EXHIBIT 10.6
TERMS AND CONDITIONS OF EMPLOYMENT
This document, together with the definitions contained in Exhibit "A"
(which is incorporated herein by reference), sets forth the terms and conditions
of employment between ▇▇▇▇▇' Ribs International, Inc. (herein referred to as the
"Company') and the person who signs this agreement on the signature page as the
Employee (herein referred to as the "Employee").
1. Position. The Employee's position is Chief Executive Officer of the
Company.
2. Term. The term of this agreement is 5 years commencing the date of
execution of this agreement and thereafter renewable on a yearly basis,
terms to be agreed upon by mutual consent.
3. Employment Compensation. The company hereby employs or continues to
employ employee as an employee, on the terms and conditions set forth
herein, and Employee accepts such employment. Employee's employment and
compensation may be terminated by the Company at any time, with or
without cause. The Board of Directors of the Company or its designee
hereunder shall determine Employee's salary and compensation for
services.
The Employee will receive an annual salary $200,000.00 payable
consistent with company policy, which currently is in twenty-six equal
payments. Additionally, the Employee will receive:
a) A PPO Health insurance for Employee and spouse, acceptable to
Company and Employee, to include, without limitation, health
coverage, dental, vision, and life insurance;
b) Company car with monthly lease payments not to exceed $650.00.
Company to pay for all costs of car;
c) The Employee will be offered any new benefits which may be
provided to Employees in the future, including without
limitation a 401K plan;
d) The Company will pay all business related expenses. Company
will provide Employee with a Company credit card;
e) Paid holidays of four weeks in any calendar year and not to be
taken more than two consecutive weeks at each time;
f) Company will provide Employee a Stock Option Plan as soon as
possible said plan to be mutually acceptable and approved by
the Board of Directors of the Company;
g) Company will provide Employee with a Bonus Plan described
below;
h) Employees compensation may be reviewed by the Company at any
time but no less one per year.
Bonus Plan Bonus
% of Achievement to Yearly Budget Achievement (% of Annual Salary)
--------------------------------------------- --------------------
70% 50%
80% 75%
90% 90%
100% 100%
110% 150%
The percentage of achievement as defined in the Annual Approved Budget.
If the percentages stated on the left column are met, employee will receive the
specified bonus in the column on the
Page 1 of 5
right. The bonus is the specified percentage of employee's annual gross salary.
These bonuses will be paid to employee 60 days following fiscal year-end of
Company.
4. Duties and Responsibilities. Employee shall devote best efforts to the duties
and responsibilities assigned by the Company, and shall abide by this Agreement
and the Company's Operations Policies. Employee hereby acknowledges that
employee may be required to work beyond standard working hours in order to
perform his duties hereunder. Employee shall not be entitled to compensation for
overtime or extra hours worked in performance of his duties hereunder except
required by law. The Employee will receive the title of Chief Executive Officer
of the Company and report directly to the Board of Directors of the Company. The
Employee will perform such duties as described in the Employees job description
said job description to be mutually develop within 30 days following
commencement of employment.
5. Confidential Information. Employee shall not disclose to any person
whatsoever or use any trade secrets or Confidential information of the Company,
as defined in exhibit "A" hereto, other than as necessary in the fulfillment of
this Agreement in the course of employment. This paragraph shall be effective
during the term hereof and for one (1) year after termination of employment.
6. Inventions: Works for Hire. The Company and Employee acknowledge that in the
course of Employee's employment by the Company, Employee may from time to time
create programs, program modifications, documentation and other writings or
works, including, without limitation, manuals, pamphlets, instructional
materials and other writings or works, including, codes, files, tapes, or other
copyrightable material, or portions thereof, that may be created within or
without the Company's facilities and before, during, or after normal business
hours. All such works authored, written, conceived, originated or discovered in
whole or in part by Employee which result from any work performed for the
Company or related to or useful in the business are and shall be exclusive
property of the Company, and Employee shall cooperate with the Company in the
protection of the Company's copyrights and proprietary rights therein and, to
the extent deemed desirable by the Company, the registration of such copyrights.
Employee hereby assigns to the Company all of Employee's right, title and
interest in and to any and all Inventions, processes, systems, and creations,
whether or not patentable or copyrightable, that Employee may conceive, develop,
create, or assist in whole or in part, during his employment with the Company,
whether or not during normal working hours. Employee shall sign and deliver all
documents relative to said inventions requested by the Company for the purpose
of confirming the Company's title thereto.
7. Company Property. Employee shall, upon request of the Company, and without
request promptly on termination of employment, deliver all Company Property in
Employee's possession or control to the Company. Employee acknowledges and
agrees that title to all Company Property is vested in the Company.
8. Assignability. The services to be performed by Employee pursuant to the
Agreement are unique and accordingly, Employee shall not have the power to
assign this Agreement or Employee's performance of Employee's duties and
obligations pursuant to this Agreement. The Employer has the right to assign
this agreement.
9. Choice of Law. This Agreement may be executed in one or more counterparts,
each of which shall be deemed original, but all of which shall together
constitute one and the same instrument. The Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida. The
parties agree that any disputes concerning the interpretation, validity,
enforceability, and to exercise any remedies from an alleged breach hereof shall
be adjudicated in the Superior Court for the county where the Seller's principal
executed office is
Page 2 of 5
located at the time of the dispute, or the applicable district and division of a
federal court having venue for disputes in the same county.
10. Termination. This Agreement shall continue in full force and effect of the
date hereof until terminated. The Employee may terminate this Agreement, with or
without cause, not less than seven (7) days' written notice of termination to
the Company. The Company may terminate this Agreement, with or without cause,
not less than seven (7) days' written notice of termination to the Employee. In
the case of termination without cause, the Company will: (a) pay in cash to the
Employee at the time of written notice the equivalent of three (3) years salary
based on the immediate preceding 12-months salary; (b) acquire all stock, stock
options, and warrants owned by the Employee at the time of termination at the
immediate previous 30-day average closing price of the stock; and (c) the
continuation of full benefits for 1-year. In the case of termination with cause,
with cause being defined as the Employees inability to work consecutively for
nine (9) months, the Company will: (a) pay in cash to the Employee one-months
salary as severance.
11. Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties and all promises, representations, warranties or
inducements made by either party to the other, not specifically made in writing
or made a part hereof by reference, or expressly superseded and should have no
force or effect whatsoever. This Agreement may not be amended except in writing
signed by both parties.
12. Severability. If any provisions of this Agreement (including section 6
hereof) are invalid or unenforceable by any rule of law or public policy, this
Agreement shall be construed so as to delete here from the invalid or
unenforceable covenant or provision. To the extent of that any provision is
invalid or unenforceable but may be valid or enforceable by limitation thereof,
then such provision shall be enforceable to the fullest extent permitted under
the law of the jurisdiction in which enforcement is sought; and if any
particular provision is held to be invalid, illegal or unenforceable, all the
other covenants, terms, conditions and provisions shall be and remain in full
force and effect.
13. Binding Effect. This Agreement shall be governed by the laws of the State of
Florida and shall be binding upon and inure to the benefit of each respective
party's heirs, successors, legal representatives, executors and assigns.
14. Definitions. Any word used in this Agreement which is defined in the
attached definitions (set forth on Exhibit "A" and incorporated herein by this
reference) shall have the meaning set forth in said definitions.
Signed this 1st day of April, 2003
THE COMPANY
▇▇▇▇▇' RIBS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Member of Board of Directors
THE EMPLOYEE
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Page 3 of 5
DEFINITIONS
(a) Agreement. The Terms and Conditions of Employment, together with
all material incorporated by reference. In the event of any inconsistency
between the Agreement and any Operations Policies, this Agreement shall control.
(b) Company. ▇▇▇▇▇' Ribs International, Inc., a Florida corporation,
and any successor or assignee thereof.
(c) Company Property. All property, including, without limitation,
real, personal, tangible, including all computer programs, educational or
instructional materials, inventions, Confidential Information, trade secrets,
facilities, trade names, logos, patents, copyrights and all tangible materials
and supplies (whether originals or duplicates and including, but not limited to,
computer diskettes, brochures, materials, sample products, video tape cassettes,
film, catalogs, books, records, manuals, sales presentation literature, training
materials, calling or business cards, customer records, customer files, customer
names, addresses, and phone numbers. Operations Policies, directives,
correspondence, documents, contract, orders, messages, memoranda, notes,
circulars, agreements, bulletins, invoices and receipts), which in any way
pertain to the Company's business whether furnished to Employee by the Company
or prepared, compiled or acquired by Employee while employed by the Company, all
being the sole property of the Company.
(d) Compensation. Any and all payments, remuneration and benefits
provided to Employee by the Company, regardless of the form thereof. Such
compensation as is paid to Employee shall be conclusively deemed legally
sufficient consideration for this Agreement.
(e) Confidential Information; Trade Secrets. All information or
material regarding the company's business that has or could have commercial
value or other utility in the business in which the Company is engaged or
contemplates engaging, or information which if disclosed without authorization
could be detrimental to the business of the Company, including, but not limited
to, its business plans, marketing plans, methods of operations, products,
software programs, documentations of programs, programming procedures,
algorithms, formulas, equipment and techniques, existing and contemplated
services, inventions, systems, devices (where or not patented), financial
information's and practices, plans, pricing, and marketing techniques, proposals
or bids for actual or potential customer, names, addresses and phone numbers of
the Company's Customers, credit information and financial data of the Company's
and the Company's Customers, particular business requirements of the Company's
Customers, and special methods and processes involved in designing, producing,
and selling the company's products and services, all shall be deemed
Confidential Information and trade secrets and the Company's exclusive property;
provided, however, that Confidential Information shall not include information
that has entered the public domain other than through the actions of Employee.
(f) Customer. Each person, corporation, firm, partnership or other
entity whatsoever which has purchased or shall purchase any of the Company's
Products or Services during the term of the employment of Employee.
(g) Employee. The person signing this Agreement as Employee, regardless
of any title or duties which may be now or hereafter assigned to such person by
the Company. This Agreement shall govern the employment relationship in any and
all such situations.
(h) Inventions. Any and all discoveries, Any and all discoveries,
designs, devices, systems, software and other programs, processes, products,
patents and any other creation, improvement, application, technique or invention
similar to or relating to devices, processes, systems, products, or services
utilized and/or offered by the Company.
Page 4 of 5
(i) Material Contact. Material Contact means interaction between the
Employee and the Customer or potential Customer which takes place in an effort
to further the business relationship, and shall be deemed to exist between the
Employee and each Customer or potential Customer of the Company one (1) with
whom the Employee dealt; two (2) whose dealings with the company were
coordinated or supervised by the Employee; or (3) about whom the Employee
obtained and used confidential information in the ordinary course or business as
a result of such Employee's association with the Company; within one (1) years
prior to the date of the Employee's termination hereof.
(j) Operations Policies. All written procedures, policies,
instructions, from the Company's officers or managers, and all other written
communications from the Company to Employees individually, or to all the
Company's employees. Said Operations Policies are hereby incorporated herein and
expressly made apart of this Agreement by this reference thereto.
(k) Products and Services. All goods, products, systems, programs,
opportunities, and services, now or hereafter offered for sale, license or lease
by the Company to Customers and prospective Customers.
(l) Termination. Cessation of this employment contract and the
underlying employment relationship, whether by action of the Employee or the
Company, and whether voluntary or involuntary. Termination hereof may be with or
without cause.
PLEASE INITIAL:
COMPANY PS
EMPLOYEE JC
Page 5 of 5