▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ Peregrine Food Corporation
EMPLOYMENT CONTRACT
This Employment Contract is between China Peregrine Food Corporation
(the Company), a corporation organized and existing under the laws of the
state of Delaware, United States of America, and ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a
resident of Pudong, Shanghai, China and a citizen of the United States of
America (▇▇▇▇▇▇▇).
1. Position: This Contract is for the position of Chief Operating
Officer-China of China Peregrine Food Corp. (Shanghai) Co. Ltd., a
subsidiary of the Company (CHPF-SH).
2. Responsibilities: ▇▇▇▇▇▇▇ shall have overall responsibilities for
CHPF-SH's operations throughout the Peoples Republic of China (PRC).
These responsibilities will include: financial (profits, sales,
controls, budgets), sales management, marketing, delivery,
administration, operations, etc. ▇▇▇▇▇▇▇ will, on a day-to-day basis,
have overall responsibility for managing CHPF-SH's interests in the
PRC. While employed directly by CHPF-SH, ▇▇▇▇▇▇▇ will have
supervisory responsibilities for operations (as described above) of
other business interests of the Company in China, as determined from
time to time by the Company. ▇▇▇▇▇▇▇ shall report directly to the
President and CEO of the Company. From time to time, ▇▇▇▇▇▇▇ shall
report on the status of the business interests of the Company in
China to the Executive Committee and the Board of Directors of the
Company.
3. Salary: The annual salary for this position shall be US$75,000, paid
in twelve equal monthly installments. This salary, and other cash
compensation, shall be distributed in US dollars or other currency
that best suits the needs of ▇▇▇▇▇▇▇ and the Company. This salary
will be reviewed at each year-end. The Company shall deduct the
appropriate amount of all applicable federal taxes from ▇▇▇▇▇▇▇'▇
salary payments, based upon the deductions supplied to the Company by
▇▇▇▇▇▇▇. The Company shall be responsible for the payment of Chinese
income taxes on ▇▇▇▇▇▇▇'▇ salary and the actual United States income
taxes based upon tax equalization concepts and provisions of the
Internal Revenue Code.
4. Bonus Plan: The bonus plan shall have three elements:
4.1 First Year Quarterly Bonus. ▇▇▇▇▇▇▇ shall receive US$7,500 as a
bonus in each of four calendar quarters of the first employment
year under this contract.
4.2 Subsequent Years Quarterly Bonus. ▇▇▇▇▇▇▇ shall be eligible
for a US$7,500 bonus and shall receive such amount as a minimum
bonus in each of four calendar quarters of subsequent
employment years under this contract, based on short term
performance objectives as mutually agreed to in writing by
▇▇▇▇▇▇▇ and the Company.
4.3 ▇▇▇▇▇▇▇ shall have the option of receiving the bonus described
in the preceding sections 4.1 and 4.2 in either cash payment or
stock. If in stock, the amount of stock due shall be based
upon a per share price determined by an average of the monthly
stock trading price calculated monthly, but paid on a quarterly
basis, commencing with the fourth quarter of the Company's 1999
fiscal year.
5. Stock options: A one-time grant of an option for 50,000 shares of the
Company's common stock shall be awarded as a signing bonus. Also, an
option on 50,000 shares shall be awarded at the end of each calendar
year for three years. These four grants shall total options for
200,000 shares. These options shall be vested over three years from
the date of each respective award. Once these options are awarded,
they shall have a five-year life. The Stock Option Agreement between
the Company and ▇▇▇▇▇▇▇ shall govern the detailed terms and
conditions for these options.
6. Corporate Benefits:
6.1 The Company shall provide the same corporate benefits (medical,
etc.) to the ▇▇▇▇▇▇▇ as it provides to its other US employees.
6.2 Housing: An annual housing allotment of US$48,000, payable
monthly will be provided for housing in the PRC for ▇▇▇▇▇▇▇.
6.3 Education: An annual education allotment of US$22,000 will be
provided for the education of ▇▇▇▇▇▇▇'▇ family members in the
PRC.
6.4 Local Transportation: The Company, through CHPF-SH, will supply
an automobile and driver for ▇▇▇▇▇▇▇'▇ local transportation
needs in the PRC, on a pre-approved basis.
7. Compliance with Company Policies and Regulations: ▇▇▇▇▇▇▇ will
execute his duties and responsibilities in strict accordance with
Company policies and regulations, approved budgets, and specific
directives. Further, ▇▇▇▇▇▇▇ shall be responsible, and accountable,
for the employees under his responsibility to also abide by these
policies and regulations. In the event ▇▇▇▇▇▇▇ is, among other
things, negligent in his performance of his responsibilities,
especially as it relates to compliance with Company policies and
procedures, he will be subject to termination for cause.
8. Termination: Either side may terminate employment by giving six
calendar months written notice. ▇▇▇▇▇▇▇ may be terminated for cause
only subsequent to five days written termination notice to ▇▇▇▇▇▇▇,
which notice shall specify the grounds for termination for cause, and
provide for the opportunity for ▇▇▇▇▇▇▇ to address the Executive
Committee of
the Company's Board of Directors with respect to the
matters set forth in the written termination notice.
9. Confidentiality: ▇▇▇▇▇▇▇ agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company
is confidential and secret (the foregoing hereinafter referred to as
"Confidential Information"). ▇▇▇▇▇▇▇ shall not at any time disclose,
or after termination or expiration of this Contract disclose, any
Confidential Information to any person, company, government, or use
any Confidential Information in direct competition with the business
of the Company or its subsidiaries.
10. Commencement and Term: This Contract is effective with the signing by
both parties below as of September 1, 1999. Except as otherwise
provided in this document, this Contract shall be valid for five (5)
years, and shall automatically renew under the same terms and
conditions unless thirty (30) days prior to the expiration date one,
or both, of the parties notifies the other party of the intention to
terminate, or modify, this Contract.
11. Inside Information--Securities Laws Violations: In the course of the
performance of ▇▇▇▇▇▇▇'▇ duties, it is expected that ▇▇▇▇▇▇▇ will
receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules,
and regulations. ▇▇▇▇▇▇▇ will not disclose this information directly
or indirectly for ▇▇▇▇▇▇▇ or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in the
Company's securities or those of any of the Company's affiliated
companies.
12. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: ▇▇▇▇▇▇▇ represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by ▇▇▇▇▇▇▇, do not and shall not constitute an offer,
payment, or promise, or authorization of payment of any money or gift
to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.
These payments may not be used to influence any act or decision of an
official, party, or candidate in his, her, or its official capacity,
or to induce such official, party, or candidate to use his, her, or
its influence with a government to affect or influence any act or
decision of such government to assist the Company in obtaining,
retaining, or directing business to the Company or any person or
other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any
person acting in an official capacity for or on behalf of any
government; the term "government" includes any department, agency, or
instrumentality of a government.
13. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Delaware.
Signatures:
_______________________________ September 1, 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date
China Peregrine Food Corporation
_______________________________ September 1, 1999
▇▇▇ ▇. ▇▇▇▇▇▇ Date
President
China Premium Food Corporation
EXECUTIVE COMPENSATION AGREEMENTEMPLOYMENT CONTRACT
This Executive Compensation Agreement is made September 1, 2000, between
China Premium Food Corporation (the Company), a corporation organized and
existing under the laws of the state of Delaware, United States of America,
and ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a individual residing at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇)
1. Purpose: This Executive Compensation Agreement sets forth the
compensation of ▇▇▇▇▇▇▇▇▇ in connection with and for the performance
of his duties as Chairman of the Board of Directors of the Company.
2. Responsibilities: The Chairman is the chief officer of Company and,
subject to the control and direction of the Board of Directors, will
supervise the overall corporate and business affairs of the Company.
The Chairman will preside at all meetings of the Board of Directors.
From time to time, ▇▇▇▇▇▇▇▇▇, as Chairman, shall report on the status
of the business interests of the Company to the Board of Directors of
the Company. ▇▇▇▇▇▇▇▇▇ shall not assume any additional consulting or
employment positions with other businesses not presently held by him
during the initial six months of the term of this Agreement. The
Company may place a similar condition upon the continuation of
▇▇▇▇▇▇▇▇▇ as Chairman subsequent to the initial six month term of
this Agreement.
3. Salary: ▇▇▇▇▇▇▇▇▇ shall be paid the sum of $7,500 per month for the
six months commencing September 1, 2000 and ending February 28, 2001.
At the expiration of that six month period, the Compensation
Committee of the Board of Directors shall review ▇▇▇▇▇▇▇▇▇'▇ monthly
compensation and make a recommendation to the Board with respect to
any adjustment in that monthly amount. ▇▇▇▇▇▇▇▇▇'▇ monthly
compensation subsequent for the initial six month period shall be
determined by the agreement of the parties to this Compensation
Agreement.
4. Bonus Plan: In addition to the monthly compensation to be paid to
▇▇▇▇▇▇▇▇▇, he shall be entitled to participate in an executive bonus
plan, as follows:
4.1. ▇▇▇▇▇▇▇▇▇ shall receive options to purchase 100,000 of the
Company's common stock at the then current market price as a
bonus when the Company's common stock achieves and maintains a
closing price of $2.00 or more for sixty consecutive trading
days. The "then current market price" is defined to mean the
average closing price of the Company's common stock during such
sixty consecutive trading days. These options shall be
exercisable during the three year period commencing with the
date of their issue to ▇▇▇▇▇▇▇▇▇.
4.2. ▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the
Company's common stock achieves and maintains a closing price
of $3.00 or more for sixty consecutive trading days. The "then
current market price" is defined to mean the average closing
price of the Company's common stock during such sixty
consecutive trading days. These options shall be exercisable
during the three year period commencing with the date of their
issue to ▇▇▇▇▇▇▇▇▇.
4.3. ▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $4.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.4 ▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $5.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.5 If ▇▇▇▇▇▇▇▇▇ shall cease to serve as Chairman of the Board, the
exercise period for any options issued but not exercised shall
be the lesser of (i) the exercise period remaining for such
options or (ii) 365 days.
5. Compliance with The Company Policies and Regulations: ▇▇▇▇▇▇▇▇▇ will
execute his duties and responsibilities in strict accordance with
Company policies and regulations, approved budgets, and specific
directives.
6. Termination: ▇▇▇▇▇▇▇▇▇ shall serve as Chairman at the pleasure of the
Board of Directors. Either side may terminate this Agreement by
giving thirty calendar days written notice. ▇▇▇▇▇▇▇▇▇ may be
terminated as Chairman for cause only subsequent to five days written
termination notice to ▇▇▇▇▇▇▇▇▇, which notice shall specify the
grounds for termination for cause, and provide for the opportunity
for ▇▇▇▇▇▇▇▇▇ to address the Company's Board of Directors with
respect to the matters set forth in the written termination notice.
7. Confidentiality: ▇▇▇▇▇▇▇▇▇ agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial
information, records and reports, and data related to the operation
of the Company is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). ▇▇▇▇▇▇▇▇▇ shall not at
any time disclose, or after termination or expiration of this
Contract disclose, any Confidential Information to any person,
company, government, or use any Confidential Information in direct
competition with the business of the Company.
8. Commencement and Term: This Contract is effective with the signing by
both parties below as of September 1, 2000. As provided in this
document, this Agreement is subject to termination by the parties
upon appropriate notice.
9. Inside Information--Securities Laws Violations: In the course of the
performance of ▇▇▇▇▇▇▇▇▇'▇ duties, it is expected that ▇▇▇▇▇▇▇▇▇ will
receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules,
and regulations. ▇▇▇▇▇▇▇▇▇ will not disclose this information
directly or indirectly for ▇▇▇▇▇▇▇▇▇ or as a basis for advice to any
other party concerning any decision to buy, sell, or otherwise deal
in the Company's securities or those of any of the Company's
affiliated companies.
10. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: ▇▇▇▇▇▇▇▇▇ represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by ▇▇▇▇▇▇▇▇▇, do not and shall not constitute an offer,
payment, or promise, or authorization of payment of any money or gift
to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.
These payments may not be used to influence any act or decision of an
official, party, or candidate in his, her, or its official capacity,
or to induce such official, party, or candidate to use his, her, or
its influence with a government to affect or influence any act or
decision of such government to assist the Company in obtaining,
retaining, or directing business to the Company or any person or
other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any
person acting in an official capacity for or on behalf of any
government; the term "government" includes any department, agency, or
instrumentality of a government.
11. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Delaware, without choice of law
considerations.
Signatures:
______________________________ September 1, 2000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date
China Premium Food Corporation
_______________________________ September 1, 2000
▇▇▇ ▇. ▇▇▇▇▇▇ Date
President
China Premium Food Corporation
EXECUTIVE COMPENSATION AGREEMENT
This Executive Compensation Agreement is made December 1, 2000, between
China Premium Food Corporation (the Company), a corporation organized and
existing under the laws of the state of Delaware, United States of America,
and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇)
1. Purpose: This Executive Compensation Agreement sets forth the
compensation of ▇▇▇▇▇▇▇▇▇ in connection with and for the performance of his
duties as President and Chief Operating Officer of the Company.
2. Responsibilities: ▇▇▇▇▇▇▇▇▇ as President and Chief Operating
Officer shall be subject to the control and direction of the Board of
Directors, and shall have responsibility for and supervise the overall day
to day operations of the Company. These responsibilities will include:
financial (profits, sales, controls, budgets), sales management, marketing,
delivery, administration, operations, etc. ▇▇▇▇▇▇▇▇▇ shall report directly
to the Chief Executive Officer of the Company and, from time to time,
▇▇▇▇▇▇▇▇▇ shall report on the status of the business operations of the
Company to the Board of Directors. ▇▇▇▇▇▇▇▇▇ shall not assume any
additional consulting or employment positions with other businesses during
the term of this Agreement.
3. Salary: ▇▇▇▇▇▇▇▇▇ shall be paid the sum of $180,000 per year
commencing December 1, 2000. This salary will be paid in equal monthly
installments and shall be reviewed at each year-end, commencing December
31, 2001. The Company shall deduct the appropriate amount of all
applicable federal and state taxes from ▇▇▇▇▇▇▇▇▇'▇ salary payments, based
upon the deductions supplied to the Company by ▇▇▇▇▇▇▇▇▇.
4. Incentive Bonus Plan: In addition to the annual compensation to
be paid to ▇▇▇▇▇▇▇▇▇, he shall be entitled to participate in an executive
incentive bonus plan, as follows:
Signing Bonus - Common Stock
4.1. ▇▇▇▇▇▇▇▇▇ shall receive 100,000 shares of the Company's common
stock as an incentive for employment with the Company and for
his anticipated future services. This common stock shall be
issued contemporaneous with the effective date of this
Agreement.
Signing Bonus - Options
4.2. A one-time grant of options for 400,000 shares of the Company's
common stock at an exercise price of $0.75 per share shall be
awarded as an incentive for ▇▇▇▇▇▇▇▇▇ to accept employment with
the Company and for his anticipated future services. These
options shall be vested over a two year period, with 50%vested
on December 31, 2001 and 50% vested on December 31, 2002. Once
these options are vested, they shall have a three year exercise
period. The Stock Option Agreement between the Company and
▇▇▇▇▇▇▇▇▇ shall govern the detailed terms and conditions for
these options.
Performance Bonus - Options
4.3. $1.00 Options. Subsequent to "vesting" as provided herein,
▇▇▇▇▇▇▇▇▇ shall receive options to purchase 100,000 of the
Company's common stock at the then current market price as a
bonus when the Company's common stock achieves and maintains a
closing price of $1.00 or more for sixty consecutive trading
days. The "then current market price" is defined to mean the
average closing price of the Company's common stock during such
sixty consecutive trading days. These options shall be
exercisable during the three year period commencing with the
date of their issue to ▇▇▇▇▇▇▇▇▇.
4.4. $2.00 Options. Subsequent to "vesting" as provided herein,
▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $2.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.5. $3.00 Options. Subsequent to "vesting" as provided herein,
▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $3.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.6. $4.00 Options. Subsequent to "vesting" as provided herein,
▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $4.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.7. $5.00 Options. Subsequent to "vesting" as provided herein,
▇▇▇▇▇▇▇▇▇ shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $5.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to ▇▇▇▇▇▇▇▇▇.
4.8. Vesting Schedule. ▇▇▇▇▇▇▇▇▇ shall be entitled to have the
options set forth in Sections 4.3 through 4.9 herein issued
to him only (i) when the conditions for issuance contained in
Sections 4.1 through 4.6 herein are satisfied and (ii)
subsequent to the "vesting" dates set forth in the following
"vesting" schedule.
Vesting $1.00 Options $2.00 Options $3.00 Options $4.00 Options 5.00
Options
Dates
12/31/2001 50% 50% 50% 50% 50%
12/31/2002 50% 50% 50% 50% 50%
General Conditions - Options
4.9. Provided that, these Signing and Performance Options shall vest
only if ▇▇▇▇▇▇▇▇▇ is employed by the Company on the applicable
Vesting Date. If ▇▇▇▇▇▇▇▇▇ is not employed by the Company on
the applicable Vesting Date, then the option to purchase common
shares appurtenant to such performance option shall be null and
void and ▇▇▇▇▇▇▇▇▇ shall not have the right or claim to
purchase such common shares.
4.10. If ▇▇▇▇▇▇▇▇▇ shall cease to serve as President and Chief
Operating Officer of the Company, the exercise period for any
options issued but not exercised shall be the lesser of (i) the
exercise period remaining for such options or (ii) 365 days.
5. Compliance with The Company Policies and Regulations: ▇▇▇▇▇▇▇▇▇
will execute his duties and responsibilities in strict accordance with
Company policies and regulations, approved budgets, and specific
directives.
6. Termination: ▇▇▇▇▇▇▇▇▇ shall serve as President and Chief
Operating Officer of the Company at the pleasure of the Board of Directors.
Either side may terminate this Agreement
without cause by giving six calendar months written notice after the
expiration of the two (2) year term of this Contract. ▇▇▇▇▇▇▇▇▇ may be
terminated for cause immediately, but only subsequent to five days written
termination notice to ▇▇▇▇▇▇▇▇▇, which notice shall specify the grounds for
termination for cause, and provide for the opportunity for ▇▇▇▇▇▇▇▇▇ to
address the Company's Board of Directors with respect to the matters set
forth in the written termination notice. Termination for cause may
include, without limitation, insubordination, moral turpitude, commission
of a crime, or actions which in the judgment of a majority of the Board of
Directors are inconsistent with the positions of President and Chief
Operating Officer of a publicly reporting company.
7. Confidentiality: ▇▇▇▇▇▇▇▇▇ agrees and acknowledges that acquired
information and knowledge concerning the business operations of the Company
and its subsidiaries, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company and
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). ▇▇▇▇▇▇▇▇▇ shall not disclose
any Confidential Information to any person, company, government, or use any
Confidential Information in direct competition with the business of the
Company or any of the Company's subsidiaries at any time during the term of
this Contract or for a period of one year after termination or expiration
of this Contract.
8. Commencement and Term: This Contract is effective with the
signing by both parties below as of December 1, 2000. This contract shall
have a two (2) year term. As provided in this document, this Contract is
subject to termination by the parties upon appropriate notice.
9. Inside Information--Securities Laws Violations: In the course of
the performance of ▇▇▇▇▇▇▇▇▇'▇ duties, it is expected that ▇▇▇▇▇▇▇▇▇ will
receive information that is considered material inside information within
the meaning and intent of the federal securities laws, rules, and
regulations. ▇▇▇▇▇▇▇▇▇ will not disclose this information directly or
indirectly for ▇▇▇▇▇▇▇▇▇ or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in the Company's
securities or those of any of the Company's affiliated companies.
10. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: ▇▇▇▇▇▇▇▇▇ represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by ▇▇▇▇▇▇▇▇▇, do not and shall not constitute an offer, payment,
or promise, or authorization of payment of any money or gift to an official
or political party of, or candidate for political office in, any
jurisdiction within or outside the United States. These payments may not
be used to influence any act or decision of an official, party, or
candidate in his, her, or its official capacity, or to induce such
official, party, or candidate to use his, her, or its influence with a
government to affect or influence any act or decision of such government to
assist the Company in obtaining, retaining, or directing business to the
Company or any person or other corporate entity. As used in this
Paragraph, the term "official" means any officer or employee of a
government, or any person acting in an official capacity for or on behalf
of any government; the term "government" includes any department, agency,
or instrumentality of a government.
11. Governing Law. This Agreement is subject to and shall be
interpreted in accordance with the laws of Delaware, without choice of law
considerations.
Signatures:
_______________________________ December 1, 2000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date
China Premium Food Corporation
_______________________________ December 1, 2000
▇▇▇ ▇. ▇▇▇▇▇▇ Date
Chief Executive Officer
China Premium Food Corporation
EMPLOYMENT AGREEMENT
This employment agreement is between China Premium Food Corporation
(the Company), a corporation organized and existing under the laws of the
state of Delaware, United States of America, having a place of business at
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
of ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and a citizen of the United
States of America (▇▇▇▇▇▇▇).
1. Position ▇▇▇▇▇▇▇ will assume and perform the duties associated with
the position of Senior Vice President Sales for the Company. The parties
understand and agree that, from time to time, ▇▇▇▇▇▇▇ will be directed to
perform these services for subsidiaries of the Company. Notwithstanding
the performance of services for subsidiaries of the Company, ▇▇▇▇▇▇▇ at all
times will remain an employee of and be compensated by the Company.
2. Responsibilities. ▇▇▇▇▇▇▇ shall have overall responsibilities for the
Company's sales and marketing operations. These responsibilities will
include: financial (sales, controls, budgets), sales management, marketing,
delivery, sales administration and sales operations.
3. Salary. The annual salary for this position shall be US$110,000,
paid in twelve equal monthly installments. This salary will be reviewed at
each contract year-end by the Company's Compensation Committee of the Board
of Directors. The Company shall deduct the appropriate amount of all
applicable federal taxes from ▇▇▇▇▇▇▇'▇ salary payments, based upon the
deductions supplied to the Company by ▇▇▇▇▇▇▇.
4. Bonus. The Company shall establish a bonus plan for ▇▇▇▇▇▇▇, which
shall have the following elements:
(a) First Year Signing Bonus. Contemporaneous with the execution of
this agreement, ▇▇▇▇▇▇▇ shall receive options for a total of 50,000 shares
of the Company's common stock as a first year signing bonus. These options
shall have an exercise price of $0.69 per share, shall immediately vest
upon issuance and shall be exercisable for a period of five years, all as
set forth in an option agreement to be executed between the Company and
▇▇▇▇▇▇▇.
(b) First Annual Bonus. Contemporaneous with May 31, 2001, ▇▇▇▇▇▇▇
shall receive options for a total of 50,000 shares of the Company's common
stock. These options shall have an exercise price equal to the trading
price of the Company's common stock on May 31, 2001, shall immediately vest
upon issuance and shall be exercisable for a period of five years, all as
set forth in an option agreement to be executed between the Company and
▇▇▇▇▇▇▇.
(c) Second Annual Bonus. Contemporaneous with May 31, 2002,
▇▇▇▇▇▇▇ shall receive options for a total of 50,000 shares of the Company's
common stock. These options shall have an exercise price equal to the
trading price of the Company's common stock on May 31, 2002, shall
immediately vest upon issuance and shall be exercisable for a period of
five years, all as set forth in an option agreement to be executed between
the Company and ▇▇▇▇▇▇▇.
(d) Third Annual Bonus. Contemporaneous with May 31, 2003, ▇▇▇▇▇▇▇
shall receive options for a total of 50,000 shares of the Company's common
stock. These options shall have an exercise price equal to the trading
price of the Company's common stock on May 31, 2003, shall immediately vest
upon issuance
and shall be exercisable for a period of five years, all as set forth in an
option agreement to be executed between the Company and ▇▇▇▇▇▇▇.
(e) Quarterly Bonus. ▇▇▇▇▇▇▇ shall receive as bonus of $16,250 as
of the end each contract quarter, commencing with the contract quarter
ending August 31, 2000. This quarterly bonus shall be paid to ▇▇▇▇▇▇▇ by
the issuance to him of 16,250 shares of the Company's freely tradeable
common stock, which shall issued pursuant to and upon the filing of a Form
S-8 registration statement by the Company. This quarterly bonus will be
reviewed at each contract year-end by the Company's Compensation Committee
of the Board of Directors.
(f) The options described in sections 4.(b) (c) and (d) shall be
issued immediately upon the sale or transfer of in excess of 80% of the
Company's assets, as valued in the then last financial statement filed with
the Securities and Exchange Commission, to an unrelated thrid party or
upon the tender offer by an unrelated third party for in excess of 80% of
the then issued and outstanding common stock of the Company; in determining
the total issued and outstanding common stock of the Company, the common
stock underlying any series of the Company's convertible preferred shall be
included. The exercise price of the options issued pursuant to this section
4 (f) shall have an exercise price equal to the trading price of the
Company's common stock on the day of issue.
5. Corporate Benefits. The Company shall provide the same corporate
benefits (medical, etc.) to ▇▇▇▇▇▇▇ as it provides to its other US
employees. In addition, the Company shall pay the annual premium for
▇▇▇▇▇▇▇ $1,000,000 personal life insurance.
6. Compliance with The Company Policies and Regulations. ▇▇▇▇▇▇▇ will
execute his duties and responsibilities in strict accordance with Company
policies and regulations, approved budgets, and specific directives.
Further, ▇▇▇▇▇▇▇ shall be responsible, and accountable, for the employees
under his responsibility to also abide by these policies and regulations.
In the event ▇▇▇▇▇▇▇ would be found, among other things, negligent in his
performance of his responsibilities, including compliance with Company
policies and procedures, he would be subject to termination for cause.
7. Termination. The parties may terminate this employment agreement by
mutual consent. ▇▇▇▇▇▇▇ may be terminated for cause only subsequent to
fifteen days written termination notice to ▇▇▇▇▇▇▇, which notice shall
specify the grounds for termination for cause, and the opportunity for
▇▇▇▇▇▇▇ to address the Executive Committee of the Company's Board of
Directors with respect to the matters set forth in the written termination
notice. If the present senior executive management of the Company changes
and ▇▇▇▇▇▇▇ is terminated without cause by new senior executive management,
▇▇▇▇▇▇▇ shall be entitled to receive whatever bonus plan benefits that
would have become due to ▇▇▇▇▇▇▇ for the six month period following such
termination.
8. Confidentiality. ▇▇▇▇▇▇▇ agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company or
its subsidiaries is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). ▇▇▇▇▇▇▇ shall not at any time
disclose, or after termination or expiration of this agreement, disclose
any Confidential Information to any person, company, government, or use and
Confidential Information in direct competition with the business of the
Company for a period of one year subsequent to the termination or
expiration of this agreement.
9. Commencement and Term. This agreement is effective with the signing
by both parties below as of June 1, 2000. Except as otherwise provided in
this document, this Contract shall be valid for three years and
shall automatically renew under the same terms and conditions unless thirty
(30) days prior to the expiration date one, or both, of the parties
notifies the other party of the intention to terminate, or modify, this
agreement.
10. Inside Information--Securities Laws Violations. In the course of the
performance of ▇▇▇▇▇▇▇'▇ duties, it is expected that ▇▇▇▇▇▇▇ will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
▇▇▇▇▇▇▇ will not disclose this information directly or indirectly for
▇▇▇▇▇▇▇ or as a basis for advice to any other party concerning any decision
to buy, sell, or otherwise deal in the Company's securities or those of any
of the Company's affiliated companies.
11. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. ▇▇▇▇▇▇▇ represents and warrants that (a) all payments
under this agreement constitute compensation for services performed and (b)
this agreement and all payments, and the use of the payments by ▇▇▇▇▇▇▇, do
not and shall not constitute an offer, payment, or promise, or
authorization of payment of any money or gift to an official or political
party of, or candidate for political office in, any jurisdiction within or
outside the United States. These payments may not be used to influence any
act or decision of an official, party, or candidate in his, her, or its
official capacity, or to induce such official, party, or candidate to use
his, her, or its influence with a government to affect or influence any act
or decision of such government to assist the Company in obtaining,
retaining, or directing business to the Company or any person or other
corporate entity. As used in this paragraph, the term "official" means any
officer or employee of a government, or any person acting in an official
capacity for or on behalf of any government; the term "government" includes
any department, agency, or instrumentality of a government.
12. Miscellaneous. (a) This agreement is subject to and shall be
interpreted in accordance with the laws of Delaware, without choice of law
considerations; (b) This agreement cannot be modifies except in writing
executed by the parties.
China Premium Food Corporation
_________________ __________________________________
Date ▇▇▇ ▇. ▇▇▇▇▇▇, President
_________________ __________________________________
Date ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Bravo! Foods, Inc.
EMPLOYMENT CONTRACT
This Employment Contract is made this ____ day of November, 2000 (effective
July 1, 2000), by and between Bravo! Foods, Inc. (the Company), a
subsidiary of China Premium Food Corporation, a corporation organized and
existing under the laws of the state of Delaware and having a place of
business at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, United
States of America, and ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, residing at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and a citizen of the United States of
America (▇▇▇▇▇▇▇▇).
1. Position. This Contract is for the positions of President and Chief
Operating Officer, an employment position with the Company.
2. Responsibilities. ▇▇▇▇▇▇▇▇ shall have such responsibilities as are
customary and appropriate for these positions , including overall
responsibilities for the Company's operations. These responsibilities will
include: financial (profits, sales, controls, budgets), production, sales
management, marketing, delivery, operations, etc. ▇▇▇▇▇▇▇▇ will, on a day-
to-day basis, have overall responsibility as directed by the Board of
Directors. ▇▇▇▇▇▇▇▇ shall report directly to the Board of Directors of the
Company or to the Chief Executive Officer, or to the Chairman, at the
discretion of the Board.
3. Salary and Bonus.
3.1 Salary. Commencing July 1, 2000, the annual salary for this
position shall be US$120,000.00, paid in twelve equal monthly
installments. This salary, and other cash compensation, shall be
distributed in US dollars or other currency that best suits the needs
of ▇▇▇▇▇▇▇▇ and the Company. This salary will be reviewed and
adjusted at each contract year-end. The Company shall deduct the
appropriate amount of all applicable taxes from ▇▇▇▇▇▇▇▇'▇ salary
payments, based upon the deductions supplied to the Company by
▇▇▇▇▇▇▇▇.
3.2 Bonus.
3.2.1 ▇▇▇▇▇▇▇▇ shall receive a minimum bonus of $30,000.00 for
the first year, payable quarterly at the rate of $7,500.00.
3.2.2 In addition, during the term of this contract, ▇▇▇▇▇▇▇▇
shall receive performance bonuses based upon his participation in the
procurement of processor dairies as participants in the Company's
branded flavored milk licensing, marketing and promotion program, as
set forth below. ▇▇▇▇▇▇▇▇ shall be entitled to such bonuses when a
processor dairy executes a binding Production Contract with the
Company for the processing of Branded Flavored Milk Products, and
shall be paid 90 days after the first sale of Branded Flavored Milk
Products by such processor dairy. The amount of the bonus shall be
determined by the size of the participating processor dairy, based
upon the number of employees of such dairy, as set forth below. The
number of employees to be attributed to a processor dairy for use in
this performance based bonus program shall be as then currently
reported by the International Association of Food Industry Suppliers.
A performance bonus shall be due notwithstanding that such processor
dairy enters into a co-packer agreement with a third party dairy for
the actual processing of the flavored milk product.
Size of Processor Dairy One Time Bonus Amount
----------------------- ---------------------
(number of employees) (per new participant)
More than 250 $30,000
101 to 250 $15,000
51 to 100 $10,000
26 to 50 $ 5,000
4. Stock Grant and Options. ▇▇▇▇▇▇▇▇ shall receive a one-time grant of
incentive options to purchase 150,000 shares of the Company's common stock
a price of $0.55 per share, which grants shall be awarded immediately as a
signing bonus under this compensation plan. The common stock underlying
these options represents15% of the total issued and outstanding common
stock of Bravo! on a fully diluted basis, as of the date of the option
grant. These options shall be exercisable immediately and for a five year
period ending June 30, 2005. These options shall be governed by a separate
Incentive Stock Option Agreement between ▇▇▇▇▇▇▇▇ and the Company.
5. Corporate Benefits. The Company shall provide the same corporate
benefits (medical, etc.) to ▇▇▇▇▇▇▇▇ as it provides to its other US
employees.
6. Compliance with The Company Policies and Regulations. ▇▇▇▇▇▇▇▇ will
execute his duties and responsibilities in strict accordance with Company
policies and regulations, approved budgets, and specific directives.
Further, ▇▇▇▇▇▇▇▇ shall be responsible, and accountable, for the employees
under his responsibility to also abide by these policies and regulations.
In the event ▇▇▇▇▇▇▇▇ would be found, among other things, negligent in his
performance of his responsibilities, especially as it relates to compliance
with Company policies and procedures, he will be subject to termination for
cause.
7. Termination and Severance Package. Either side may terminate
▇▇▇▇▇▇▇▇'▇ employment by giving one calendar month written notice.
▇▇▇▇▇▇▇▇ may be terminated for cause only subsequent to five days written
termination notice to ▇▇▇▇▇▇▇▇, which notice shall specify the grounds for
termination for cause, and the opportunity for ▇▇▇▇▇▇▇▇ to address the
Executive Committee of the Company's Board of Directors with respect to the
matters set forth in the written termination notice. If ▇▇▇▇▇▇▇▇ is
terminated without cause during the first two employment years, he shall
receive a severance package consisting of seven months salary.
8. Confidentiality. ▇▇▇▇▇▇▇▇ agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company is
confidential and secret (the foregoing hereinafter referred to as
"Confidential Information"). ▇▇▇▇▇▇▇▇ shall not at any time disclose, or
after
termination or expiration of this Contract disclose, any Confidential
Information to any person, company, government, or use and Confidential
Information in direct competition with the business of the Company.
9. Commencement and Term. This Contract is effective with the signing
by both parties below as of July 1, 2000. Except as otherwise provided in
this document, this Contract shall be valid for two contract years,
terminating June 30, 2002.
10. Inside Information--Securities Laws Violations. In the course of the
performance of ▇▇▇▇▇▇▇▇'▇ duties, it is expected that ▇▇▇▇▇▇▇▇ will receive
information that is considered material inside information within the
meaning and intent of the federal securities laws, rules, and regulations.
▇▇▇▇▇▇▇▇ will not disclose this information directly or indirectly for
▇▇▇▇▇▇▇▇ or as a basis for advice to any other party concerning any
decision to buy, sell, or otherwise deal in the Company's securities or
those of any of the Company's affiliated companies.
11. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. ▇▇▇▇▇▇▇▇ represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by ▇▇▇▇▇▇▇▇, do not and shall not constitute an offer, payment, or
promise, or authorization of payment of any money or gift to an official or
political party of, or candidate for political office in, any jurisdiction
within or outside the United States. These payments may not be used to
influence any act or decision of an official, party, or candidate in his,
her, or its official capacity, or to induce such official, party, or
candidate to use his, her, or its influence with a government to affect or
influence any act or decision of such government to assist The Company in
obtaining, retaining, or directing business to The Company or any person or
other corporate entity. As used in this Paragraph, the term "official"
means any officer or employee of a government, or any person acting in an
official capacity for or on behalf of any government; the term "government"
includes any department, agency, or instrumentality of a government.
12. Trade Secrets and Unfair Competition. The parties to this Agreement
understand and agree that the business of the Company is unique. The
parties further understand that in the course of rendering services to the
Company as an employee, officer or director, ▇▇▇▇▇▇▇▇ will have access to
the Company's confidential and proprietary information and trade secrets,
including technical, e-commerce, financial, licensing contacts, dairy
industry contacts and marketing data, customer lists and other items of
proprietary information (collectively called "Confidential Information").
The use of Confidential Information or the solicitation of the Company's
clients, customers or business associates either directly or indirectly by
▇▇▇▇▇▇▇▇, during the term of this Agreement or after termination of
▇▇▇▇▇▇▇▇'▇ employment or other involvement in the Company as an officer or
director, would materially and adversely affect the Company and its
shareholders economically and otherwise. Accordingly, as an inducement to
the Company to enter into this Agreement, ▇▇▇▇▇▇▇▇ agrees during the term
of this agreement and, if subsequent to the termination of this Agreement,
for three (3) years from and after the later of the date of termination of
▇▇▇▇▇▇▇▇'▇ employment or involvement in the Company as an officer or
director:
(a) not to directly or indirectly divulge, sell, transfer, or
utilize any Confidential Information to or for the benefit of any
person, firm, business, or corporation, without the prior written
consent of the Company;
(b) not to solicit or assist in the solicitation of any of the
Company's employees or customers, licensors, clients or business
associates, either directly or indirectly, for the purpose of
engaging in or assisting, in any way, a competing business; and
(c) not to accept the position as an employee of or a consultant to
or be or become, directly or indirectly, the owner to any of the
outstanding equity interest in any entity in a business which
directly or indirectly competes with the business of the Company.
13. Employment to be Full Time. During his period of employment by the
Company, ▇▇▇▇▇▇▇▇ will devote his full time and best efforts solely to the
business of the Company and, except as agreed to in writing by the Company,
to the exclusion of all other business activities and during such period of
employment, and for a period of three (3) years thereafter, ▇▇▇▇▇▇▇▇ will
take no action prejudicial to the financial condition, business affairs or
prospects of the Company. Nothing contained herein shall prohibit the
▇▇▇▇▇▇▇▇ from (a) owing less than 10% of any class of securities of a
corporation which is publicly held or (b) from owning any class of
securities of or being a partner in any other corporation or business not
competing directly or indirectly with the Company.
14. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Florida without choice of law considerations
and cannot be modified except in a written modification executed by the
parties.
_______________________________ __________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date
Bravo! Foods, Inc.
By_____________________________ __________________
▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer Date