Exhibit 8
ADDENDUM TO EMPLOYMENT AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL,
PROVINCE OF QUEBEC, AS OF THE 30TH DAY OF MAY 2001
BY AND BETWEEN:
PIZADO FOODS (2001) INC.
Body politic duly constituted according to Law, having its Head Office
and principal place of business at 4555 Des Grandes Prairies Boulevand,
Suite 30, St-Leonard, Quebec, herein duly represented by Mr. Peter
Deros, its representative, duly authorized for these purposes,
(hereinafter referred to as "PIZADO")
AND:
THEO KALAITZIS
Businessman, residing and domiciled at 12 Garland, Dollard-des-Ormeaux,
Quebec, H9G 2B6
(hereinafter referred to as "THEO")
WHEREAS THEO has been an employee of either PIZADO or its shareholder, Pizza
Donini Inc., since 1987 and is currently the President, Secretary and Chief
Operating Officer of PIZADO;
WHEREAS Pizza Donini Inc. is currently a wholly owned subsidiary of Donini,
Inc., a New Jersey corporation;
WHEREAS, the parties wish to set forth certain conditions of employment in
addition to those currently agreed upon between the parties, the whole as
provided more fully herein;
The parties hereby agree as follows:
1. That the preamble to the present Agreement shall form an integral part
hereof as if it were recited at length herein for all legal purposes.
2. THEO shall continue to provide such management and administrative
services to PIZADO and to such other related and affiliated companies
as the Chief Executive Officer of Donini, Inc. shall direct from time
to time, including but not limited to Donini, Inc. and Pizza Donini
Inc.
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3. For services rendered in the past and as an inducement for the
continued employment and efforts of THEO to PIZADO and/or to any of its
subsidiaries, affiliates, parent corporation or related companies, and
in consideration of THEO acting as a director for Donini, Inc., PIZADO
shall cause Donini, Inc., the parent corporation of Pizza Donini Inc.
to issue to THEO as of the date hereof, seventy-five thousand (75,000)
shares of common stock of Donini, Inc., as fully paid and
non-assessable.
4. In addition to the stock of Donini, Inc., as stipulated above, and to
any remuneration currently received or to be received in the future,
THEO shall be entitled to receive, the following options to purchase
shares of Donini, Inc.:
a) ninety-one (91) days from the effective trading date of the
stock of Donini, Inc. on the Over-the-Counter Bulletin Board
or Nasdaq, THEO shall receive an option to purchase a maximum
of fifty thousand (50,000) shares of common stock of Donini,
Inc., at an exercise price equal to 110% of the five (5) day
average trading price immediately following the first ninety
(90) days of trading of the common stock of Donini, Inc. on
the Over-the-Counter Bulletin Board or Nasdaq, provided
however that the exercise price of the stock is not less than
fifty percent (50%) of the average of the five (5) highest
closing prices during the ninety (90) day period immediately
following commencement of trading. The option granted may be
exercised at any time between the ninety-first (91st) day
following the effective date and twenty-four (24) months
following the granting of the option;
b) Twelve (12) months following the granting of the option
described in sub-paragraph 4a) hereof, an option to purchase
seventy-five thousand (75,000) shares of common stock of
Donini, Inc. at an exercise price equal to 110% of the five
(5) day average trading price immediately following the
granting of the option described in this sub-paragraph,
provided however that the exercise price of the stock is not
less than fifty percent (50%) of the average of the five (5)
highest closing prices during the ninety (90) day period
immediately following commencement of trading, which option
may be exercised at any time within twenty-four (24) months
following the granting of the said option;
c) Twenty-four (24) months following the granting of the option
described in sub-paragraph 4a) hereof, an option to purchase
one hundred thousand (100,000) shares of common stock of
Donini, Inc. at an exercise price equal to 110% of the five
(5) day average trading price immediately following the
granting of the option described in this sub-paragraph,
provided however that the exercise price of the stock is not
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less than fifty percent (50%) of the average of the five (5)
highest closing prices during the ninety (90) day period
immediately following commencement of trading, which option
may be exercised within twenty-four (24) months following the
granting of the said option;
d) For the purposes of the shares of common stock to be issued
pursuant to paragraph 4 hereof and for a the purposes of the
options granted pursuant to sub-paragraphs a), b) and c)
hereof, Donini, Inc. hereby intervenes into the present
Agreement and undertakes to issue and grant to THEO the common
stock and options to acquire shares of its common stock. All
shares issued pursuant to the terms hereof or to the options
granted herein shall be subject to all applicable federal and
state securities legislation, regulations and policies,
including all rules regarding the disposition of shares by
insiders.
e) In the event that THEO shall cease to provide any services to
any of PIZADO, its subsidiaries, affiliates, related companies
or parent corporations prior to the granting of any of the
options described in this paragraph 3 then THEO shall forfeit
the right to receive any option hereunder that has yet to be
granted by Donini, Inc..
5. During the term of THEO' employment with PIZADO or any of its
subsidiaries, affiliates, parent corporation or related companies and
for a period of three (3) years thereafter, THEO shall not, directly or
indirectly, alone, in concert or partnership with others, through a
prete-nom or company either as an employee, director, shareholder,
lender, principal, officer, investor, associate or consultant, compete
with the business of PIZADO, its subsidiaries, affiliates, parent
corporation or related companies, nor shall he offer assistance or
advice to any competing business or businesses. THEO hereby
acknowledges and agrees that any breach of the obligations enumerated
herein shall cause irreparable prejudice to PIZADO, its subsidiaries,
affiliates, parent corporation, related companies and the stockholders
of the parent corporation.
6. THEO acknowledges that during his employment with PIZADO, its
subsidiaries, affiliates, parent corporation and related companies, he
has been and shall continue to be privy to confidential information and
trade secrets belonging to PIZADO, its subsidiaries, affiliates, parent
corporation and related companies as it relates to the products,
designs, business plans, contracts, proposals, business opportunities,
finances, research, development, know-how, personnel, or third-party
confidential information of PIZADO, its subsidiaries, affiliates,
parent corporation and related companies to which THEO may have access
and the terms and conditions of this Agreement. For and in
consideration of the entering into of this Agreement and in
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consideration of the options granted herein, THEO undertakes not to
divulge any of the aforementioned information to any person, entity,
corporation or authority, nor to use such information for his benefit
or the benefit of anyone other than PIZADO, its subsidiaries,
affiliates, its parent corporation and related companies at any time
during his employment or thereafter. THEO hereby acknowledges and
agrees that any breach of the obligations enumerated herein shall cause
irreparable prejudice to PIZADO, its subsidiaries, affiliates, parent
corporation and the stockholders of the parent corporation.
7. Upon the termination of this Agreement, THEO shall return to PIZADO all
books, records, material, customer and supplier lists, confidential
information, franchisee lists and documents and all other material,
whether written, electronic or other, in respect of PIZADO's operations
and those of subsidiaries, affiliates, parent corporation, related
companies, shareholders, franchisees, lenders, suppliers, customers and
other business contacts of any nature whatsoever and shall not retain
any copies, records or other similar information.
8. This Agreement shall be interpreted in accordance with the Laws of
Quebec and any and all disputes shall be submitted to the appropriate
court for the District of Montreal.
9. This Agreement was drafted in English at the request of the parties
hereto. La presente Convention a ete redigee en anglais a la demande
des parties aux presentes.
AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF DATE ENUMERATED HEREINABOVE.
PIZADO FOODS (2001) INC.
Per: /s/ PETER DEROS
-------------------------
Peter Deros
Duly authorized for these purposes
/s/ THEO KALAITZIS
-------------------------
THEO KALAITZIS
DONINI, INC.
Per: /s/ PETER DEROS
-------------------------
Peter Deros,
Duly authorized for the purposes stated herein
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