EMPLOYMENT AGREEMENT
Exhibit A
This Agreement made and entered into, effective May 30, 2000, by and between:
Health Express U.S.A., Inc. a Florida corporation ( the "Company" ),
and
Bruno Sartori ("Employee"), an individual residing at 231 Marine Court,
Apt. 2, Lauderdale By The Sea, Florida, 33308.
WHEREAS, the Employee is employed by and is key executive of the Company; and
WHEREAS, the Company desires to continue to employ the Employee, and the
Employee is willing to accept such employment, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employment. The Company hereby employs the Employee as its Chief Financial
Officer, on the terms hereinafter set forth, for a period of two (2) years three
months from the date of this Agreement, and the Employee hereby accepts such
employment
2. Duties. The Employee will render services in such executive, supervisory,
management and general administrative capacities as the Board of Directors of
the Company shall from time to time determine. Without limiting the foregoing,
the Employee will act as an Chief Financial Officer of the Company and, in that
capacity, will be responsible for overseeing the operations of the restaurants
owned by the Company and will perform such duties, and exercise such authority,
as are customarily exercised by such an officer.
The main office of the Company, which is located at 275 Commercial Blvd. Suite
260, Fort Lauderdale, Florida, will constitute the Employee's base of
operations, and the Employee will not be required to render services on a
permanent basis outside of that location. The Employee agrees, however, to
render any required services away from the main office on a temporary basis and
to travel wherever the Company may reasonably require. In connection with all
such trips, the Employee will be advanced, or reimbursed for, all reasonable
travel and living expenses; provided that he submits appropriate documentation
for such expenses satisfactory to the Company.
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3. Exclusivity. The Employee will devote all of their working time to performing
their duties under this Agreement, and during their employment with the company
the Employee will not 1.
(i) act for their own account in any manner which is competitive with any of the
business of the Company or which would interfere with the performance of their
duties under this Agreement, or ( ii ) invest or have any financial interest,
direct or indirect, in any business competitive with any of the business of the
Company.
4. Compensation.
4.1 Compensation. The Company will provide the following compensation
for services rendered to the Company by the Employee:
(i) Options for 150,000 Restricted shares of common stock of the
Company at prices per share as outlined below, subject to the terms of a stock
option agreement attached as Exhibit B. the options shall be exercisable at
prices and pursuant to a schedule as follows:
(a) At any time between August 31, 2000 and August 31, 2002,
Employee may exercise up to 150,000 options at a price of $1.31 per share.
(ii) Restricted shares of common stock of the Company in the amount of
21,000 shares granted as follows:
9,000 restricted shares granted June, 2000
6,000 restricted shares granted October, 2000
6,000 restricted shares granted December, 2000
4.2 Deductions. The Company will deduct and withhold from any compensation
payable to the Employee under this Agreement such amounts as the Company is
required to deduct and withhold by law.
5. Expenses. The Company will reimburse the Employee for all proper, normal and
reasonable expenses incurred by the Employee in performing the obligations under
this Agreement upon the Employee furnishing the company with satisfactory
evidence of such expenditures. The Employee will not incur any unusual or major
expenditures without the Company's prior written approval.
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6. Benefits. The Employee's compensation and other rights and benefits under
this Agreement will not be suspended or terminated because the Employee is
absent from work due to illness, accident or other disability; but the Company
may deduct from the Employees salary under Section 4.1 any payment received by
the Employee under any disability insurance which the Company provides the
Employee.
7. Insurance. If the Company desires at any time or from time to time to apply
for, in its own name or otherwise, but at its expense, life, health, accident or
other insurance covering the Employee, the Company may do so and may take out
such insurance for any sum that it deems desirable. The Employee nevertheless
will assist the Company in procuring the same by submitting from time to time to
the customary medical, physical and other examinations, and by signing such
applications, statements and other instruments as any reputable insurer may
require.
8. Uniqueness of Services. The Employee acknowledges that their services
hereunder are of a special, unique, unusual, extraordinary and intellectual
character, the loss of which cannot be reasonably or adequately compensated by
damages in an action at law. Accordingly, the Company will be entitled to
injunctive and other equitable relief to prevent or cure any breach or
threatened breach of this Agreement by the Employee.
9. Negative Covenants
9.1 The Employee will not, during or after the term of this Agreement,
disclose to any third person, or make use or take any personal advantage of, any
confidential information or any trade secret of any kind or nature obtained by
him during the term hereof or during their employment by the Company.
9.2 To the full extent permitted by law, the Employee will not, for a
period of one year following the termination of their employment with the
Company:
(i) attempt to cause any person, firm or corporation which is a
customer of or has contractual relationship with the Company at the time of the
termination of their employment to terminate such relationship with the Company,
and this provision shall apply regardless of whether such customer has a valid
contractual arrangement with the Company;
(ii) attempt to cause any employee of the Company to leave such
employment;
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14.3 All notices under or in connection with this Agreement shall be in writing
and may be delivered personally or sent by mail, courier, fax or other written
means of communication to the parties at their addresses and fax numbers set
forth below or to such other addresses and fax numbers as to which notice is
given:
(a) if to the Company:
Health Express U.S.A. Inc.
275 Commercial Blvd., Suite 260
Lauderdale By The Sea, FL. 33308
(b) if to the Employee:
Bruno Sartori
231 Marine Court # 8
Lauderdale By The Sea, FL. 33308
Notice will be deemed on receipt.
14.4 Section headings are for purposes of convenient reference only and will not
affect the meaning or interpretation of any provision of this Agreement.
This Agreement constitutes the entire agreement of the parties and
supersedes any and all prior agreements or understanding between them.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
HEALTH EXPRESS U.S.A., INC.
By:_____________________________ Date: May____, 2000
Douglas Baker, President
By:___________________________ Date: May____, 2000
Bruno Sartori, Employee
6.
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HEALTH EXPRESS U.S.A., INC.
A FLORIDA CORPORATION
Exhibit B
STOCK OPTION TO PURCHASE 150,000 RESTRICTED SHARES OF STOCK
For value received Health Express U.S.A., Inc. a Florida Corporation (the
"Corporation"), grants the following stock right to Bruno Sartori ("Employee").
(a) Issue. The Corporation agrees to issue up to One Hundred Fifty Thousand
(150,000) Restricted nonassessable and fully-paid shares of stock described as
follows: restricted shares of Common Stock of the Company, par value $0.001, for
an exercise period as follows:
(i) At any time between August 31, 2000 and August 31, 2002, Employee
may exercise up to One Hundred Fifty Thousand options at a price of $1.31 per
share..
(b) Limitations. Provided, that in no case shall this right be exercised after
August 31,2002, nor shall this right be exercised unless Employee is employed by
the Corporation at the time of exercise.
(c) Exercise. The purchase of the shares shall be accomplished by actual
delivery of the sum due in lawful money of the United Stated of America together
with this certificate at the office of the Treasurer of the Corporation, along
with written notice detailing the number of shares.
(d) Restrictions On Sales. This Option may not be sold or assigned and is
personal to the Employee.
(e) Terms. Such shares shall be issued for the consideration outlined in section
(a) above.
(f) Fractional Shares. Whenever the Corporation shall be obligated to issue a
fractional share to any Stockholder or potential Stockholder, it shall have the
following options:
(1) Issue the fractional share; or
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(A) the record date for such dividend, distribution or rights or, if a record is
not to be taken, the date as of which the holders of common stock of record to
be entitled to such dividend, distribution or rights are to be determined: or
(B) the date on which such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of common stock
of record shall be entitled to exchange their shares of common stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
(j) Procedures. The Board of Directors of the Corporation, or a committee
established by it, shall have the right from time to time to adopt other
specific rules of procedure to carry out the full intent of this conversion
provision and to do all reasonable acts necessary therefore; provided that such
rules and acts shall not violate the specific terms of this option.
HEALTH EXPRESS U.S.A., INC.
By: ____________________________
Douglas Baker, President
