EMPLOYMENT AGREEMENT OF RICHARD SHERIFF
THIS AGREEMENT made and entered into as of the 17th day of February 2000 by
and between POWERNOMICS ENTERPRISE CORPORATION, ("PEC"), a Delaware
Corporation whose address is 200 Highpoint Dr. Suite 215 Chalfont, PA
18914 and RICHARD SHERIFF, ("Sheriff") whose address is 1829 Harbor
Drive, Chester, Maryland 21619.
WITNESSETH:
WHEREAS, PEC intends to build, own and operate indoor fish growth
facilities under the brand name of Everfresh Seafood.
WHEREAS, PEC intends to lease with an option to purchase and operate
a fish growth facility located in Hurlock, MD, which is presently owned and
operated by Delmarva Fisheries Corporation, and it is hereby understood that
Sheriff is one of three shareholders of Delmarva Fisheries Corporation.
WHEREAS, PEC hereby offers Sheriff employment with PEC as the Chief
Operations Officer ("COO") with an annual salary of $50,000 and benefits below
set forth. In addition Sheriff will be eligible to participate in a Bonus
Incentive Plan as below set forth. The effective starting date of Sheriff's
employment with PEC shall be ___ ____ 2000.
WHEREAS, Sheriff agrees and understands that a breach of any of the
covenants contained in this Agreement will cause PEC irreparable injury, harm
and loss.
WHEREAS, the duties and responsibilities of Sheriff are below set
forth and shall include certain responsibilities related to the purchase by PEC
of recirculating indoor fish tanks from Opposing Flows Technology, Inc., a
corporation wholly owned by Sheriff.
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NOW, THEREFORE, in consideration of the premises and terms and
conditions hereinafter set forth, the parties hereto agree as follows:
1. DUTIES AND RESPONSIBILITIES:
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As consideration for employment with PEC it is hereby agreed and understood that
Sheriff as COO of PEC shall have the following duties and responsibilities:
1. Managing daily operations of the Hurlock facility and other PEC
seafood facilities.
2. Overseeing the expansion of the Hurlock facility and the construction
of any new fish farming facilities.
3. Creating and executing the sales/marketing of Everfresh Seafood
4. Providing tanks to PEC at $25,000 each from Opposing Flows Technology.
It is hereby agreed, acknowledged and understood that Sheriff and
Opposing Flows Technology are parties to a Licensing Agreement with
PEC, which provides for the purchase of tanks from Opposing Flows
Technology at $25,000.
1. NON COMPETE:
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As further consideration for employment with PEC for a one year period following
termination of employment, Sheriff agrees not to, directly or indirectly, either
as a principal, agent, stockholder, partner or otherwise solicit or sell to any
customer of PEC a product, which is competitive with Everfresh Seafood, for any
other employer engaged in the business of producing, distributing or otherwise
selling fish within the geographic area in which PEC operates at that time or
intends to operate in the near future but in no event within the mid-Atlantic
region of the United States. This provision shall in no way prevent Sheriff from
selling tanks produced by Opposing Flows Technology so long as Sheriff has no
interest in the sale of fish produced by those tanks. Sheriff hereby recognizes
and acknowledges that the geographical and time limitations contained in this
Agreement are reasonable and properly required for the adequate protection of
PEC interests.
2. NON DISCLOSURE:
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Except in the performance of Sheriff's duties outlined in this Agreement, at no
time during the employment term, or at any time thereafter, shall Sheriff,
individually or jointly with others, for the benefit of employee or any third
party, publish, disclose, use, or authorize or permit anyone else to publish,
disclose or use any secret, confidential or proprietary material or information
relating to any aspect of PEC, its affiliates or its subsidiaries, including
without limitation, any secret or confidential information relating to the
business, customers, trade or industrial practices, trade secrets, technology,
procedures or know-how of PEC or any affiliate or subsidiary of PEC.
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3. BONUS INCENTIVE PLAN:
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Sheriff will be eligible to participate in a Bonus Incentive Plan that is
intended to promote the growth, profitability and financial success of
PEC. The terms and conditions of the plan will be determined by the
Board of Directors of PEC in its sole discretion.
4. BENEFITS:
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Sheriff will be eligible to participate in the group healthcare plan
offered by PEC and a 401K retirement program offered by PEC. PEC will
forward a detailed benefits package to Sheriff prior to the effective
start date of Sheriff's employment with PEC.
5. GOVERNING LAW:
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This Agreement and all rights under it shall be construed in accordance with the
laws of the State of Pennsylvania. PEC and Sheriff each agrees to submit to the
personal jurisdiction, venue, and subject matter jurisdiction of the Courts of
the Commonwealth of Pennsylvania (with trial court sitting in Philadelphia
County) for resolution of all disputes and causes of action arising out of this
agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
Powernomics Enterprise Corporation
By:______________________ By:____________________
Name: Richard Sheriff Name:
Title:
