recover
all attorney's fees actually incurred in bringing or defending such action and
in enforcing any judgement or award granted therein.
EAST COAST BEVERAGE CORPORATION
By: /s/ John Calebrese
Name. John Calebrese
Title: President
Date: 10-10-98
EMPLOYEE
/s/ Edward Shanahan
Name: Edward Shanahan
Date: 10-22-98
ADDENDUM TO EMPLOYMENT AGREEMENT
Addendum to Employment Agreement by and between East Coast Beverage Corp.
(the "Company") and Edward Shanahan (the "Employee") dated October 22, 1998
Whereas, the Company plans a reverse merger with a public entity;
Whereas, the Company is seeking to raise additional capital through the
private placement of its common stock;
Whereas, the Company and the Employee agree to modify the Employment
Agreement as follows:
Article 3.4 Company Stock
Change 6% of the Company's restricted and non-voting common stock to
195,0000 shares of the Company's restricted and non-voting common stock.
AGREED AND ACCEPTED THIS 26 day of August, 1999 by and between
East Coast Beverage Corp. Employee
/s/ John Calebrese /s/ Edward Shanahan
John Calebrese, CEO Edward Shanahan
EMPLOYMENT AGREEMENT
This agreement ("Agreement") is entered into on the date last set forth
below by and between EAST COAST BEVERAGE CORPORATION, a Florida corporation
("Company") on the one hand, and John Daumeyer, ("Employee") on the other, and
is made with reference to the following facts.
A.The Company is in the business of manufacturing, marketing and
selling various flavored beverages and related products and supplies
both nationally and internationally, in food and other related
industries.
B.The Employee has experience and expertise in the marketing and sales
of such, or similar, products of the Company to businesses and
customers in the industry. In particular, the Company is seeking to
benefit from the experience and expertise of the Employee.
C.This Agreement is intended to reflect the agreement between the
parties.
Now, therefore, the parties agree as follows:
Article 1.
DEFINITIONS
For convenience, certain terms are defined in Article 1 of this Agreement.
Where any terms so defined are also defined in any state or federal
legislation, the term as used herein shall have the meaning stated in
Article 1.
1.1 "Annual salary"
This shall mean the guaranteed Annual Salary that has been referred to in
section 3.2 of this Agreement.
1.2 "Agreement"
This shall mean this Employment Agreement.
1.3 "East Coast Beverage Corp. Company Confidentiality Agreement"
This shall mean the Company's most current Confidentiality Agreement that
all of its employees and consultants are required to sign.
1.4 "Company Customers"
This shall mean all the existing customers and prospective customers of
the Company.
1.5 "Cause"
Cause shall exist if the Employee commits any act of dishonesty, discloses
Confidential Information other than with the approval of the Company; is
guilty of misconduct; consistently neglects his duties with respect to his
assignments after the Company has given written notice and an opportunity
to improve his performance hereunder, commits a breach of this agreement;
or in the event of death or disability.
1.6 "Commence Date"
This shall mean November 2, 1998.
1.7 "Confidential Information"
This shall have the meaning as defined in the Company Confidentiality
Agreement.
1.8 "Disability"
This shall mean any physical or mental incapacity which results in the
Employee being unable to satisfactorily perform his regular full time
duties for 30 (thirty) days out of any 90 (ninety) day period.
1.9 "Term"
This shall mean the period of 2 years commencing on the Commencement Date,
or such further period as may be agreed between the parties in writing.
1.10 "Termination Date"
This shall mean either the date upon which the term ends or, if this
Agreement is terminated with notice, the last day of that notice. If the
Agreement is terminated without notice, the date of notification of the
termination.
Article 2.
OBLIGATIONS OF EMPLOYEE
2.1 Services
Employee shall perform the assignments and duties pursuant to the terms
and conditions of this Agreement. These duties shall include, but shall not be
limited to, those items listed in Exhibit A, which is attached hereto.
2.2 Exclusivity
For the Term, Employee shall work only for the Company and shall not
perform services of any kind for any person or entity other than the Company. He
agrees to devote full time, ability, attention, energy, knowledge and skills
solely and exclusively to performing the duties relating to the Company
business.
2.3 Confidentiality
Employee shall execute the Company Confidentiality Agreement presently in
effect and any subsequent, and similar Agreement of the Company.
Article 3.
COMPENSATION AND BENEFITS
3.1 Compensation
Subject to the terms and conditions of this Agreement, Employee shall
receive the compensation as set out herein.
3.2 Annual Salary
Employee shall receive a salary of $95,000.00 (Ninety Five Thousand
Dollars) per year. Said salary shall be paid in equal installments, as
determined by the Company, but no less than monthly.
3.3 Company Stock
The Company shall issue to the Employee, the equivalent of a four (4)
percent interest of common stock. Said stock shall be restricted and contain in
its legend, certain limitations which will provide that said stock shall not be
assigned, liquidated, transferred, sold or negotiated for a period of three
years from issuance. Further, said stock shall be non-voting and shall be sold,
transferred, assigned, liquidated or otherwise negotiated, in the event of a
sale of more than seventy-five (75%) percent of the outstanding shares of the
Company or after a period of two years. Further said stock shall be issued
thirty (30) days after execution of contract.
3.4 Other Payments
In addition to the Salary payable hereunder, Company shall pay to Employee
the following:
(a) Company credit card will be made available to the Employee with a
pre-determined limit, set by the Company, to be used exclusively for
Company business, and will be subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(b) reimbursement for reasonable and necessary telephone and postage
expenses, payable in arrears, subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(c) a two week vacation after each year of service; to be taken at a time
subject to prior approval of the Company, but in no event, shall
vacation be scheduled in the summer months;
(d) a $500.00 (five hundred dollar) monthly automobile allowance, with
the Employee responsible for any and all cost in excess of that
amount.
(e) performance clause to earn twenty ($.20) cents per case per quarter;
(f) a one time signing bonus of seven thousand five hundred ($7,500.00)
dollars at the commencement of the agreement.
Employee shall be solely responsible for medical, dental and/or life
insurance during the term of this agreement.
Article 4.
TERMINATION
4.1 Termination by Company
This Agreement may be terminated by the Company without notice for Cause.
This Agreement may also terminate automatically without notice on the occurrence
of the Employee failing to comply with his obligations under section 2.2 above
either as a result of death or disability or other incapacity or reason.
4.2 Obligations upon termination
Upon termination of this Agreement, with or without cause, Employee shall
immediately return to the Company all files, records, documents, specifications,
equipment, and similar items relating to the business of the Company, whether
prepared by the Employee or otherwise coming into his possession.
Article 5.
GENERAL
5.1 Entire Agreement
This Agreement is the final and exclusive statement of all agreements and
understandings between the parties with respect to the subject matter described
herein. There are no other agreements, representations, warrants or conditions
other than those contained hereunder.
5.2 Changes, modifications or alterations
No change, modification or alteration of this Agreement shall be effective
unless in writing and signed by all parties.
5.3 No Waiver
No waiver of any provision of this Agreement or of the rights and
obligations of the parties shall be effective unless in writing and signed by
the party waiving compliance. Any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.
5.4 Severability
If all or any part of this Agreement is found invalid or unenforceable
pursuant to judicial decree, the remainder of this Agreement shall remain valid
and enforceable.
5.5 Governing law
Governing law of this Agreement shall be the law of the state of
California. This Agreement is deemed to have been entered into in California and
both parties agree to submit to personal jurisdiction of California state and
federal courts. Any suit brought to enforce this Agreement shall be brought only
in the state or Federal courts of California and each party agrees to service of
process by certified U.S. Mail sent by a registered process server.
5.6 Notices
Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given on the date of service, or on
the 3rd day after mailing by registered or certified mail, postage pre-paid and
properly addressed, at the following addresses:
The Company
East Coast Beverage Corporation
1750 University Drive, Suite 117
Coral Springs, FL 33071
Attn: JohnCalebrese
The Employee
John Daumeyer
8621 Brookridge Drive
West Chester, OH 45069
Courtesy copies of any notices to the Company shall also be sent to:
John M. Downer, Esquire
3080 Bristol Street, Suite 630
Costa Mesa, CA 92626
5.7 Assignment
This Agreement is a personal one, being entered into in reliance upon and
in consideration of the singular personal skill and qualifications of the
Employee. Employee shall therefore not voluntarily or by operation of law
assign, subcontract any portion of, or otherwise transfer the obligations
incurred on his part pursuant to the terms of this Agreement without the prior
written consent of the Company. Any attempted assignment or transfer by Employee
shall be wholly void. Company shall have the right to assign this Agreement to
any affiliated entity or by operation of law.
5.8 Subject Headings
Subject headings of the articles and sections of this Agreement are
included for convenience only, and shall not affect the construction or
interpretation of its provisions.
5.9 Preamble; Exhibits
The preamble to this Agreement and the Exhibits hereto are hereby
incorporated herein by reference.
5.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one agreement.
5.11 Joint Drafting
This agreement shall be deemed to have been drafted by the parties
jointly.
5.12 Advice of Counsel
Employee has been given an opportunity to consult with independent counsel
of its choice prior to executing this Agreement. Employee has been advised and
encouraged not to execute this Agreement without first consulting with counsel.
5.13 Reservation of Management Rights
Except as expressly provided herein, the Company exclusively reserves all
inherent rights and responsibilities including, but not limited to, the right to
promulgate rules and regulations necessary for the management, operation and
supervision of the Company and its business.
EAST COAST BEVERAGE CORPORATION
By: /s/ John Calebrese
Name. John Calebrese
Title: President
Date: 10-10-98
EMPLOYEE
/s/ John Daumeyer
Name: John Daumeyer
Date: 10-7-98
ECBC Employ Agree John Daumeyer 2-00
ADDENDUM TO EMPLOYMENT AGREEMENT
Addendum to Employment Agreement by and between East Coast Beverage Corp.
(the "Company") and John Daumeyer (the "Employee") dated October 7, 1998
Whereas, the Company plans a reverse merger with a public entity;
Whereas, the Company is seeking to raise additional capital through the
private placement of its common stock;
Whereas, the Company and the Employee agree to modify the Employment
Agreement as follows:
Article 3.3 Company Stock
Change 4% of the Company's restricted and non-voting common stock to
130,0000 shares of the Company's restricted and non-voting common stock.
AGREED AND ACCEPTED THIS 26 day of August, 1999 by and between
East Coast Beverage Corp. Employee
/s/ John Calebrese /s/ John Daumeyer
John Calebrese, CEO John Daumeyer
EMPLOYMENT AGREEMENT
This agreement ("Agreement") is entered into on the date last set forth
below by and between EAST COAST BEVERAGE CORPORATION, a Florida corporation
("Company") on the one hand, and Perry Maxwell, ("Employee") on the other, and
is made with reference to the following facts.
A.The Company is in the business of manufacturing, marketing and
selling various flavored beverages and related products and supplies
both nationally and internationally, in food and other related
industries.
B.The Employee has experience and expertise in the marketing and sales
of such, or similar, products of the Company to businesses and
customers in the industry. In particular, the Company is seeking to
benefit from the experience and expertise of the Employee.
C.This Agreement is intended to reflect the agreement between the
parties.
Now, therefore, the parties agree as follows:
Article 1.
DEFINITIONS
For convenience, certain terms are defined in Article 1 of this Agreement.
Where any terms so defined are also defined in any state or federal
legislation, the term as used herein shall have the meaning stated in
Article 1.
1.1 "Annual salary"
This shall mean the guaranteed Annual Salary that has been referred to in
section 3.2 of this Agreement.
1.2 "Agreement"
This shall mean this Employment Agreement.
1.3 "East Coast Beverage Corp. Company Confidentiality Agreement"
This shall mean the Company's most current Confidentiality Agreement that
all of its employees and consultants are required to sign (attached to
this Agreement).
1.4 "Company Customers"
This shall mean all the existing customers and prospective customers with
whom the Company has established a relationship.
1.5 "Cause"
Cause shall exist if the Employee commits any act of dishonesty, discloses
Confidential Information other than with the approval of the Company; is
guilty of misconduct; consistently neglects his duties with respect to his
assignments after the Company has given written notice and an opportunity
to improve his performance hereunder, commits a breach of this agreement;
or in the event of death or disability.
1.6 "Commence Date"
This shall mean November 2, 1998.
1.7 "Confidential Information"
This shall have the meaning as defined in the Company Confidentiality
Agreement.
1.8 "Disability"
This shall mean any physical or mental incapacity which results in the
Employee being unable to satisfactorily perform his regular full time
duties for 30 (thirty) days out of any 90 (ninety) day period.
1.9 "Term"
This shall mean the period of 2 years commencing on the Commencement Date,
or such further period as may be agreed between the parties in writing.
1.10 "Termination Date"
This shall mean either the date upon which the term ends or, if this
Agreement is terminated with notice, the last day of that notice. If the
Agreement is terminated without notice, the date of notification of the
termination.
Article 2.
OBLIGATIONS OF EMPLOYEE
2.1 Services
Employee shall perform the assignments and duties pursuant to the terms
and conditions of this Agreement. These duties shall include, but shall not be
limited to, those items listed in Exhibit A, which is attached hereto.
Additional duties may be added by mutual consent.
2.2 Exclusivity
For the Term, Employee shall work only for the Company and shall not
perform services of any kind for any person or entity other than the Company. He
agrees to devote full time, ability, attention, energy, knowledge and skills
solely and exclusively to performing the duties relating to the Company
business.
2.3 Confidentiality
Employee shall execute the Company Confidentiality Agreement presently in
effect and any subsequent, and similar Agreement of the Company.
Article 3.
COMPENSATION AND BENEFITS
3.1 Compensation
Subject to the terms and conditions of this Agreement, Employee shall
receive the compensation as set out herein.
3.2 Annual Salary
Employee shall receive a salary of $85,000.00 (Eighty Five Thousand
Dollars) per year. Said salary shall be paid in equal installments, bi-weekly,
as determined by the Company, but no less than monthly.
3.3 Company Stock
The Company shall issue to the Employee, the equivalent of a four (4)
percent interest of common stock. Said stock shall be restricted and contain in
its legend, certain limitations which will provide that said stock shall not be
assigned, liquidated, transferred, sold or negotiated for a period of three
years from issuance. Further, said stock shall be non-voting and shall be sold,
transferred, assigned, liquidated or otherwise negotiated, in the event of a
sale of more than seventy-five (75%) percent of the outstanding shares of the
Company or after a period of two years. Further said stock shall be issued
thirty (30) days after execution of contract.
3.4 Other Payments
In addition to the Salary payable hereunder, Company shall pay to Employee
the following:
(a) Company credit card will be made available to the Employee with a
pre-determined limit, set by the Company, to be used exclusively for
Company business, and will be subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(b) reimbursement for reasonable and necessary telephone and postage
expenses, payable in arrears, subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(c) a two week vacation after each year of service; to be taken at a time
subject to prior approval of the Company, but in no event, shall
vacation be scheduled in the summer months;
(d) a $500.00 (five hundred dollar) monthly automobile allowance, with
the Employee responsible for any and all cost in excess of that
amount.
(e) performance clause to earn twenty ($.20) cents per case per quarter;
(f) a one time signing bonus of seven thousand five hundred ($7,500.00)
dollars at
the commencement of the agreement.
Employee shall be solely responsible for medical, dental and/or life
insurance during the term of this agreement.
Article 4.
TERMINATION
4.1 Termination by Company
This Agreement may be terminated by the Company without notice for Cause.
This Agreement may also terminate automatically without notice on the occurrence
of the Employee failing to comply with his obligations under section 2.2 above
either as a result of death or disability or other incapacity or reason.
4.2 Obligations upon termination
Upon termination of this Agreement, with or without cause, Employee shall
immediately return to the Company all files, records, documents, specifications,
equipment, and similar items relating to the business of the Company, whether
prepared by the Employee or otherwise coming into his possession.
Article 5.
GENERAL
5.1 Entire Agreement
This Agreement including the confidentiality agreement and Exhibit "A", is
the final and exclusive statement of all agreements and understandings between
the parties with respect to the subject matter described herein. There are no
other agreements, representations, warrants or conditions other than those
contained hereunder.
5.2 Changes, modifications or alterations
No change, modification or alteration of this Agreement shall be effective
unless in writing and signed by all parties.
5.3 No Waiver
No waiver of any provision of this Agreement or of the rights and
obligations of the parties shall be effective unless in writing and signed by
the party waiving compliance. Any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.
5.4 Severability
If all or any part of this Agreement is found invalid or unenforceable
pursuant to judicial decree, the remainder of this Agreement shall remain valid
and enforceable.
5.5 Governing law
Governing law of this Agreement shall be the law of the state of
California. This Agreement is deemed to have been entered into in California and
both parties agree to submit to personal jurisdiction of California state and
federal courts. Any suit brought to enforce this Agreement shall be brought only
in the state or Federal courts of California and each party agrees to service of
process by certified U.S. Mail sent by a registered process server.
5.6 Notices
Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given on the date of service, or on
the 3rd day after mailing by registered or certified mail, postage pre-paid and
properly addressed, at the following addresses:
The Company
East Coast Beverage Corporation
1750 University Drive, Suite 117
Coral Springs, FL 33071
Attn: John Calebrese
The Employee
Perry Maxwell
2679 Corey Place
San Ramon, CA 94583
Courtesy copies of any notices to the Company shall also be sent to:
John M. Downer, Esquire
3080 Bristol Street, Suite 630
Costa Mesa, CA 92626
5.7 Assignment
This Agreement is a personal one, being entered into in reliance upon and
in consideration of the singular personal skill and qualifications of the
Employee. Employee shall therefore not voluntarily or by operation of law
assign, subcontract any portion of, or otherwise transfer the obligations
incurred on his part pursuant to the terms of this Agreement without the prior
written consent of the Company. Any attempted assignment or transfer by Employee
shall be wholly void. Company shall have the right to assign this Agreement to
any affiliated entity or by operation of law.
5.8 Subject Headings
Subject headings of the articles and sections of this Agreement are
included for convenience only, and shall not affect the construction or
interpretation of its provisions.
5.9 Preamble; Exhibits
The preamble to this Agreement and the Exhibits hereto are hereby
incorporated herein by reference.
5.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one agreement.
5.11 Joint Drafting
This agreement shall be deemed to have been drafted by the parties
jointly.
5.12 Advice of Counsel
Employee has been given an opportunity to consult with independent counsel
of its choice prior to executing this Agreement. Employee has been advised and
encouraged not to execute this Agreement without first consulting with counsel.
5.13 Reservation of Management Rights
Except as expressly provided herein, the Company exclusively reserves all
inherent rights and responsibilities including, but not limited to, the right to
promulgate rules and regulations necessary for the management, operation and
supervision of the Company and its business.
EAST COAST BEVERAGE CORPORATION
By: /s/ John Calebrese
Name. John Calebrese
Title: President
Date: 10-10-98
EMPLOYEE
/s/ Perry Maxwell
Name: Perry Maxwell
Date: 10-13-98
ADDENDUM TO EMPLOYMENT AGREEMENT
Addendum to Employment Agreement by and between East Coast Beverage Corp.
(the "Company") and Perry Maxwell (the "Employee") dated October 13, 1998
Whereas, the Company plans a reverse merger with a public entity;
Whereas, the Company is seeking to raise additional capital through the
private placement of its common stock;
Whereas, the Company and the Employee agree to modify the Employment
Agreement as follows:
Article 3.3 Company Stock
Change 4% of the Company's restricted and non-voting common stock to
130,0000 shares of the Company's restricted and non-voting common stock.
AGREED AND ACCEPTED THIS 26 day of August, 1999 by and between
East Coast Beverage Corp. Employee
/s/ John Calebrese /s/ Perry Maxwell
John Calebrese, CEO Perry Maxwell
EMPLOYMENT AGREEMENT
This agreement (the "Agreement") is entered into on the date set forth
below by and between EAST COAST BEVERAGE CORPORATION, a corporation (the
"Company") on the one hand, and Drew Carver (the "Employee") on the other, and
is made with reference to the following facts.
A. The Company is in the business of manufacturing, marketing and selling
various flavored beverages and related products and supplies both nationally and
internationally, in food and other related industries.
B. The Employee has experience and expertise in the marketing and sales of such,
or similar, products of the Company to businesses and customers in the industry.
In particular, the Company is seeking to benefit from the experience and
expertise of the Employee.
C. This Agreement is intended to reflect the agreement between the parties.
Now, therefore, the parties agree as follows:
Article 1.
DEFINITIONS
For convenience, certain terms are defined in Article 1 of this Agreement.
Where any terms so defined are also defined in any state or federal legislation,
the terms as used herein shall have the meaning stated in Article 1.
1.1 "Annual salary"
This shall mean the guaranteed Annual Salary that has been referred to in
section 3.2 of this Agreement.
1.2 "Agreement"
This shall mean this Employment Agreement.
Article 2.
OBLIGATIONS OF EMPLOYEE
2.1 Services
Employee shall perform the assignments and duties pursuant to the terms
and conditions of this Agreement. These duties shall include, but shall not be
limited to, those items listed in Exhibit A, which is attached hereto.
2.2 Exclusivity
For the Term, Employee shall work only for the Company and shall not
perform services of any kind for any person or entity other than the Company. He
agrees to devote full time, ability, attention, energy, knowledge and skills
solely and exclusively to performing the duties relating to the Company
business.
2.3 Confidentiality
Employee shall execute the Company Confidentiality Agreement presently in
effect and any subsequent, and similar Agreement of the Company.
Article 3.
COMPENSATION AND BENEFITS
3.1 Compensation
Subject to the terms and conditions of this Agreement, Employee shall
receive the compensation as set out herein.
3.2 Annual Salary
Employee shall receive a salary of $95,000.00 (Ninety-Five Thousand
Dollars) per year. Said salary shall be divided in equal installments, as
determined by the Company, but no less than monthly.
3.3 Company Stock
The Company shall issue to the Employee the equivalent of a four (4%)
percent interest of common stock. Said stock shall be restricted and contain in
its legend, certain limitations which will provide that said stock shall not be
assigned, liquidated, transferred, sold or negotiated for a period of three
years from issuance. Further, said stock shall be a non-voting stock and shall
only be sold, transferred, assigned, liquidated or otherwise negotiated, in the
event of a sale of more than seventy-five (75%) percent of the outstanding
shares of the Company or after a period of two years. Further said stock shall
be issued thirty (30) days after execution of contract
3.4 Other Payments
In addition to the Salary payable hereunder, Company shall pay to Employee
the following:
(a) Company credit card will be made available to the Employee with a
pre-determined limit, set by the Company, to be used exclusively for
Company business, and will be subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(b) reimbursement for reasonable and necessary telephone and postage
expenses, payable in arrears, subject to satisfactory expense reports
and receipts submitted to the Company on a monthly basis;
(c) a two week vacation after each year of service; to be taken at a time
subject to prior approval of the Company, but in no event, shall
vacation be scheduled in the summer months;
(d) a $500.00 (five hundred dollar) monthly automobile allowance, with
the Employee responsible for any and all costs in excess of that
amount;
(e) performance clause to earn twenty ($.20) cents per case per quarter;
(f) a one time signing bonus often thousand ($10,000) dollars at the
commencement of
the agreement.
Employee shall be solely responsible for medical, dental and/or life
insurance during the term of this agreement.
Article 4.
TERMINATION
4.1 Termination by Company
This Agreement may be terminated by the Company without notice for Cause.
This Agreement may also terminate automatically without notice on the occurrence
of the Employee failing to comply with his obligations under section 2.2 above
either as a result of death, Disability, or other incapacity or reason.
4.2 Obligations upon termination
Upon termination of this Agreement, with or without cause, Employee shall
immediately return to the Company all files, records, documents, specifications
equipment, and similar items relating to the business of the Company, whether
prepared by the Employee or otherwise coming into his possession.
Article 5.
GENERAL
5.1 Entire Agreement
This Agreement is the final and exclusive statement of all agreements and
understandings between the parties with respect to the subject matter described
herein. There are no other agreements, representations, warrants or conditions
other than those contained hereunder.
5.2 Changes, modifications or alterations
No Change, modification or alteration of this Agreement shall be effective
unless in writing and signed by all parties.
5.3 No Waiver
No waiver of any provision of this Agreement or of the rights and
obligations of the parties shall be effective unless in writing and signed by
the party waiving compliance. Any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.
5.4 Severability
If all or any part of this Agreement is found invalid or unenforceable
pursuant to judicial decree, the remainder of this Agreement shall remain valid
and enforceable.
5.5 Governing law
Governing law of this Agreement shall be the law of the state of
California. This Agreement is deemed to have been entered into in California and
both parties agree to submit to personal jurisdiction of California state and
federal courts. Any suit brought to enforce this Agreement shall be brought only
in the state or Federal courts of California and each party agrees to service of
process by certified U.S. Mail sent by a registered process server.
5.6 Notices
Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given on the date of service, or on
the 3rd day after mailing by registered or certified mail, postage pre-paid and
properly addressed, at the following addresses:
The Company
East Coast Beverage Corporation
1750 University Drive, Suite 117
Coral Springs, FL 33071
Attn: JohnCalebrese
The Employee
Drew Carver
3852 E. Kersan
Phoenix, AZ 85044
Courtesy copies of any notices to the Company shall also be sent to:
John M. Downer, Esquire
3080 Bristol Street, Suite 630
Costa Mesa, CA 92626
5.7 Assignment
This Agreement is a personal one, being entered into in reliance upon and
in consideration of the singular personal skill and qualifications of the
Employee. Employee shall therefore not voluntarily or by operation of law
assign, subcontract any portion of, or otherwise transfer the obligations
incurred on his part pursuant to the terms of this Agreement without the prior
written consent of the Company. Any attempted assignment or transfer by Employee
shall be wholly void. Company shall have the right to assign this Agreement to
any affiliated entity or by operation of law.
5.8 Subject Headings
Subject headings of the articles and sections of this Agreement are
included for convenience only, and shall not affect the construction or
interpretation of its provisions.
5.9 Preamble; Exhibits
The preamble to this Agreement and the Exhibits hereto are hereby
incorporated herein by reference.
5.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one agreement.
5.11 Joint Drafting
This agreement shall be deemed to have been drafted by the parties
jointly.
5.12 Advice of Counsel
Employee has been given an opportunity to consult with independent counsel
of its choice prior to executing this Agreement. Employee has been advised and
encouraged not to execute this Agreement without first consulting with counsel.
5.13 Reservation of Management Rights
Except as expressly provided herein, the Company exclusively reserves all
inherent rights and responsibilities including, but not limited to, the right to
promulgate rules and regulations necessary for the management, operation and
supervision of the Company and its business.
EAST COAST BEVERAGE CORPORATION
By: /s/ John Calebrese
Name. John Calebrese
Title: President
Date: 10-10-98
EMPLOYEE
/s/ Drew Carver
Name: Drew Carver
Date: 10-8-98
EXHIBIT "A"
(EMPLOYEE JOB DESCRIPTION)
VICE PRESIDENT - BUSINESS DEVELOPMENT
ADDENDUM TO EMPLOYMENT AGREEMENT
Addendum to Employment Agreement by and between East Coast Beverage Corp.
(the
"Company"), and Drew Carver (the "Employee") dated October 8, 1998.
Whereas, the Company plans a reverse merger with a public entity;
Whereas, the Company is seeking to raise additional capital through the
private placement of its common stock;
Whereas, the Company and Employee agree to modify the Employment
Agreement as follows:
Article 3.3 Company Stock
Change 4% of the Company's restricted and non-voting common stock to
130,000 shares of the Company's restricted and non-voting common stock.
AGREED AND ACCEPTED THIS 26 day of August, 1999 by and between:
East Coast Beverage Corp. Employee:
/s/ John Calebrese /s/ Drew Carver
John Calebrese, CEO Drew Carver