EXHIBIT 10.15
SERVICE AGREEMENT
This Agreement ("Agreement") is made as of this 19th day of July, 2000
(The "Effective Date ") between Cuidao Imports (the "Company") and Reubin Share
(the "Agent").
WITNESSETH:
WHEREAS, the Company desires to employ the Agent as President of the
Beer Division of Cuidao Imports on the terms and conditions set forth in this
Agreement; and,
WHEREAS, the Agent desires to accept such employment on the terms and
conditions set forth in this Agreement and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Term: The term of this Agreement shall commence on the Effective Date and
shall continue for a period of five (5) year and shall be automatically
renewable for additional three (3) year terms unless either party gives the
other party prior written notice of intent not to renew at least 90 days prior
to the expiration of the then current term.
2. Duties: The Agent is engaged to serve in the capacity of president of the
Beer Division of the Company and shall have primary responsibility and control
for the day to day activities of that division. In addition the Agent shall have
such other duties as may from time to time be reasonably assigned to him by the
Board of Directors of the Company. No other person or entity shall be appointed
by the Company to a similar position while this agreement is in force and effect
or until all sums due to Agent have been paid in full, which ever is later.
3. Personnel: The Agent shall have the sole right to hire/fire such personnel as
may be deemed advisable to fulfill his obligations under this agreement,
provided agreed budgetary constraints are not exceeded.
4. Time Devoted: During the period of his employment hereunder and except for
illness, reasonable vacation periods and reasonable leaves of absence, the Agent
shall devote substantially all of his business time, attention, skill and
efforts in the faithful performance of his duties hereunder. However, the Agent
may serve or continue to serve on the Boards of Directors of, and hold any other
offices or positions in companies or organizations which, in the judgment of the
Board of Directors of the Company, will not present any conflict of interest
with the Company or materially affect the performance of the Agent's duties
pursuant to this Agreement.
5. Compensation: For the services to be rendered by Agent under this Agreement
the Company agrees to pay him a salary of $40,000 per annum, payable in
installment not less often than twice per month. Such base compensation may be
periodically increased to take into account performance or
increases, if any, in the annual cost of living. All as determined by action of
the Company's Board of Directors.
In addition, the Company agrees to issue twenty five thousand (25,000) shares of
IRC Section 144 restricted stock, represented to have an approximate value of
US$4 per share, as a signing bonus for the acceptance of this agreement.
6. Vacation: Fringe Benefits: Reimbursement of Expenses: The Agent shall be
entitled to two (2) weeks paid vacation during each annual period within the
term of this Agreement. He shall be entitled to vacation pay for vacation time
to which he is entitled but does not take. The timing of vacation periods shall
be within the discretion of the Company reasonably exercised so as not to
inconvenience the Agent. Vacation time not used in any given year may be accrued
and used at a later date. In the event of a termination for whatever reason, any
un-used vacation time shall be paid at the then applicable compensation rate.
The Agent shall further be entitled to (a) keeping an existing HMO; (b) an
automobile expense allowance of $400.00 per month plus gas expense; (c) leave by
reason of incapacity and to such participation in medical and life insurance,
pension benefits, disability and fiinge benefit plans as the Company may make
generally available to all of its executive Agents from time to time: subject,
however, as to such plans to such budgetary constraints or other limitations as
may be imposed by the Company from time to time; and (d) reimbursement for all
normal and reasonably expenses necessarily incurred by him in the performance of
his obligations hereunder, subject to reasonable substantiation requirements as
may be imposed by the Company.
The Agent shall be represented by corporate legal and accounting counsel
with the expense for same to be borne by the Company on any and all personal
matters that are related to Cuidao Imports or its subsidiaries.
7. Bonuses: The Agent shall be entitled to receive, in addition to his salary,
performance bonuses equal to 25% of the Agent's base salary, in the event the
Company achieves quantifiable performance objectives to be provided to the Agent
by the Company in advance. The actual results of this plan are subject to audit
and board approval. The Agent must be employed the entire period and employed at
the time the bonus is paid. The bonus will be paid no later than 60 days
following the close of the last calendar day of the 12th month of each year of
employment.
8. Key Man Insurance: Not currently available
9. Mergers and Acquisitions: It is recognized and agreed to by both the Company
and the Agent that activities which result in a merger of the Company with
another operating entity or the acquisition of the Company by an outside entity
or an acquisition by the Company of an outside entity is outside the scope of
the normal duties of the Agent. The Company will pay 2.5% of the gross value of
the transaction, in which the Agent acted as the finder or agent for the
Company.
10. Disability and Death: The Company has no plan in force and effect at this
time for the death or disability of its executive Agents. At such time as a plan
is established, the Agent shall participate in a manner consistent with other
Agents of the Company holding similar positions.
11. Termination:
A. Termination for Cause: The Company for "cause" may terminate the Agent
immediately following notice. For the purpose the term "cause" shall mean the
following but not limited to:
(i) The material breach of provision of this Agreement by the Agent, which
is deemed to adversely effect the operation of the Company.
(ii) The arrest and conviction and interment for more than one (1) year of
the Agent for a felony.
(iii)The commission or participation by the Agent in an injurious act of
fraud against the Company.
B. Termination Without Cause: In the event the Agent is terminated without
cause, the Agent will be entitled to receive compensation for the full term of
this agreement.
C. Termination by the Agent: The Agent may terminate his employment with
the Company upon thirty (30) days written notice to the Company, in which case,
the Agent may receive a salary for a maximum of six (6) months to be determined
by the Board of Directors and the Company shall have no further obligation under
this Agreement.
D. Notwithstanding anything to the contrary in this Paragraph 10, in the
event of the termination or resignation of the Agent, the Agent shall continue
to be obligated or adhere to all obligations under paragraph 11 hereunder.
12. Information: Without prior written consent of the Company or as required by
law, the Agent will not at any time either during or after his employment by the
Company, directly or indirectly divulge or disclose to any person, firm,
association, or company, or use for his own benefit, gain, or others, any plans,
products, data, results of tests and data, customer lists, or any other trade
secrets or confidential materials or like information of the Company, including
(but not by way of limitation) any and all information and instructions,
technical or otherwise prepared or issued for the use of the Company
(collectively, the "Confidential Information") it being the intent of the
Company with which intent the Agent hereby agrees to restrict him from
dissemination or using unpublished or not readily available to the general
public.
13. Restrictive Covenant: Agent agrees that during the term of his employment
hereunder and for the six month period following the termination thereof for any
reason other than the Company's discontinuance of activities or a premature
termination of the Agent by the Company, the Agent shall not, directly or
indirectly engage or become interest in, render any service to, enter the
employment of, or solicit for any business which competes with any activity of
the Company conducted at any time during the Agent's period of employment and
which is located in any county of the State of Florida in which the Company
shall maintain any activity. The parties expressly agree that the duration and
geographical area of this restrictive covenant are reasonable. This covenant
shall be construed as an Agreement independent of any other provision Herein,
and the existence of any claim or cause of action of the Agent against the
Company regardless of how arising, shall not constitute a defense to the
enforcement by the Company of its ten-ns. If any portion of the covenant
is held to be unenforceable, for whatever reason it shall be considered
divisible both as to time and period of time and each county within the State of
Florida a separate geographical area so that the lesser period of time or
geographical area shall remain effective so long as the same is not determined
to be unenforceable, and in that regard the parties agree that any such lesser
time period or geographical area shall be specifically enforceable against the
Agent.
14. Inception of Employment Relationship: The Agent represents and agrees that
he has not been pressured, mislead or induced to enter this Agreement based upon
any representation by the Company or its agents not contained herein. Agent
represents that he has entered into this Agreement voluntarily, and after having
the opportunity to consult with representatives of his own choosing and that his
agreement is freely given. The Agent represents that he has no claim, charges,
or causes of action presently accrued or pending against the Company and if any
such claims or causes of actions exist, the Agent, in consideration of his
employment hereby releases the Company, its Agents, agents, successors and
assigns, from any and all such claims.
15. References: The Company agrees that, upon termination of employment under
this Agreement, it will furnish references to third parties, including
prospective employers, regarding Agent. In consideration of the Company's
agreement to furnish such references, the Agent releases the Company from any
and all claims and causes of action, including but not limited to, any claims
for defamation, and agrees to hold the Company harmless for any claims made in
relation thereto.
16. Notice: Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by certified or registered mail,
return receipt requested, to the parties as recorded in the Agents official
personnel file and the Company's place of business.
17. Waiver of Breach: the Agent shall not construe the waiver by the Company of
a breach of any condition of the Agreement by the Agent as a waiver of any
subsequent breach.
18. Assignment: either party may not assign This Agreement without prior written
consent of both parties.
19. Attorneys Fees: In the event either party is required to seek legal counsel
to enforce the terms and provisions of this Agreement, the prevailing party in
any action shall be entitled to recover attorneys fees and costs (including on
appeal).
20. Governing Law: This Agreement shall be governed by the Laws of the State of
Florida and the proper jurisdiction and venue shall be the Circuit Court in
Broward County, Florida. The parties agree that service or process in any such
action, suit or proceeding shall be deemed valid if made by registered mail,
return receipt requested, sent to officially noted addresses.
21. Entire Agreement: This Agreement contains the entire Agreement of the
parties. It may be changed only by agreement in writing signed by both parties.
22. Headings: The headings are for convenience of reference only and shall not
be deemed to be part of the substance of this Agreement.
23. Facsimile signatures: This agreement may be executed by facsimile signature
which shall be binding as an original signature.
24. Counterparts: This agreement may be signed in two or more counterparts, each
of which shall be deemed an original of one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AGENT COMPANY: CUIDAO IMPORTS
By: /s/ Reubin Share By: /s/ C. Michael Fisher, Pres.
Authorized Signatory