EMPLOYMENT AGREEMENT
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AGREEMENT made as of this 27th day of June, 2003 by and between
KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation, with an address at ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporation") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇.▇ ▇▇▇▇▇ ("▇▇▇▇").
W I T N E S S E T H
WHEREAS, the Corporation seeks the employment of Car as its
Executive Vice-President Sales and Marketing because of his presidency of
Mildara Blass Wines, Inc.; his extensive knowledge of the wine industry and the
methods of sales and marketing wines; his knowledge of the wine industry and the
methods of sales and marketing wines; his knowledge of price points, customers
and the wholesale wine industry; and
WHEREAS, the Corporation wishes to employ ▇▇▇▇ as an executive
employee of the Corporation on a full time basis and ▇▇▇▇ wishes to accept such
employment; and
WHEREAS, the Corporation considers the availability of ▇▇▇▇'▇
services to be important to the successful conduct of the operations of the
Corporation's business and desires to secure for itself the availability of his
services; and
WHEREAS, ▇▇▇▇ desires to become an employee of the Corporation
and serve in such capacities and perform all such duties as the Board of
Directors of the Corporation shall assign.
NOW THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth the Corporation and ▇▇▇▇ hereby
agree as follows:
1. Employment. The Corporation hereby employs ▇▇▇▇ on a full
time basis as an executive employee of the Corporation and ▇▇▇▇ hereby accepts
such full time employment, on the terms and conditions hereinafter set forth.
The Corporation agrees that, as his initial position hereunder,
contemporaneously with the commencement of term of employment (as hereinafter
defined), the Board of Directors of the Corporation shall initially elect ▇▇▇▇
to the office of Executive Vice President of Sales & Marketing. ▇▇▇▇ shall have
such titles and such authority as, in the opinion of the Board of Directors of
the Corporation, is necessary or appropriate for him to carry out his duties and
obligations under this Agreement.
2. Services. During the term hereof, ▇▇▇▇ shall use his best
efforts and devote all of the necessary business time and attention to the
performance of such responsibilities and duties.
3. Term.
(a) Except as otherwise provided in this Agreement to
the contrary, the terms and conditions of this
Agreement, and ▇▇▇▇'▇ employment hereunder, shall be and remain in effect during
the period of employment ("Employment Period") established under this Section 3.
The Employment Period shall be for a term commencing on July 1, 2003 until such
time as such employment is terminated by the Board of Directors of the
Corporation. It being understood and agreed that the employment of ▇▇▇▇ is
totally, in all respects, at the pleasure of the Board of Directors of the
Corporation.
(b) Notwithstanding anything herein contained to the
contrary, ▇▇▇▇'▇ employment with the Corporation may
be terminated during the Employment Period, with or without cause.
4. Compensation. In consideration for services rendered by ▇▇▇▇
under this Agreement, the Corporation shall pay to ▇▇▇▇ a base salary ("Base
Salary") at an annual rate equal to One Hundred Thirty Thousand Dollars
($130,000) per annum payable in equal monthly installments or in such other
manner as the parties shall mutually agree. As a signing bonus, ▇▇. ▇▇▇▇ shall
be issued 100,000 shares of common stock in Knightsbridge Fine Wines, and a five
year warrant to purchase 0ne hundred thousand (100,000) shares exercisable at
$4.00 per share. This warrant to shall vest immediately upon execution of this
agreement and is non-revocable. The Corporation further agrees that in addition
to the above referenced Base Salary and Signing Bonus, ▇▇▇▇ shall also be
entitled to a bonus plan to be mutually agreed upon by himself and the Board of
Directors and subject of a separate document which shall be made a part hereof
as is set forth in full herein.
5. Employee Benefits Plans. Except as otherwise provided in this
Agreement, ▇▇▇▇ shall, during the Employment Period, be treated as an employee
of the Corporation and be entitled to participate in and receive benefits under
any employee benefit plan, fringe benefit plan, retirement or pension plan,
incentive savings plan, stock option and appreciation rights plan, or any other
incentive compensation plan instituted and maintained from time to time by the
Corporation, in accordance with the terms and conditions of such employee
benefit and compensation plans and programs, which may by their terms exclude
certain categories of part time and/or executive employees.
6. Working Facilities and Expenses.
(a) ▇▇▇▇'▇ principal place of employment shall be
initially located in New York.
(b) Automobile. The Corporation shall provide ▇▇▇▇ with
a monthly car allowance of Five Hundred Dollars ($500.00), for each month during
the Employment Period, subject to increase in the sole and absolute discretion
of the Board of Directors
(c) Business and Travel. The Corporation shall
reimburse ▇▇▇▇ for his ordinary and necessary business expenses, including
without limitation, travel and entertainment expenses, incurred in connection
with the performance of his duties under this Agreement, upon timely
presentation to the Corporation of an itemized account of such expenses in such
form as the Corporation may reasonably require.
(d) Vacation: ▇▇. ▇▇▇▇ shall be entitled to a
minimum of four weeks paid vacation per year, which accrual shall commence
immediately upon execution of this agreement. No more than one week in any
quarter may be taken without prior approval from the CEO or COO.
7. Termination. The Corporation shall be entitled to terminate
▇▇▇▇'▇ employment with the Corporation at any time, with or without cause, in
the sole and absolute discretion of the Board of Directors of the Corporation.
Upon the termination of ▇▇▇▇'▇ employment with the Corporation, the Corporation
shall pay and provide to ▇▇▇▇ (i) his earned but unpaid Base Salary through the
date of termination and (ii) the benefits, if any, to which he is entitled as a
former full time employee under the Corporation's employee plans and programs
and compensation plans and programs described in Section 5 ("Accrued but Unpaid
Compensation"). All compensation and benefits shall cease on and as of the date
of any such termination. The Corporation and ▇▇▇▇ hereby stipulate that the
payments and benefits provided under this Section 7 are reasonable under the
circumstances for all purposes.
8. Termination For Cause. If the Corporation shall have
terminated ▇▇▇▇'▇ employment, in its sole and absolute discretion: (a) for cause
which for purposes of this Agreement shall mean a discharge because ▇▇▇▇: (i)
has intentionally engaged in dishonest conduct in connection with his
performance of services for the Corporation or has been convicted of a felony;
(ii) is in any way enjoined or otherwise prohibited from performing any or all
of his duties hereunder as the result of the enforcement or attempted
enforcement of any restrictive agreement entered into by ▇▇▇▇ at any time in the
past, present or future; (iii) has materially breached the terms of this
Agreement and he fails to cure such breach within sixty (60) days following
written notice thereof from the Corporation; or (b) ▇▇▇▇'▇ death or disability
(as used herein "disability" shall mean mental or physical incapacity which
prevents ▇▇▇▇ from actively fulfilling his duties hereunder for a period of four
(4) months in any consecutive twelve (12) month period). All compensation and
benefits shall cease on and as of the date of any such termination for cause and
▇▇▇▇ shall only receive his Accrued but Unpaid Compensation. The Corporation and
▇▇▇▇ hereby stipulate that the payments and benefits provided under this Section
8 are reasonable under the circumstances for all purposes.
9. Termination Without Cause. If Board of Directors shall have
terminated the employment of ▇▇▇▇ at any time, in its sole and absolute
discretion, without all compensation and benefits shall cease on and as of the
date of any such termination. In such event ▇▇▇▇ shall receive his Accrued but
Unpaid Compensation as provided for in paragraph 7 and, in addition, ▇▇▇▇ shall
be paid a severance payment equal to six month of his base salary in effect on
the date prior to his termination without cause. The Corporation and ▇▇▇▇ hereby
stipulate that the payments and benefits provided under this Section 9 are
reasonable under the circumstances for all purposes. However, if control of the
Corporation is changed during the period commencing on the date hereof and
ending on the third anniversary of this agreement, the Corporation hereby agrees
to retain the services of ▇▇▇▇ for a minimum of three (3) years from the date of
such control change without any reduction in compensation (Base Salary/Bonus
Plan/Automobile Allowance) or in the alternative , the Corporation shall make a
one-time payment to ▇▇▇▇ equivalent to the aggregate of the following: three
years of the then Base Salary (as of the date of such change in control or
acquisition date) plus three (3) times the highest bonus earned in one of the
previous five (5) years plus three (3) years of automobile allowance. Such
payment, if elected, shall be made within ten (10) days of termination.
10. Non-Competitive Restrictions.
(a) During the Term of this Agreement, ▇▇▇▇ shall not
directly or indirectly in any capacity engage in any business nor render any
services to or for any person, firm or corporation engaged in the Corporation's
business other than the Corporation, except as and to the extent authorized by
the Board of Directors of the Corporation or its successor in interest;
(b) During the Term of this Agreement and for a period
of six (6) months immediately following the termination of this Agreement for
any reason whatsoever (including expiration), ▇▇▇▇ shall not for any reason
whatsoever, directly or indirectly, for himself or on behalf of, or in
conjunction with, any other person, persons, company, partnership, corporation
or business entity, whether profit or not-for-profit:
(i) Call upon, contact, divert, influence or
solicit or attempt to call upon, contact, divert,
influence or solicit any customer or customers of the
Corporation, any subsidiary of the Corporation and/or
its successor in interest (together, hereinafter
sometimes referred to as the Covenant Entities);
(ii) divulge the names and addresses or any
information concerning any customer of or supplier of
goods and/or services to the Covenant Entities; and/or
(iii) own, manage, operate, control, be
employed by, participate in or be connected in any
manner with the ownership, management, operation or
control of the same, similar, or related line of
business as that now or at any time during the term of
this Agreement carried on by any of the Covenant
Entities.
(c) ▇▇▇▇ represents and warrants to each of the
Covenant Entities that he has substantial experience and abilities in various
other fields of endeavor and that any such restrictions will not have a material
adverse impact on his ability to obtain and maintain gainful employment should
his employment with any Covenant Entity be terminated or otherwise end.
(d) In the event it is determined by a court of
competent jurisdiction that any provision of this Section 10 exceeds the time,
geographic or other limitations permitted by the governing law of this Agreement
or any other applicable law in any jurisdiction, then such provision shall be
deemed limited to the maximum time, geographic or other limitations permitted by
applicable law and the remainder of this Section 9 shall remain valid and in
effect.
(e) This Section shall in no way limit the other
remedies available to the Corporation in accordance with any other Section
hereof or any applicable laws.
11. Confidentiality and Non-Disclosure.
(a) As the result of his duties ▇▇▇▇ will have access
to some or all of the confidential information pertaining to the Covenant
Entities businesses. It is agreed that Confidential Information of the Covenant
Entities includes, but is not limited to:
(i) The ideas, methods, techniques, formats,
formulae, specifications, procedures, designs,
processes, systems, control, data and software and/or
hardware products which are unique or proprietary to,
or a trade secret of any of the Covenant Entities;
(ii) all customer, pricing, financial and
marketing information pertaining to the businesses of
any of the Covenant Entities;
(iii) all operations, sales, training and
other knowledge or materials utilized in the businesses
of any of the Covenant Entities;
(iv) all other information now in existence or
developed in the future which is similar in nature to
any of the foregoing; and
(v) all information which is marked as
confidential or explained to be confidential or which,
by its nature, is confidential.
(b) ▇▇▇▇ understands that he will necessarily have
access to some or all of the Confidential Information. ▇▇▇▇ recognizes the
importance of protecting the Confidentiality and secrecy of the Confidential
Information and, therefore, agrees to use his best efforts to protect the
Confidential Information from unauthorized disclosure to other persons. ▇▇▇▇
understands that protecting the Confidential Information from unauthorized
disclosure is critically important to the success and competitive advantage of
each of the Covenant Entities and that the unauthorized disclosure of the
Confidential Disclosure would greatly damage the Covenant Entities.
(c) ▇▇▇▇ agrees not to disclose any Confidential
Information to others or use any Confidential Information for his own benefit
without the express written consent of the Board of Directors of the Corporation
or governing body of the Covenant Entity to which such Confidential Information
belongs. ▇▇▇▇ agrees to immediately return all Confidential Information,
including any copies in his possession upon the request of the Board of
Directors of the Corporation or the governing body of the Covenant Entity to
which such Confidential Information belongs.
12. Enforcement of Covenants.
(a) The covenants set forth herein on the part of ▇▇▇▇
shall be construed as an agreement independent of any other provision in this
Agreement and the existence of any claim or cause of action of ▇▇▇▇ against the
Corporation, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by any of the Covenant Entities of the
Covenants contained herein.
(b) Employee acknowledges that irreparable damage will
result to the Covenant Entities in the event of the breach of any covenant
contained herein and ▇▇▇▇ agrees that in the event of such breach, any one or
more of the Covenant Entities affected by such breach shall be entitled, in
addition to any and all other legal or equitable remedies and damages, to a
temporary and/or permanent injunction to restrain the violation thereof by ▇▇▇▇
and all of the persons acting for or with ▇▇▇▇.
(c) It is specifically understood and agreed by ▇▇▇▇
that each of the Covenant Entities shall have the right to enforce the
provisions of this Section 12 as against ▇▇▇▇ as it relates to such any such
entity
13. Representations and Warranties; Investigation.
(a) ▇▇▇▇ represents and warrants that he is not now
and will not be on the date of commencement of this Agreement a party to any
agreement, contract or understanding, whether of employment, agency, or
otherwise, which would in any way conflict with, restrict or prohibit ▇▇▇▇ from
undertaking and performing his duties in accordance with the terms and
provisions of this Agreement, and that ▇▇▇▇ has the full right and power to
enter into and to perform this Agreement in accordance with its terms and
provisions.
(b) ▇▇▇▇ agrees that before and at any time during his
employment that the Corporation, in its discretion, may investigate ▇▇▇▇'▇
background to confirm that ▇▇▇▇ has not filed for bankruptcy (or similar debt
relief status) and has no prior criminal record. For this purpose, ▇▇▇▇
specifically hereby authorizes the Corporation to obtain such background checks
and other information as may be useful.
14. Successors and Assigns. This Agreement will inure to the
benefit of and be binding upon ▇▇▇▇, his legal representatives, heirs and
successors, and the Corporation, its successors and assigns, including any
successor by a merger or consolidation or statutory receiver or any other person
or firm or corporation to which all or substantially all of the assets and
business of the Corporation may be sold or otherwise transferred.
15. Notices. Any communication to a party required or permitted
under this Agreement including any notice, direction, designation, consent,
instruction, objection or waiver shall be in writing and shall be deemed to be
given at such time as it is delivered personally, or the earlier of (i) five
days after sending or (ii) one day after the first attempted delivery on a
non-holiday weekday in the locality of the noticed party (as indicated on a
return receipt or records of the carrier), if sent, all fees and charges
prepaid, by US Postal Service Express Mail, return receipt requested, or by a
recognized international Package expedited delivery service (e.g. FedEx, DHL and
companies of similar stature) requiring a receipt against delivery, in each case
addressed to such party at the address listed below or at such other address as
one such party may by written notice specify to the other:
If to ▇▇▇▇: ▇▇▇ ▇▇▇▇
659 Western Ave, Albany N.Y 12203
-With a copy by like notice to-
▇▇▇▇▇▇ ▇. Enring, Esq.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Corporation: Knightsbridge Fine Wines, Inc.
c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-With a copy by like notice to-
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Kaufmann, Feiner, Yamin,
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Additionally, notice may be given by facsimile transmission, but any such notice
shall not be deemed given or effective unless such facsimile transmission is
acknowledged as to receipt in a return facsimile or other writing from the
noticed party and, if so acknowledged, shall be deemed effective as of the date
of such acknowledgment.
16. Limited Recourse. ▇▇▇▇ agrees that he shall look only to the
Corporation for performance of any obligations hereunder and that he shall have
and seek no recourse against any officer, director and/or shareholder of the
Corporation.
17. Severability. A determination that any provision of this
Agreement is invalid or unenforceable shall not affect the validity or
enforceability of any other provision hereof.
18. 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. A waiver of any provision of this Agreement must be
made in writing, designated as a waiver, and signed by the party against whom
its enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
19. Survival. Any provisions in this Agreement that by their
nature encompass obligations extending beyond the termination of this Agreement
shall survive the termination of this Agreement.
20. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without reference to conflicts of law principles.
21. Headings. The headings of Sections in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
Section. Any reference to a Section number shall refer to a Section of this
Agreement, unless otherwise stated.
22. Entire Agreement; Modifications. This instrument contains
the entire Agreement of the parties relating to the subject matter hereof, and
supersedes in its entirety any and all prior Agreements, understandings or
representations relating to the subject matter hereof. No modifications of this
Agreement shall be valid unless made in writing and signed by the parties
hereto.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its an officer thereof, thereunto duly authorized, and ▇▇▇▇ has
hereunto set his hand, both as of the date and year first written above.
KNIGHTSBRIDGE FINE WINES, INC., a
Nevada corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
/s/ ▇▇▇ ▇▇▇▇
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▇▇▇ ▇▇▇▇, Individually