EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of this 14th day of
August 2008 by and between Nascent Wine Company, Inc. and its successors and
survivors with principal offices currently located at 2355 Paseo De Las
Americas, San Diego, California 92154 (the "Company"), and Peter V. White with
principal address at 5056 Ciardi Court Carlsbad CA, 92008 ("Executive").
WHEREAS:
A. The Company and the Executive acknowledge and agree that the
Company has, prior to the execution of this Agreement, employed
Executive under various oral and written agreements, understandings,
and arrangements.
B. The Company and the Executive acknowledge and agree that each
party seeks to revoke all prior oral and written agreements,
understandings, and arrangements between the Company and the Executive
in connection with Executive's employment by the Company.
C. The Company desires to be assured of the continued association
and services of Executive for the Company.
NOW THEREFORE in consideration of the foregoing, the mutual covenants contained
herein and other good and valuable consideration, receipt of which Executive and
Company hereby acknowledge and agree as follows:
1.00. EMPLOYMENT. The Company hereby employs Executive, subject to the
supervision and direction of the Chief Executive Officer and the Company's Board
of Directors.
1.01. POSITION. Executive agrees to carry out duties and
responsibilities of the position, as reasonably determined by the Chief
Executive Officer and Board of Directors. Executive shall report to the
Chief Executive Officer. Executive shall hold the title of Chief
Financial Officer, Treasurer and Director of the Company.
2.00. TERM OF EMPLOYMENT. The initial term (the "Initial Term") of Executive's
employment shall be for the period commencing on 14th day of August 2008 and
terminating on July 31, 2010. The term of employment shall be automatically
renewed for a period of two (2) years (the "Renewal Term") following the close
of the Initial Term unless the Company gives written notice to Executive no
later than thirty (30) days prior to the close of the Initial Term. However,
notwithstanding the above provisions, the term of Executive's employment may be
terminated earlier pursuant to sections 7.00, 8.00, or 9.00 of this Agreement.
Executive's obligations under Sections 12.00 and 13.00, and the sub-sections
thereto below shall remain in full force and effect after any such termination.]
3.00. COMPENSATION & REIMBURSEMENT. The Company and the Executive agree that the
Company shall pay Executive a salary, compensation, benefits, and reimbursement
for allowable expense as follows:
3.01. SALARY. Subject to the conditions set forth in Section 3.00,
for all services rendered by Executive under this Agreement, the
Company shall pay Executive a base salary of One hundred and fifty
thousand Dollars ($150,000) per annum, payable on a bi-monthly basis in
equal installments (the "Base Salary"). The amount of the Base Salary
may be increased at any time, and from time to time, by the Company's
Board of Directors or a designated committee thereof. The Base Salary
may be adjusted annually to reflect changes in the Consumer Price Index
for the San Diego, California base area. No such change shall in any
way abrogate, alter, terminate or otherwise effect the other terms of
this Agreement.
3.02. ADDITIONAL BENEFITS & VACATION. Subject to the conditions
set forth in section 3.00 and in addition to the Base Salary, Executive
shall be entitled to all other benefits, of employment as established
from time to time and provided to the other management of the Company
or its affiliates. Executive shall be entitled to receive four (4)
weeks of vacation (with payment of Executive's Base Salary) ("Paid
Vacation") per annum. One-half of any vacation time not used by
December 31st of that year shall accrue to the following year.
3.03. REIMBURSEMENT. Executive shall be reimbursed for all
reasonable "out-of-pocket" business expenses for business travel and
business entertainment incurred in connection with the performance of
his duties under this Agreement so long as: (i.) such expenses
constitute business deductions from taxable income for the Company and
are excludable from taxable income to the Executive under the governing
laws and regulations of the Internal Revenue Code (provided, however,
that Executive shall be entitled to full reimbursement in any case
where the Internal Revenue Service may, under Section 274(n) of the
Internal Revenue Code, disallow to the Company 20% of meals and
entertainment expenses); and (ii) to the extent such expenses do not
exceed the amounts allocable for such expenses in budgets that are
approved from time to time by the Company. The reimbursement of
Executive's business expenses shall be upon monthly presentation to and
approval by the Company of valid receipts and other appropriate
documentation for such expenses.
4.00. SCOPE OF DUTIES. The scope of Executive's duties to the Company include
the following:
4.01. ASSIGNMENT OF DUTIES. Executive shall have such duties as
may assigned to him from time to time by the Company's Board of
Directors and/or Chief Executive Officer of the Company commensurate
with his experience and responsibilities in the position for which he
is employed pursuant to Section 1.00 above. Such duties shall be
exercised subject to the control and supervision of the Company's Board
of Directors and the Chief Executive Officer of the Company.
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4.02. GENERAL SPECIFICATIONS OF DUTIES. Executive's duties shall
include, but not be limited to the duties as follows:
(A) serve as Chief Financial Officer, Treasurer and Director
with responsibilities for such matters that are usual and customary
responsibilities for an Executive serving in the above capacities and
acting on behalf of and for the sole benefit of the Company.
(B) serve in such other equal capacities for the Company as
assigned by the Company's Board of Directors. The foregoing
specifications are not intended as a complete itemization of the duties
which Executive shall perform and undertake on behalf of the Company in
satisfaction of his employment obligations under this Agreement.
5.00 EXECUTIVE'S PLAN. Executive, in conjunction with the CEO, shall submit to
the Board of Directors for its approval, not later than sixty (60) days before
the beginning of each calendar year a stragetic and annual operating plan
describing the activities ("Activities") to be undertaken by Executive on behalf
of the Company (the "Plan") or by the Company during the following calendar
year. The Company and the Executive agree, that by mutual written agreement, the
Plan may be revised one or more times during any calendar year to reflect the
exigencies of market conditions and the Company's operating realities. Each Plan
shall include the following information: [(i.) budget projections, (ii.)
measurable goals, (iii.) assumptions underlying principal projections, and (iv.)
specified goals with respective calendar milestones.
6.00 EXECUTIVE'S DEVOTION OF TIME. Executive hereby agrees to devote his full
time, abilities and energy to the faithful performance of the duties assigned to
him and to the promotion and forwarding of the business affairs of the Company.
Executive further agrees that he has a fiduciary duty not to divert any business
opportunities from the Company to himself or to any other person or business
entity.
6.01. CONFLICTING ACTIVITIES. Executive shall not, during the
term of this Agreement, be engaged in any other business activity
without prior consent of the Board of Directors of the Company;
provided, however, that this restriction shall not be construed as
preventing Executive from investing his personal assets in passive
investments in business entities which are not in competition with the
Company, or in violation of his fiduciary duties to the Company.
6.02. FIDUCIARY DUTIES OF EXECUTIVE. Executive hereby agrees
he is bound by all fiduciary duties required under Nevada Revised
Statues 78.138. Executive further agrees to promote and develop all
business opportunities that come to his attention relating to current
or anticipated future business of the Company, in a manner consistent
with the best interests of the Company and with his duties under this
Agreement. Should Executive discover a business opportunity while in
the employ of the Company using the Company's resources that does not
relate to the current or anticipated future business of the Company, he
shall first offer such opportunity to the Company. Should the Board of
Directors elect not to exercise the Company's right to pursue this
business opportunity within a reasonable period of time, not to exceed
sixty (60) days, then Executive may develop the business opportunity
for himself; provided, however, that such development may in no way
conflict or interfere with the duties owed by Executive to the Company
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under this Agreement. Further, Executive may develop such business
opportunities only on his own time, and may not use any service,
personnel, equipment, supplies, facility, or trade secrets of the
Company in the development of such business opportunity. As used
herein, the term "business opportunity" shall not include business
opportunities involving investment in publicly traded stocks, bonds or
other securities, or other investments of a personal nature.
7.00 TERMINATION OF EMPLOYMENT. If the Executive is terminated without cause, or
this agreement is not renewed, the Executive shall immediately and automatically
be deemed a consultant (the "Executive Consultant") of the Company and enter
into a four year consulting agreement (the "Consulting Agreement"). Compensation
shall be $75,000 per year payable bi-monthly. Additionally, the Executive
Consultant shall be reimbursed promptly for expenses incurred while performing
projects which may be assigned by the CEO and/or the Board of Directors. The
Executive Consultant shall make himself available for 20 days a month.
Additional consulting hours shall be billed at a rate of $100.00 per hour,
payable by the Company within seven (7) days of the invoice date. Additionally,
all unvested stock options and/or performance grants shall immediately vest upon
non-renewal of this Agreement.
7.01 CHANGE IN RESPONSIBILITIES AND/OR CONTROL. If the
responsibilities of the Executive are changed or diminished as
determined by the Executive OR at least thirty (30) percent of the
ownership of the Company's Common Stock has changed as a result of a
merger, acquisition or any other business combination OR the majority
of the Company's Board of Directors are replaced. The Executive shall
within 60 days decide to exercise the right to immediately and
automatically be deemed a Executive Consultant of the Company and enter
into a four year agreement. Compensation shall be $75,000 per year
payable bi-monthly. . The Executive Consultant shall make himself
available for a minimum of 20 hours a month. Additional consulting
hours shall be billed at a rate of $100.00 per hour, payable by the
Company within seven (7) days of the invoice date. Additionally, all
unvested stock options and/or performance grants shall immediately vest
upon non-renewal of this Agreement
8.00. TERMINATION.
(a) Death or Disability. This Agreement shall automatically terminate
upon the death or Disability of Executive and, thereafter all of his rights
hereunder, including the rights to receive compensation and benefits, except as
otherwise required by law, shall terminate; provided that, upon termination of
this Agreement as a result the death or Disability of Executive, Executive or
his estate shall be entitled to a one-time pro rata share (through the
termination date) of any target bonus for the fiscal year in which such
termination occurred (the "Pro Rated Bonus"). As used herein, the term
"Disability" means the physical or mental illness or incapacity (including,
without limitation, as a result of abuse of alcohol or other drugs or controlled
substances) of Executive which results in the Executive being unable to
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substantially perform the duties and services required to be performed under
this Agreement for a period of: (i) one hundred twenty (120) consecutive days or
longer or (ii) one hundred eighty (180) days in any three hundred sixty (360)
consecutive day period. TERMINATION WITH NOTICE BY EITHER PARTY. The Company or
Executive may terminate this Agreement for any reason or no reason upon thirty
(30) days prior written notice to the other. In case of termination by the
Company only under this paragraph, the Company shall pay Executive as an
Executive Consultant prusuants to the terms of section 7.0 and/or 7.
(b) TERMINATION FOR GOOD CAUSE. As used herein "GOOD CAUSE" shall mean
any one or more of the following as determined by a majority vote of the Board
of Directors:
(1) a continuing material breach or material default (including,
without limitation, any material deriliction of duty) by Executive of the terms
of this Agreement, except for any such breach or default which is caused by the
physical disability of Executive (as determined by a neutral physician);
(2) gross negligence, willful misfeasance or breach of fiduciary
duty by Executive;
(3) conviction of Executive of a felony that would materially and
adversely affect: (i) the business reputation of the Company or (ii) the
performance of the Executive's duties hereunder.
In the event of a termination by the Company for Good Cause, the
Company will pay the Executive the Base Salary earned and expenses reimbursable
under this Agreement incurred through the date of the Executive's termination,
and shall have no further responsibility for termination or other payments to
Executive.
(c) TERMINATION FOR GOOD REASON. Executive may terminate his employment
under this Agreement at any time for "Good Reason." In case of termination
hereof by the Executive for Good Reason, the Company shall pay Executive as an
Exeutive Consulant pursuant to Sections 7.0 and/or 7.01. Executive shall
maintain any rights that Executive may have been specifically granted to
Executive pursuant to any of the Company's retirement plans, supplementary
retirement plans, profit sharing and savings plans, healthcare, 401(k) any other
employee benefit plans sponsored by the Company. ."
For purposes of this Agreement, the term "GOOD REASON" means, in each
case without the consent of Executive:
(1) any material diminution in the office, title, duties, powers,
authority or responsibilities, which diminution is not corrected within thirty
(30) days after the Company receives written notice thereof from Executive;
(2) (A) the Company fails to pay Executive his Base Salary in
accordance with generally applicable Company policy or (B) Executive's Base
Salary is decreased without consent of Executive, which failure or decrease is
not corrected within thirty (30) days after the Company receives written notice
thereof from Executive; pROVIDED, HOWEVER, that the foregoing shall not apply in
the case of a decrease to Executive's Base Salary made as part of an across the
board base salary decrease affecting all of the Company's senior executive
officers as provided for in Section 3(a) hereof; or
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(3) Executive is discriminatorily denied material benefits under
the Company's prevailing policies and plans, which denial is not corrected
within thirty (30) days after the Company receives written notice thereof from
Executive.
(d) TERMINATION UPON A CHANGE OF CONTROL. In the event that: (i) this
Agreement or Executive's employment with the Company is terminated by the
Company or its successor or (ii) the duties of Executive are materially
diminished or (iii) Executive is required to relocate his principal place of
employment with the Company more than seventy-five (75) miles from his principal
place of employment with the Company as of the date hereof, in either case
within three (3 months following the occurrence of a "Change of Control" (as
defined below) of the Company (each, a "SEVERENCE TRIGGERING EVENT"), then: (A)
the Company shall shall engage the Executive as a Executive Consultant prusunat
to Sections 7.0 and/or 7.01. (2) Executive shall maintain any rights that
Executive may have been specifically granted to Executive pursuant to any of the
Company's or its successor's retirement plans, supplementary retirement plans,
profit sharing and savings plans, healthcare, 401(k) and any other employee
benefit plans sponsored by the Company and (iii) all unvested options and
performance grants to acquire shares of Company common stock granted to
Executive under the Company's 2008 Incentive Plan or any succesor plan shall
immediately become fully vested and shall be exerciseable over a period of three
(5) years from the occurrence of a Severence Triggering Event.
For purposes of this Agreement, the term "CHANGE OF CONTROL" means the
occurrence of any one or more of the following events (it being agreed that,
with respect to paragraphs (i) and (iii) of this definition below, a "Change of
Control" shall not be deemed to have occurred if the applicable third party
acquiring party is an "affiliate" of the Company within the meaning of Rule 405
promulgated under the Securities Act of 1933, as amended):
(i) An acquisition (whether directly from the Company or
otherwise) of any voting securities of the Company (the "VOTING SECURITIES") by
any "Person" (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities and Exchange Act of 1934, as amended (the "1934 ACT")),
immediately after which such Person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of forty percent (40%) or
more of the combined voting power of the Company's then outstanding Voting
Securities.
(ii) The individuals who, as of the date hereof, are members of
the Company's Board of Directors cease, by reason of a financing, merger,
combination, acquisition, takeover or other non-ordinary course transaction
affecting the Company, to constitute at least fifty-one percent (51%) of the
members of the Board of Directors; or
(iii) Approval by the Board of Directors and, if required,
stockholders of the Company of, or execution by the Company of any definitive
agreement with respect to, or the consummation of (it being understood that the
mere execution of a term sheet, memorandum of understanding or other non-binding
document shall not constitute a Change of Control):
(A) A merger, consolidation or reorganization involving the
Company, where either or both of the events described in clauses (i) or (ii)
above would be the result;
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(B) A liquidation or dissolution of or appointment of a
receiver, rehabilitator, conservator or similar person for, or the filing by a
third party of an involuntary bankruptcy against, the Company; or
(C) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary of the Company).
9.00 COVENANT NOT TO COMPETE. The Executive acknowledges that he is Chief
Executive Officer of the Company and in such capacity the Executive will have
access to corporate records, business plans, and all of the business research
conducted by or on behalf of the Company. The Executive also acknowledges that
he will have access to confidential information about the Company and its
affairs and that he will have access to other "proprietary information" (as
defined in section 13.00 hereto) acquired by the Company at the expense of the
Company for use in its business. The Executive has industry knowledge and
skills. The Executive's services to the Company are special, unique and
extraordinary. Accordingly, by execution of this Agreement.
9.01 NON-COMPETITION BY EXECUTIVE. Executive agrees that during
the Employment Period and twelve (12) months after the Executive's
Employment period with the Company or any of its affiliates, successors
or assigns, Executive will not, unless acting with the Company's
express written consent, directly or indirectly own, manage, operate,
join, control or participate in the ownership, management, operation or
control of or be connected as an officer, employee, partner or
otherwise with any business engaged in the development, sale or
distribution of services incorporating the business, products or
strategy of the Company. The Executive shall also not directly or
indirectly solicit any such business from any individual or entity
which obtained such products from the Company at any time during the
Executive's Employment Period or directly or indirectly solicit any
such business from any individual or entity previously solicited by the
Executive on behalf of the Company.
9.02 NEED FOR COVENANT, LEGAL REMEDIES. The Executive expressly
agrees and acknowledges that this Covenant Not to Compete is reasonably
necessary for the Company's Protection because of the nature and scope
of the Company's business and the Executive's position with and
services for the Company. Further, the Executive acknowledges that, in
the event of his breach of this Covenant Not to Compete, money damages
will not sufficiently compensate the Company for its injury caused
thereby, the Executive accordingly agrees that in addition to such
money damages the Executive shall, if Company so elects, be restrained
and enjoined from any continuing breach of this Covenant Not to Compete
without any bond or other security being required by any court. The
Executive acknowledges that any breach of this Covenant Not to Compete
would result in irreparable damages to the Company.
9.03 ACKNOWLEDGEMENTS BY EXECUTIVE. The Executive expressly agrees
and acknowledges as follows:
(1) This Covenant Not to Compete is reasonable as the time and
does not place any unreasonable burden upon him.
(2) The general public will not be harmed as a result of
enforcement of this Covenant Not to Compete.
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(3) Executive has requested or has had the opportunity to request
that his personal legal counsel review this Covenant Not to
Compete.
(4) The Executive understands and hereby agrees to each and every
term and condition of this Covenant Not to Compete.
Initials:___________________________________________
10.00 PROPRIETARY INFORMATION.
The Executive acknowledges that he is Chief Executive Officer of the Company and
in such capacity the Executive will have access to corporate records, business
plans, and all of the business research conducted by or on behalf of the
Company. The Executive also acknowledges that he will have access to
confidential information about the Company and its affairs and that he will have
access to other "proprietary information" as defined in Section 9.03 herein
acquired by the Company at the expense of the Company for use in its business.
10.01 RETURN OF PROPRIETARY INFORMATION. Upon termination of this
Agreement for any reason, the Executive shall immediately turn over to
the Company and "Proprietary Information," as defined below. The
Executive shall have no right to retain any copies of any material
qualifying as Proprietary Information for any reason whatsoever after
termination of his employment hereunder without the express written
consent of the Company.
10.02 NON-DISCLOSURE. It is understood and agreed that, in the
course of his employment hereunder and through his activities for and
on behalf of the Proprietary Information in trust and confidence for
the Company. The Executive agrees that he shall not, during the term of
this Agreement or thereafter, in any fashion, form or manner, directly
or indirectly, retain use, make copies of, divulge, disclose or
communicate to any person, in any manner whatsoever, except when
necessary or required in the normal course of the Executive's
employment hereunder and for the benefit of the Company or with the
express written consent of the Company, any of the Company's
Proprietary Information or any information of any kind, nature, or
description whatsoever concerning any matter affecting or relating to
the Company's business.
10.03 PROPRIETARY INFORMATION DEFINED. For purposes of this
Agreement, "Proprietary Information" means and includes the following:
(1) any written, typed or printed lists or other materials identifying
the business, products, or strategy conducted by or on behalf of the
Company; (2) any financial or other information supplied by customers
of the Company; (3) any and all data or information involving the
techniques, programs, methods or contracts employed by the Company in
the conduct of its business; (4) any lists, documents, manuals,
records, forms, or other materials created and used by the Company in
the conduct of its business; (5) any descriptive materials describing
the methods and procedures employed by the Company in the conduct of
its business; and (6) any other secret or confidential information
concerning the Company's business, affairs or technology. The term
"list", "document", or their equivalent, as used in this Section, are
not limited to a physical writing or compilation, but also include
computer software and any and all information whatsoever regarding the
subject matter in the "list" or "document" whether or not such
compilation has been reduced to writing.
Not withstanding the foregoing, Proprietary Information shall
cease to be protected hereunder once it has become part of the public domain, or
upon the written agreement of the Company.
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11.00 TERMINATION OF PRIOR AGREEMENTS. This Agreement terminates and supersedes
any and all prior agreements and understandings between the parties with respect
to employment or with respect to the compensation of the Executive by the
Company.
12.00 ASSIGNMENT. This Agreement is personal in nature and neither of the
parties hereto shall, without the prior written consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder; provided,
however, that in the event of the merger, consolidation or transfer sale of all
or substantially all of the assets of the Company with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof, be
binding upon and inure to the benefit of such successor and such successor shall
discharge and perform all the promises, covenants, duties, and obligations of
the Company hereunder.
Not withstanding the foregoing, Proprietary Information shall cease to be
protected hereunder once it has become part of the public domain, or upon the
written agreement of the Company.
13.00 TERMINATION OF PRIOR AGREEMENTS. This Agreement terminates and supersedes
any and all prior agreements and understandings between the parties with respect
to employment or with respect to the compensation of the Executive by the
Company.
14.00 NOTICE. Any notice under this Agreement must be in writing, may be
telecopied, or sent by 24-hour express guaranteed courier, or hand-delivered, or
may be served by depositing the same in the United States mail, addressed to the
party to be notified, postage-prepaid and registered or certified with a return
receipt requested. The addresses of the parties for the receipt of notice shall
be as follows:
If to the Company:
Nascent Wine Company, Inc.
2355 Paseo De Las Americas Suite A
San Diego, CA 92154
If to the Executive:
Peter V. White
5056 Ciardi Court
Carlsbad, CA 92008
Each notice given by registered or certified mail shall be deemed delivered and
effective on the date of delivery as shown on the return receipt, and each
notice delivered in any other manner shall be deemed to be effective as of the
time of actual delivery thereof. Each party may change its address for notice by
giving notice thereof in the manner specified above.
15.00 GOVERNING LAW. This Agreement and the document referenced herein and the
legal relations thus created between the parties hereto shall be governed by and
construed under and in accordance with laws of the U.S. States and CA .
16.00 ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties respecting the matters within its scope and may be modified only in
writing.
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17.00 WAIVER. Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of, or failure to
insist upon strict compliance with, any right power hereunder at any one time or
times.
18.00 ATTORNEY'S FEES. The Executive and the Company agree that in any
arbitration or legal proceedings arising out of the Agreement, each party shall
pay his or its own legal fees and expenses.
19.00 ARBITRATION. All claims, disputes and other matters in question between
the parties concerning or arising out of the employment relationship, this
Agreement and/or the termination of this Agreement shall be decided by
arbitration in San Diego, California in accordance with the rules of the
American Arbitration Association, unless the parties mutually agree otherwise.
The award by the arbitrator shall be final, and judgment may be entered upon it
in accordance with applicable law in any California or Federal court having
jurisdiction thereof.
20.00 EXHIBIT AND COUNTERPARTS. Exhibit A attached to this Agreement is
incorporated into and is an integral part of this Agreement. This Agreement may
be executed in any number of counterparts.
21.00 SEVERABILITY. In the event that a court of competent jurisdiction
determines that any portion of this Agreement is in violation of any law,
statute or public policy, then only the portions of this Agreement which violate
such statute or public policy shall be stricken. All portions of this Agreement
shall modify the stricken terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Agreement.
22.00 ACKNOWLEDGEMENT. The parties to this Agreement understand and agree that
the Company has only a operating history and that the industry in which the
Company operates is highly competitive an subject to risks that are beyond the
Company's control and influence. In the event the Company discontinues its
operations at any time for any or no reason whatsoever or becomes unable to
perform its duties and obligations as specified herein, the Executive agrees to
look solely to the Company for performance under this Agreement and will not
look to the Company's other officers, stockholders, agents, or any combination
of them.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has hereunto executed this Agreement,
effective the first day written above.
Nascent Wine Company, Inc
BY: /s/ Sandro Piancone
---------------------------------
Sandro Piancone
THE EXECUTIVE
/s/ Peter V. White
-------------------------------------
Peter V. White
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