EMPLOYMENT AGREEMENT
AGREEMENT made as of this 2nd day of October, 2000, by and
between MERIDIAN USA HOLDINGS, INC., a Florida corporation, with its principal
office located at 3350 N.W. 2nd Avenue, Suite A-28, Boca Raton, FL 33431 (the
"Corporation") and CHRISTOPHER VALLEAU, residing at 8761 Wiles Road 17-201,
Coral Springs, FL 33067 ("Employee").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in the business of
producing and selling syrups, beverages and other food products through
wholesale, retail and food service channels; and
WHEREAS, the Corporation desires to employ the Employee, and
the Employee desires to be employed by the Corporation, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual promises and covenants contained herein, the parties agree as
follows:
1. TERM OF EMPLOYMENT. The term of this Agreement shall
be for a period of one (1) year commencing on the date hereof and ending on
September 30, 2001, unless sooner terminated pursuant to Paragraph 7 hereof (the
"Term").
2. EMPLOYMENT, DUTIES AND ACCEPTANCE.
(a) The Corporation hereby employs the Employee
as Vice President - Finance to render full-time services to the business and
affairs of the Corporation, subject to the direction of the Board of Directors
and the President of the Corporation, and to the policies, business plans and
budgets from time to time adopted by the Board. In connection therewith, the
Employee shall perform such duties as he is reasonably directed or requested to
perform by the Board or the President.
(b) The Employee hereby accepts such employment
and shall exercise his best efforts, judgment, skill and talents in the business
and interests of the Corporation, and shall perform such duties and services
conscientiously and to the full extent of his abilities, and shall not engage in
any other business activity, whether or not for profit, or be otherwise
employed, without the prior written consent of the President of the Corporation.
3. COMPENSATION. In consideration for the Employee's
services to the Corporation hereunder, the Corporation will pay Employee a
salary of ninety thousand dollars ($90,000) per year, payable in twenty-six (26)
bi-weekly installments.
4. STOCK OPTIONS: As additional compensation hereunder, the
Corporation shall issue to Employee an option to purchase 20,000 shares of its
Common Stock under the Corporation's 1999 Stock Incentive Plan, on the terms and
conditions set forth in the Stock Option Agreement, a form of which is annexed
to this Agreement as Exhibit A.
5. BENEFITS: During the Term of this Agreement, Employee
will be provided with the following benefits:
(a) Group health insurance for him and his
family at the Corporation's expense and such other insurance or benefit made
available generally to other employees of the Corporation, provided that until
such time as the Corporation has its own group health insurance policy, the
Corporation will pay monthly health insurance premiums for Employee upon
submission by Employee of bills therefor.
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(b) Three (3) weeks paid vacation and sick leave
in accordance with the policies in effect at the Corporation.
(c) Reimbursement for the cost of leasing an
automobile to be used in the performance of his duties hereunder, subject to a
maximum benefit of $350 per month, plus reimbursement for the cost of insurance
for such automobile and the cost of gas and maintenance for the automobile for
use in the performance of his duties hereunder.
6. EXPENSES. The Corporation shall reimburse the Employee
for all reasonable expenses actually incurred by him in furtherance of the
performance of his services hereunder, against vouchers or other proof of
expenditures. No expenses in excess of $1,000 per item shall be reimbursed
unless authorized in advance by the President or Chief Executive Officer of the
Corporation. Expenses will be reimbursed within fifteen (15) days after the end
of the month in which vouchers are submitted to the Corporation.
7. TERMINATION.
(a) Termination for Cause: The Corporation may
terminate Employee's employment hereunder upon 15 days prior written notice due
to:
(i) insubordination;
(ii) disloyalty;
(iii) misconduct; or
(iv) the physical or mental inability of
the Employee to perform his normal and customary duties and services hereunder
for a period of 90 consecutive days or an aggregate of 120 days during any 12
month period during the Term of this Agreement; provided, however, that no
termination shall be deemed for cause under this paragraph unless the Employee
shall first have received written notice from the Corporation advising the
Employee of the specific acts or omissions alleged to constitute the failure to
perform his duties or the breach of a material provision, and such failure or
breach is not remedied within 15 days after such notice.
(iv) The Employee may resign at any time,
upon 15 days' prior written notice.
8. RESTRICTIVE COVENANTS.
(a) The Employee acknowledges that the Corporation's
business is based largely on certain confidential information, including, but
not limited to, lists of employees, and other records of the Corporation
acquired, collected and classified as a result of a substantial outlay of money;
that the trade and goodwill of the Corporation with its clients has been
established at a substantial cost to, and great effort on the part of, the
Corporation; that irreparable damage will result to the Corporation if such
lists, records or information are obtained or used by any other person or
competitor of the Corporation, or if said goodwill is diverted from the
Corporation; and that his employment is being obtained and is based upon the
trust and confidence reposed by the Corporation in the Employee with respect to
the proper use of such lists, records and information solely for the
Corporation's benefit. The Employee further acknowledges that such employment
affords him an opportunity to develop favorable relations with clients of the
Corporation and access to such confidential lists, records and information
concerning the Corporation's business. In consideration thereof, and in
consideration of his employment by the Corporation, during the period of his
employment and, in the event that the Employee voluntarily resigns his
employment, for a period of six (6) months after the termination thereof
("Noncompetition Period"), the Employee will not, except on behalf of the
Corporation, directly or indirectly, engage for his own account or become or be
interested in or associated with any person, corporation, firm, partnership or
other entity whatsoever, directly or indirectly engaged in direct competition to
the business of the Corporation in the United States in the sale of the products
the same as or similar to those sold by the Corporation during his employment.
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(b) In view of the fact that the services that the
Employee renders for the Corporation will bring him into close contact with many
confidential affairs of the Corporation and its affiliates and parent company,
including matters of a business nature, such as information about costs,
profits, markets, sales, lists of past, current and prospective clients, price
lists, lists of employees and other information not readily available to the
public, and plans for future developments, during his employment hereunder and
thereafter, the Employee shall not disclose to any person, corporation, firm,
partnership or other entity whatsoever (except the Corporation, its parent
company, or any of its affiliates), or any officer, director, stockholder,
partner, associate, employee, agent or representative of any such partnership,
firm or corporation, any confidential information or trade secrets of the
Corporation, its subsidiaries or affiliates learned by him at any time during
the term of this Agreement, and that the Employee will promptly deliver to the
Corporation upon termination of his employment hereunder, or at any time the
Corporation may so request, all memoranda, notes, records, reports and other
documents (and all copies thereof) relating to the business of the Corporation,
its subsidiaries or affiliates, which the Employee may then possess or have
under his control.
(c) The Employee acknowledges that he is being
employed by the Corporation primarily in reliance upon his covenants and
assurances contained in Paragraph 8 hereof, and the Corporation and the Employee
acknowledge that a violation of the foregoing restrictive covenants will cause
irreparable injury to the Corporation, and that the Corporation shall be
entitled, in addition to any other rights and remedies they may have, at law or
in equity, to an injunction enjoining and restraining the Employee from doing or
continuing to do any such act and other violation or threatened violation of
this Paragraph 8.
(d) In the event that any action, suit or other
proceeding at law or in equity is brought to enforce the provisions of this
Paragraph 8 or to obtain money damages for the breach thereof (the "Action"),
and such Action results in the award of a judgment for money damages or in the
granting of any injunction in favor of the Corporation or if the Employee shall
prevail, all expenses, including reasonable attorneys' fees of the prevailing
party in such Action, shall be paid by the party against whom judgment is
awarded.
9. NOTICES.
(a) All notices or other communications provided
for in, or permitted under, this Agreement shall be in writing and shall be
given by certified or registered mail with postage prepaid, by hand delivery, by
telecopier or overnight mail service, as follows:
If to the Corporation:
Meridian USA Holdings, Inc.
3350 N.W. 2nd Avenue
Suite A-28
Boca Raton, FL 33431
Attn: Alan Posner
If to the Employee:
Christopher Valleau
8761 Wiles Road 17-201
Coral Springs, FL 33067
or to such other person or address as either party shall specify by notice in
writing to each of the other parties. All such notices and communications shall
be deemed to have been duly given or made (i) when delivered by hand, (ii) five
business days after being deposited in the mail, postage prepaid, (iii) the
first business day after placed in overnight mail service, or (iv) when
telecopied, receipt acknowledged.
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10. GENERAL.
(a) This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida
applicable to agreements made and to be performed entirely in Florida.
(b) The paragraph headings contained herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
(c) The foregoing is the entire agreement of the
parties with respect to the subject matter hereof and no representations,
inducements, provisions or agreements, oral or otherwise, not embodied herein,
shall be of any force or effect.
(d) This Agreement may be amended, modified,
superseded or canceled, and the terms, covenants and conditions hereof may be
waived only by a written instrument executed by the parties hereto, or in the
case of a waiver, by the party waiving compliance.
(e) Should any part of this Agreement for any
reason be declared invalid, such decision shall not affect the validity of any
remaining portion, and any such remaining portion shall continue in full force
and effect as if this Agreement had been executed with the invalid portion
eliminated.
(f) Whenever applicable herein, the masculine
gender shall be construed to include the feminine, and words in their singular
form shall be construed to include their plural, and vice versa.
(g) This Agreement shall not be assignable by
Employee. The Corporation may assign this agreement to another entity in the
event of a merger, consolidation or sale of all or substantially all the assets
of the Corporation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
MERIDIAN USA HOLDINGS, INC.
By: /s/ Mark Streisfeld
Mark Streisfeld, President
/s/Christopher Valleau
Christopher Valleau
