EMPLOYMENT AGREEMENT
dated as of March 31, 2000, between CFP
GROUP, INC., a Delaware corporation (the
"Company"), and ▇▇▇ ▇▇▇▇▇ (the "Executive").
The Company and the Executive desire to enter into this
Agreement to continue the employment relationship between the Company and the
Executive from and after the date hereof pursuant to the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties agree as follows:
Section 1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment by the Company upon the terms and conditions
hereinafter set forth.
Section 2. Term. The employment of the Executive hereunder shall be for
the period (the "Employment Period") commencing on the date hereof (the
"Commencement Date") and ending on (a) March 31, 2003 (the "Scheduled
Termination Date"), or (b) such earlier date (the "Termination Date") upon which
the employment of the Executive shall terminate in accordance with the
provisions hereof. The Employment Period may be extended at the sole discretion
of the Company for an additional 90-day period to facilitate contract
negotiations in the event the Company desires to retain the services of the
Executive following the expiration of the Employment Period.
Section 3. Duties. During the Employment Period, the Executive shall be
employed as Chief Financial Officer of the Company, CFP Holdings, Inc., a
wholly-owned subsidiary of the Company ("Holdings"), Custom Food Products, Inc.,
a wholly-owned subsidiary of Holdings, and QFAC, LLC, a wholly-owned subsidiary
of Holdings ("QFAC"), and shall perform such duties as are consistent therewith.
The Executive shall have such other titles and duties, consistent with the
status of a senior level executive of the Company, as the Board of Directors of
the Company shall in its sole discretion designate. The Executive shall use his
best efforts to perform well and faithfully the foregoing duties and
responsibilities.
Section 4. Time to be Devoted to Employment. During the Employment
Period, the Executive shall devote all of his working time, attention and
energies to the business of the Company and its subsidiaries (except for
vacations to which he is entitled pursuant to Section 6(b) and except for
illness or incapacity). During the Employment Period, the Executive shall not
engage in any business activity which, in the reasonable judgment of the Board,
conflicts with the duties of the Executive hereunder, whether or not such
activity is pursued for gain, profit or other pecuniary advantage. Nothing
contained in this Section 4 shall prohibit the Executive from (a) owning up to
1% of the outstanding capital stock or other class of securities of any
corporation whose shares are traded on a national securities exchange or are
listed on NASDAQ or (b) making other passive investments in entities which do
not compete in any manner with the Company after obtaining the prior written
consent of the Board.
Section 5. Compensation; Bonus. (a) The Company (or at the Company's
option, any subsidiary or affiliate thereof) shall pay to the Executive an
annual base salary (the "Base Salary") during the Employment Period of $200,000
per annum, payable in such installments (but not less often than monthly) as is
generally the policy of the Company with respect to its officers.
(b) The Base Salary shall be subject to annual increases, if
any, in the sole discretion of the Compensation Committee of the Board of
Directors of the Company.
(c) In addition to the Base Salary, the Executive shall be
eligible to participate in the Company's annual cash bonus plan based upon
achieving and exceeding the annual performance targets for the Company as
follows:
(i) In respect of each of the 2001 through 2003
fiscal years (each, a "Bonus Year"), the Company shall award a cash
bonus (the "Annual Cash Bonus"), if any, of between 35% and 100% of the
Executive's Base Salary, depending upon the percentage of Annual
Budgeted EBITDA (as hereinafter defined) of the Company attained,
according to the following schedule:
Annual Budgeted EBITDA
of the Company Cash Bonus as % of
% Attained Base Salary
---------- -----------
less than 80% 0%
80% 35%
85% 40%
90% 50%
95% 60%
100% 70%
105% 85%
110% and above 100%
(ii) As used herein, the following terms shall have
the following meanings:
(A) "Annual Budgeted EBITDA" for the Company
for the fiscal year ended March 31, 2001 equals $30,513,246
and for each subsequent fiscal year means the figure set by
the Board of Directors of the Company on a yearly basis.
(B) "EBITDA" means the net income (after
provision for all bonuses) of the Company, determined on a
consolidated basis excluding the effect of any Stipulated
Items (as hereinafter defined) and before payment or provision
for payment of (1) interest expense; (2) any Federal, state,
local or other taxes based on income; (3) depreciation expense
and (4) amortization of goodwill and other tangible assets.
(C) "Stipulated Items" means income or
expense items of a character significantly different from
those incurred in the typical or customary
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business activities of the Company (determined on a
consolidated basis) or that would not be considered recurring
factors in any evaluation of the ordinary operations of the
business of the Company (determined on a consolidated basis),
including, but not limited to, (1) the sale or abandonment of
a plant or significant segment of the business of the Company
(determined on a consolidated basis); (2) the sale of an
investment not acquired for resale; (3) the writeoff of
goodwill due to unusual events or developments within the
fiscal year being considered; (4) the condemnation or
expropriation of properties; (5) certain adjustments to the
reserve accounts recorded by the Company (determined on a
consolidated basis); and (6) any management fees payable to
First Atlantic Capital, Ltd. and its affiliates.
(iii) The Company shall, promptly following the
Company's receipt from its certified public accountants of the audited
consolidated financial statements of the Company for each Bonus Year,
compute and promptly pay the Annual Cash Bonus based upon the EBITDA of
the Company as reflected in such audited consolidated financial
statements.
(d) In addition to the Base Salary, in the sole discretion of
the Board of Directors of the Company, the Executive shall be entitled to
participate in the incentive stock option plan of the Company.
Section 6. Business Expenses; Benefits. (a) The Company (or, at the
Company's option, any subsidiary or affiliate thereof) shall reimburse the
Executive, in accordance with the practice from time to time for officers of the
Company, for all reasonable and necessary expenses and other disbursements
incurred by the Executive for or on behalf of the Company in the performance of
his duties hereunder. The Executive shall provide such appropriate documentation
of expenses and disbursements as may from time to time be reasonably required by
the Company.
(b) During the Employment Period, the Executive shall be
entitled to four weeks paid vacation during each twelve-month period worked
beginning on the Commencement Date.
(c) During the Employment Period, the Company shall provide
the Executive with group health, hospitalization and other employee benefits in
amounts and with terms consistent with the policies of the Company with respect
to its officers.
(d) During the Employment Period, the Company will reimburse
the Executive for professional association fees in an aggregate amount not to
exceed $2,000 per year.
(e) During the Employment Period, the Company will reimburse
the Executive for costs incurred by the Executive for registration or tuition
fees for classes or seminars attended by the Executive in the metropolitan
Philadelphia, Pennsylvania area (or elsewhere if approved in advance by the
Board of Directors of the Company, such approval not to be unreasonably
withheld) for so long as and to the extent that such classes or seminars are
required by the American Institute of Certified Public Accountants (or its
successor organization) in order for the Executive to maintain his certified
public accountant's certificate. The aggregate amount payable under this Section
6(e) shall not exceed $2,000 per year.
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(f) During the Employment Period, the Executive shall be
entitled to an allowance for a leased automobile not to exceed $750 per month
(inclusive of all maintenance, gasoline, insurance and other costs and expenses
related to such automobile).
Section 7. Involuntary Termination. (a) If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render him
mentally or physically incapable of performing the services required to be
performed by him under this Agreement (such condition being hereinafter referred
to as a "Disability") for a period of 180 consecutive days or longer, or for an
aggregate of 210 days during any twelve-month period, the Company may, at any
time following such 180 or 210 day period of Disability, at its option,
terminate the employment of the Executive under this Agreement immediately upon
giving him written notice to that effect (such termination, as well as a
termination under Section 7(b), being hereinafter referred to as an "Involuntary
Termination"). Until the Executive's employment hereunder shall have been
terminated in accordance with the foregoing, the Executive shall be entitled to
receive his compensation notwithstanding any such Disability.
(b) If the Executive dies during the Employment Period, his
employment hereunder shall be deemed to cease as of the date of his death.
Section 8. Termination For Cause. The Company may terminate the
employment of the Executive hereunder at any time for Cause (as hereinafter
defined) (such termination being referred to herein as a "Termination For
Cause") by giving the Executive written notice of such termination, effective
immediately upon the giving of such notice to the Executive. As used in this
Agreement (a) "Cause" means (i) the Executive's material breach of this
Agreement and, if such breach is capable of being cured, the failure to cure
such breach within 30 days of notice thereof from the Company to the Executive,
(ii) the Executive's past, present or future conduct which has a Material
Adverse Effect, (iii) the Executive's disregard of lawful instructions of the
Board that are consistent with the Executive's position, or neglect of duties or
failure to act, which, in either case, may reasonably be anticipated to have a
Material Adverse Effect, and the continuance of such condition for a period of
30 days after notice thereof from the Company to the Executive, (iv) alcohol or
drug abuse by the Executive or (v) the commission by the Executive of a felony
or an act involving fraud, theft or dishonesty and (b) "Material Adverse Effect"
means a material adverse effect on the business, operations, financial
condition, results of operations, assets, liabilities or prospects of the
Company or any of its subsidiaries or affiliates.
Section 9. Termination Without Cause. The Company may terminate the
employment of the Executive hereunder without Cause (such termination being
hereinafter referred to as a "Termination Without Cause") by giving the
Executive written notice of such termination, which notice shall be effective on
the date specified therein but not earlier than the date on which such notice is
given. For purposes of this Agreement, "Termination Without Cause" shall also
include the following:
(a) any material reduction, in the absence of the Executive's
consent, of the Executive's title, duties or responsibilities;
(b) any material breach by the Company of its obligations
under this Agreement; and
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(c) the expiration of this Agreement at the Scheduled
Termination Date or the failure of the Executive or the Company to extend the
term hereof, after good faith negotiations for a reasonable period of time (not
to exceed 90 days following the Scheduled Termination Date) by the Executive and
the Company to enter into a new employment agreement;
provided, however, that a Termination Without Cause pursuant to clauses (a) and
(b) of this Section 9 shall not be deemed to have occurred unless, within 30
days of the occurrence (or, in the case of an event described in clause (b) of
this Section 9, the Executive's actual knowledge of such occurrence) of any of
the events described in said clauses (a) and (b), the Executive shall have given
the Company notice, with reasonable specificity, of his intention to claim a
Termination Without Cause pursuant to this Section 9 and the basis therefor, and
the Company shall have failed to cure the act or omission described in the
notice within 30 days of receipt of such notice from the Executive.
Section 10. Voluntary Termination. Any termination of the employment of
the Executive hereunder other than as a result of an Involuntary Termination, a
Termination For Cause or a Termination Without Cause shall be deemed to be a
"Voluntary Termination" (it being understood that the resignation by the
Executive prior to the Scheduled Termination Date shall be deemed a "Voluntary
Termination").
Section 11. Effect of Termination. (a) Upon the termination of the
Executive's employment hereunder due to a Termination for Cause or a Voluntary
Termination, neither the Executive nor his beneficiary or estate shall have any
further rights or claims against the Company under this Agreement, except to
receive (i) the unpaid portion, if any, of the Base Salary provided for in
Section 5(a), computed on a pro rata basis to the Termination Date (based on the
actual number of days elapsed over a year of 365 or 366 days, as applicable),
(ii) any unpaid accrued benefits due the Executive and (iii) reimbursement for
any expenses for which the Executive shall not have been reimbursed as provided
in Section 6(a).
(b) Upon the termination of the Executive's employment
hereunder due to an Involuntary Termination, neither the Executive nor his
beneficiary or estate shall have any further rights or claims against the
Company under this Agreement except (i) to receive the amounts set forth in
Section 11(a) above, (ii) to continue to receive the Base Salary, payable in
such installments as it was paid to the Executive prior to such termination of
employment for a period of six (6) months, (iii) the pro rata portion of the
bonus to which the Executive would be entitled for the fiscal year of the
Company in which such termination occurred, computed by multiplying (A) the
bonus that would have been payable to the Executive for the entire year if his
employment had not been terminated by (B) a fraction, the numerator of which is
the number of days elapsed from the beginning of such year to and including the
effective date of such termination and the denominator of which is 365, such
portion of the bonus to be payable at such time and in such manner as is
consistent with the Company's historical practice regarding the payment of
bonuses to the Executive or to its officers generally and (iv) to participate in
all group health and hospitalization plans as contemplated by Section 6(c)
hereof until the earlier to occur of the Scheduled Termination Date and the date
which is six (6) months after the Termination Date. Notwithstanding anything to
the contrary contained herein, any such rights under clauses (ii), (iii) and
(iv) of this Section 11(b) shall be reduced to the extent the Executive shall
obtain other employment during the period such payments are required to be made,
by the
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amount of the salary and benefits received by the Executive in connection with
such new employment.
(c) Upon the termination of the Executive's employment
hereunder due to a Termination Without Cause, neither the Executive nor his
beneficiary or estate shall have any further rights or claims against the
Company under this Agreement except (i) to receive the amounts set forth in
Section 11(a) above, (ii) to continue to receive the Base Salary, payable in
such installments as it was paid to the Executive prior to such termination of
employment, for a period of 12 months after the termination of the Executive's
employment with the Company (including a termination of such employment on or
after the Scheduled Termination Date in circumstances contemplated by Section
9(c) hereof), (iii) to receive the pro rata portion of the bonus to which the
Executive would be entitled for the fiscal year of the Company in which such
termination occurred, computed by multiplying (A) the bonus that would have been
payable to the Executive for the entire year if his employment had not been
terminated by (B) a fraction, the numerator of which is the number of days
elapsed from the beginning of such year to and including the effective date of
such termination and the denominator of which is 365, such portion of the bonus
to be payable at such time and in such manner as is consistent with the
Company's historical practice regarding the payment of bonuses to the Executive
or to its officers generally and (iv) to participate in all group health and
hospitalization plans as contemplated by Section 6(c) hereof for a period of 12
months after the termination of the Executive's employment with the Company
(including a termination of such employment on or after the Scheduled
Termination Date in circumstances contemplated by Section 9(c) hereof).
Notwithstanding anything to the contrary contained herein, any such rights under
clauses (ii), (iii) and (iv) of this Section 11(c) shall be reduced to the
extent the Executive shall obtain other employment during the period such
payments are required to be made, by the amount of the salary and benefits
received by the Executive in connection with such new employment.
Section 12. Insurance. The Company may, for its own benefit, maintain
"key-man" life and disability insurance policies (collectively, the "Insurance
Policies") covering the Executive. The Executive will cooperate with the Company
and provide such information or other assistance as the Company may reasonably
request in connection with the Company's obtaining and maintaining the Insurance
Policies.
Section 13. Disclosure of Information. The Executive agrees that he
will not, at any time during the Employment Period or thereafter, disclose to
any person, firm, corporation or other business entity, except as required by
law, any non-public information concerning the business, clients or affairs of
the Company or any subsidiary or affiliate thereof for any reason or purpose
whatsoever nor shall the Executive make use of any of such non-public
information for his own purpose or for the benefit of any person, firm,
corporation or other business entity except the Company or any subsidiary or
affiliate thereof. For purposes of this Section 13, "non-public" information
shall not include any information that:
(i) is now, or hereafter becomes, through no act or
failure to act on the part of the Executive that constitutes a breach
of this Section 13, generally known or available to the public;
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(ii) is known to the Executive at the time of the
disclosure of such information;
(iii) is hereafter furnished to the Executive by a
third party, who, to the knowledge of such party, is not under any
obligation of confidentiality to the Company or any of its affiliates,
without restriction on disclosure;
(iv) is disclosed with the written approval of the
party to which such information or materials pertain;
(v) is required to be disclosed by law, court order,
or similar compulsion; provided, however, that such disclosure shall be
limited to the extent so required or compelled; and provided further,
however, that if the Executive is required to disclose such
confidential information, he shall give the Company notice of such
disclosure and cooperate in seeking suitable protections; or
(vi) is required to be provided pursuant to or in
connection with any legal proceeding involving the parties hereto.
Section 14. Right to Inventions. The Executive shall promptly disclose,
grant and assign to the Company for its sole use and benefit any and all marks,
designs, logos, inventions, improvements, technical information and suggestions
relating in any way to the business actually conducted by the Company, which he
may develop or which may be acquired by the Executive during the Employment
Period (whether or not during normal working hours), together with all
trademarks, patent applications, letters patent, copyrights and reissues thereof
that may at any time be granted for or upon any such ▇▇▇▇, design, logo,
invention, improvement or technical information. In connection therewith:
(a) the Executive shall without charge, but at the expense of
the Company, promptly at all times hereafter execute and deliver such
applications, assignments, descriptions and other instruments as may be
necessary or proper in the opinion of the Company to vest title to any such
marks, designs, logos, inventions, improvements, technical information,
trademarks, patent applications, patents, copyrights or reissues thereof in the
Company and to enable it to obtain and maintain the entire right and title
thereto throughout the world;
(b) the Executive shall render to the Company at its expense
(including a reasonable payment for the time involved in case he is not then in
its employ based on his last per diem earnings) all such assistance as it may
require in the prosecution of applications for said trademarks, patents,
copyrights or reissues thereof, in the prosecution or defense of interferences
which may be declared involving any said trademarks, applications, patents or
copyrights and in any litigation in which the Company may be involved relating
to any such trademarks, patents, inventions, improvements or technical
information; and
(c) for the avoidance of doubt, it is hereby agreed that the
foregoing provisions shall be deemed to include an assignment of future
copyright in accordance with Section 37 of the Copyright Act of 1986 and any
amendment or re-enactment thereof.
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Section 15. Restrictive Covenant. (a) The Executive acknowledges and
recognizes that during the Employment Period he will be privy to non-public
information critical to the Company's and its affiliates' business and further
acknowledges and recognizes that the Company would find it extremely difficult
to replace him. Accordingly, in consideration of the premises contained herein,
and the consideration to be received by the Executive hereunder and the granting
of certain stock options to the Executive, during the Employment Period and the
Non-Competition Period (as defined below), the Executive shall not (i) directly
or indirectly engage in, represent in any way, or be connected with, any
Competing Business (as defined below), whether such engagement shall be as an
officer, director, owner, employee, partner, affiliate or other participant in
any Competing Business; (ii) assist others in engaging in any Competing
Business; (iii) induce any employee of the Company or any affiliate thereof to
terminate such employee's employment with the Company or any such affiliate or
to engage in any Competing Business; or (iv) induce any entity or person with
which the Company or any affiliate thereof has a business relationship to
terminate or alter such business relationship; provided, however, that the
foregoing shall not prevent the Executive from owning the securities of or an
interest in any business, provided such ownership of securities or interest
represents less than five percent (5%) of any class or type of securities of, or
interest in, such business.
(b) The Executive understands that the foregoing restrictions
may limit his ability to earn a livelihood in a business similar to the business
of the Company or any affiliate thereof, but he nevertheless believes that he
has received and will receive sufficient consideration and other benefits as an
employee of the Company and as otherwise provided hereunder and pursuant to
other agreements between the Company and the Executive to justify clearly such
restrictions which, in any event (given his education, skills and ability), the
Executive does not believe would prevent him from earning a living.
(c) As used herein, "Competing Business" shall mean any
business in North America if such business or the products sold by it are
competitive, directly or indirectly, with (i) the business of the Company or any
of its affiliates for which the Executive has direct managerial responsibility,
(ii) any of the products manufactured, sold or distributed by the Company or any
of its affiliates for which the Executive has direct managerial responsibility
or (iii) any products or business being developed by the Company or any of its
affiliates for which the Executive has direct managerial responsibility and
"Non-Competition Period" shall mean the period commencing on the day immediately
following the Termination Date and ending upon the expiration of 12 months
following the Termination Date. For purposes of this paragraph (c), the
Executive shall be deemed to have direct managerial responsibility for the
business of the Company, Holdings, Custom Food Products, Inc. and QFAC.
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Section 16. Enforcement; Severability; Etc. It is the desire and intent
of the parties that the provisions of this Agreement shall be enforced to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
such provision shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with
respect to the operation of such provision in the particular jurisdiction in
which such adjudication is made.
Section 17. Remedies. The Company and the Executive acknowledge and
understand that the provisions of this Agreement are of a special and unique
nature, the loss of which cannot be adequately compensated for in damages by an
action at law, and that the breach or threatened breach of the provisions of
this Agreement would cause the Company or the Executive irreparable harm. In the
event of a breach or threatened breach by the Company or the Executive of the
provisions of this Agreement, the Company or the Executive shall be entitled to
an injunction restraining such party from such breach. Nothing contained in this
Agreement shall be construed as prohibiting the Company or the Executive from or
limiting the Company or the Executive in pursuing any other remedies available
for any breach or threatened breach of this Agreement.
Section 18. Notices. All notices, claims, certificates, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given and delivered if personally delivered or if sent
by nationally-recognized overnight courier, by telecopy, or by registered or
certified mail, return receipt requested and postage prepaid, addressed as
follows:
if to the Company, to it at:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇;
with a copy to:
First Atlantic Capital, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; and
▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇;
if to the Executive, to him at:
▇▇. ▇▇▇ ▇▇▇▇▇
c/o CFP Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the party to whom notice is to be given may have
furnished to the other party or parties in writing in accordance herewith. Any
such notice or communication shall be deemed to have been received (a) in the
case of personal delivery, on the date of such delivery, (b) in the case of
nationally-recognized overnight courier, on the next business day after the date
when sent, (c) in the case of telecopy transmission, when received, and in the
case of mailing, on the third business day following that on which the piece of
mail containing such communication is posted.
Section 19. Binding Agreement; Benefit. Subject to Section 24 hereof,
the provisions of this Agreement will be binding upon, and will inure to the
benefit of, the respective heirs, legal representatives, successors and assigns
of the parties.
Section 20. Governing Law. This Agreement will be governed by, and
construed and enforced in accordance with, the laws of the State of New York
(without giving effect to principles of conflicts of laws).
Section 21. Waiver of Breach. The waiver by either party of a breach of
any provision of this Agreement must be in writing and shall not operate or be
construed as a waiver of any other breach.
Section 22. Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements or understandings between the parties with
respect thereto. This Agreement may be amended only by an agreement in writing
signed by the parties.
Section 23. Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
Section 24. Assignment. This Agreement is personal in its nature and
the parties shall not, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that the
Company may assign this Agreement to any of its subsidiaries and affiliates and
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, each successor of the Company, whether by merger, consolidation, transfer
of all or substantially all of its assets, or otherwise (no such assignment
shall relieve the Company from its obligations hereunder).
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Section 25. Counterparts. This Agreement may be executed in
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
Section 26. Gender. Any reference to the masculine gender shall be
deemed to include the feminine and neuter genders unless the context otherwise
requires.
Section 27. Attorney Fees. In connection with any action, suit or
proceeding arising under or in connection with this Agreement, the prevailing
party in such action, suit or proceeding shall be entitled to the reasonable
attorneys' fees incurred in connection with such action, suit or proceeding.
* * * *
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IN WITNESS WHEREOF, the parties have duly executed this
Employment Agreement as of the date first written above.
CFP GROUP, INC.
By: ____________________________
Name: ▇▇▇▇▇▇▇ ▇. Del ▇▇▇▇▇▇
Title: President
________________________________
▇▇▇ ▇▇▇▇▇
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