EXHIBIT 10.3
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Carey Agri International Poland Sp. z o.o.
ul. Lubelska 13, 03-802 Warszawa
Phone: (022) 618-50-25 Fax: (022) 618-02-38
EMPLOYMENT CONTRACT
Concluded on 10th January 2000
between:
CAREY AGRI INTERNATIONAL POLAND SP. Z O.O., with its registered seat in Warsaw,
13 Lubelska Street, represented by MR. WILLIAM V. CAREY hereinafter referred to
as "EMPLOYER"
and
MR. NEIL CROOK, residing at W. Kajle; 20, 04-634 Warsaw, hereinafter referred to
as "EMPLOYEE"
ss1
The EMPLOYER hires the EMPLOYEE as the CHIEF FINANCIAL OFFICER.
ss2
The agreement herewith is signed for a 3-YEAR PERIOD and can be dissolved by a
6-MONTH NOTICE.
ss3
The range of duties of the employed party is the following but not limited to:
1. Preparing and presenting the reports regarding the:
- P/L;
- balance sheet;
- actual overhead vs. projected overhead;
- profitability ratios of the Company.
2. Cooperation with the Chief Accountant.
3. Cooperation with the controller in analyzing the overhead costs of Warsaw
branch and other branches, as well as all subsidiaries of Carey.
4. All deferred tax work.
5. Preparation of the GAAP reports on a quarterly basis. Cooperation with the
Company Management.
6. Creation of the internal procedures on finances of the Company.
7. Creation of the internal procedures of reporting.
ss4
The employment will begin as of February 7
ss5
Throughout the duration of the contract the EMPLOYEE will be paid as follows:
1. Monthly remuneration of 2,000 USD (BRUTTO) paid in the equivalent of Polish
zlotys.
2. The average exchange rate announced on the day of payment by the National
Bank of Poland will be used to calculate the equivalent.
ss6
The EMPLOYEE will be entitled to use a Company car in the range of a Ford Mondeo
for business purposes.
ss7
The EMPLOYEE is entitled to annual vacation according to the Labor Code
provisions.
ss8
All issues not regulated herein shall be settled in accordance with the Polish
Labor Code.
ss9
Any modifications of this contract must be made in writing under the penalty of
nullity.
ss10
This contract has been made in two identical copies, one for each Party.
[ILLEGIBLE] [ILLEGIBLE] 10/1/2000
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Employer Employee
I declare that I have received a copy of this contract and after acknowledging
its substance, I accept the proposed terms of employment and remuneration.
Simultaneously, I acknowledge the work regulations presently in force within the
firm. I hereby confirm my undertaking to keep confidential all information
relating to my Employer and employment and not to convey them to any third
party.
[ILLEGIBLE] [ILLEGIBLE]
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EMPLOYEE RECIPIENT OF THE STATEMENT
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of February 7th,
2000, by and between Central European Distribution Corporation, Inc., a Delaware
corporation (the "Company"), and Neil Crook ("Officer").
WHEREAS, the Company desires to employ the Officer and the Officer desires
to be employed by the Company, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. TERM. The employment of the Officer by the Company shall commence on the
date of February 7th, 2000 and end three (3) years thereafter (the "Expiration
Date").
2. POSITION AND DUTIES. The Officer shall serve as chief financial officer
of the Company. The job description is outlined in the employment contract with
the Company's subsidiary, Carey Agri. The Officer shall devote the Officer's
reasonable best efforts and substantially full business time to the performance
of the Officer's duties and advancement of the business and affairs of the
Company and the Subsidiary. Officer acknowledges that it is the intent of the
Company that his primary responsibilities shall be in connection with the
business of the Subsidiaries.
3. COMPENSATION.
5(a). BASE SALARY. The Officer shall be paid an annual base salary
(the "Base Salary") at the rate of $39,000 per year.
5(b). STOCK OPTIONS. As part of the consideration for entering into
this Agreement and performing services hereunder, the Company grants stock
options for 15,000 shares in yearly blocks of 5,000 shares of common stock per
year starting from the employment date of February 7th, 2000. The exercise price
for each 5,000 share block shall be according to the following table:
February 7th, 2000 5,000 shares of common stock
February 7th, 2001 5,000 shares of common stock
February 7th, 2002 5,000 shares of common stock
(i) Each block shall be valid for a period of 48 months from the
exercise date and cannot be exercised for a statutory holding period of 12
months from the grant date.
(ii) If the employment contract is terminated by either party
during any year the options for that year and any future options will be
terminated. Any options received in prior years will still be valid.
5(c). OTHER BENEFITS. The Officer shall be entitled to participate in
such plans and to receive such bonuses, incentive compensation and fringe
benefits as may be granted or established by the Company from time to time,
including the use of an automobile.
5(d). VACATION; HOLIDAYS. The Officer shall be entitled to all public
holidays observed by the Subsidiary and vacation in accordance with the
applicable vacation policies for senior officers of the Company, which shall be
taken at a reasonable time or times.
6. EXPENSES. The Company and the Subsidiary shall reimburse the Officer for
all reasonable expenses incurred by the Officer (in accordance with the policies
and procedures in effect for senior officers of the Company and the
Subsidiaries) in connection with the Officer's services under this Agreement.
The Officer shall account to the Company or the Subsidiary, as the case may be,
for such expenses in accordance with policies and procedures established by the
Company or Subsidiary.
7. CONFIDENTIAL INFORMATION. The Officer covenants and agrees that the
Officer will not ever, without the prior written consent of the Board or a
person authorized by the Board, publish or disclose to any unaffiliated third
party or use for the Officer's personal benefit or advantage any confidential
information with respect to any of the Company's or Subsidiaries' products,
services, subscribers, suppliers, marketing techniques, methods or future plans
disclosed to the Officer as a result of the Officer's employment with the
Company, to the extent such information has heretofore remained confidential
(except for unauthorized disclosures) and except as otherwise ordered by a court
of competent jurisdiction.
8. NON-COMPETITION. The Officer covenants and agrees that the Officer will
not, during the Officer's employment hereunder and for a period of one (1) year
thereafter (to the extent permitted by law), at any time and in any state or
other jurisdiction in which the Company or Subsidiary is engaged or has
reasonably firm plans to engage in business, (i) compete with the Company or any
Subsidiaries on behalf of the Officer or any third party; (ii) participate as a
director, agent, representative, stockholder or partner or have any direct or
indirect financial interest in any enterprise which engages in the alcohol
product distribution business or any other business in which the Company or
Subsidiaries are engaged; or (iii) participate as an employee or officer in any
enterprise in which the Officer's responsibility relates to alcohol product
distribution business or any other business in which the Company or Subsidiaries
are engaged
9. TERMINATION OF EMPLOYMENT.
9(a). DEATH. The Officer's employment hereunder shall terminate upon
the Officer's death.
9(b). BY THE COMPANY. The Company may terminate the Officer's
employment hereunder under the following circumstances with 180 days notice
unless there has been a material breach of the Agreement.
(i). If the Officer shall have been unable to perform all of the
Officer's duties hereunder by reason of illness, physical or mental disability
or other similar incapacity, which inability shall continue for more than three
(3) consecutive months, the Company may terminate the Officer's employment
hereunder.
9(c). BY THE OFFICER. The Officer may terminate the Officer's
employment hereunder for "Good Reason" with 180 days notice. For purposes of
this Agreement, "Good Reason" shall mean (i) the Company's failure to perform or
observe any of the material terms or provisions of this Agreement, and the
continued failure of the Company to cure such default within thirty (30) days
after written demand for performances has been given to the Company by the
Executive, which demand shall describe specifically the nature of such alleged
failure to perform or observe such material terms or provisions; or (ii) a
material reduction in the scope of the Officer's responsibilities and duties.
The termination notice is 180 days.