EXHIBIT B
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of
January 1, 2008 (this "Agreement"), by and between MARANI BRANDS, a
Nevada corporation (the "Company"), and ANI KEVORKIAN (the
"Executive").
WHEREAS,
the Executive has been employed by a Subsidiary Company, as such
Subsidiary's Chief Operating Officer and Chief Financial Officer,
and the Company desires to retain and continue the valuable
employment services of the Executive as the Executive Vice
President and Chief Financial Officer of the Company, which are
critical to the Company's ability to meet and implement its
business strategy, on the terms, provisions and conditions set
forth herein; and
WHEREAS
the Executive desires to serve the Company, in the capacity of
Executive Vice President and Chief Financial Officer of the
Company, on the terms, provisions and conditions set forth
herein.
NOW,
THEREFORE, in consideration of these premises and the mutual
covenants contained herein, and another good and valuable
consideration, the receipt and legal adequacy of which is hereby
acknowledged by the parties, the Company and the Executive hereby
agree as follows:
1. Employment . (a) The Company hereby employs the
Executive, and the Executive agrees to serve the Company during the
Employment Term (as hereinafter defined), as the Executive Vice
President and Chief Financial Officer of the Company. As the
Executive Vice President and Chief Financial Officer of the
Company, the Executive will have such duties and responsibilities
as are normally associated with that position as are specified in
the By-laws of the Company, and such other duties and
responsibilities as are assigned to the Executive by the Chief
Executive Officer of the Company and the Board of Directors of the
Company. The Company may request the Executive to serve as an
officer of its Subsidiaries, and if so requested, the Executive
agrees to serve as an officer of such Subsidiaries. The Executive
shall report directly to the Company's Chief Executive Officer.
(b) The Executive shall devote the Executive best efforts and
substantially all of the Executive's business time to the
performance of the Executive's duties and responsibilities to the
Company in accordance with this Agreement and shall perform such
duties and responsibilities, faithfully, diligently and
competently. The Executive shall at all times during the Employment
Term be a director of the Company. The Executive's employment
services shall be performed at the Company's principal offices,
which during the Employment Term shall be maintained in the Los
Angeles, California metropolitan area (or other such location, as
the Executive and the Company may agree upon), subject to travel
reasonably and customarily required by the Company in connection
with the Executive's duties and responsibilities to the
Company.
(c) Notwithstanding the foregoing, during the Employment Term, the
Executive shall be entitled to devote a portion of the Executive's
business time to the Executive's personal investments and to
charitable, social and community activities; provided that doing so
does not materially interfere with the performance of the
Executive's duties to the Company.
2. Employment Term . The period of the
Executive's employment pursuant to this Agreement shall commence on
the date hereof and shall terminate, subject to earlier termination
as expressly provided for herein, three (3) years after the date
hereof on December 31, 2010, as it may be extended as provided in
the immediately following sentence (the "Employment Term"). The
Employment Term shall automatically extend for additional periods
of one (1) year each, on each anniversary date of the commencement
of the Employment Term, unless upon not less than sixty (60) days
prior to such date, the Company notifies the Executive in writing
that the Company does not intend for the Employment Term to
extend.
3. Compensation . In consideration of the performance by the
Executive of the Executive's duties and obligations hereunder, the
Executive shall be entitled to receive the following
compensation:
(a) The Executive shall receive an annual salary of $177,000 (the
"Salary"), for the initial annual period of the Employment Term
(the "Salary"). The Salary shall be payable in accordance with the
Company's regular payroll practices, as in effect from time to
time, but no less frequently than bi-monthly. On each anniversary
date of the Employment Term commencing on January 1, 2009, the
Salary payable to the Executive pursuant to this Section 3(a) shall
be increased by an amount, if any, equal to the greater of (x),
five percent (5%) or (y) the percentage increase in the consumer
price index (the "CPI") for Los Angeles, California for the twelve
(12) month period ending on the preceding December 31, as published
by the Federal Bureau of Labor Statistics (the "Bureau"), or any
successor entity to the Bureau multiplied then by the current
Salary pursuant to this Section 3(a); provided that if the Bureau
no longer publishes the CPI, a comparable index reasonably
acceptable to the Company and the Executive shall be substituted
therefore.
(b) Prior to any extension of the Employment Term beyond December
31, 2012, the Company and the Executive shall negotiate in good
faith and attempt to agree upon an appropriate increase in the
Salary payable to the Executive pursuant to Section 3(a) hereof,
taking into account, among other things, comparable salaries for
executives performing similar services in the businesses in which
the Company is engaged and the experience and expertise of the
Executive. If the Company and the Executive are unable to agree
upon a new base Salary, the Salary for such an extension shall be
fifteen percent (15%) higher than the Salary payable to the
Executive during the year immediately preceding the extension, as
adjusted for changes in the CPI as provided for herein.
(c) The Executive shall be entitled to earn and receive an
incentive bonus, based upon the annual Net Sales (as hereinafter
defined) of the Company, equal to one percent (1%) of Net Sales
(the "Incentive Bonus"). The Incentive Bonus will be payable if the
Net Sales for a fiscal year exceed the amount set forth in the
Company's budget (as approved by the Board of Directors of the
Company), for such fiscal year. For purposes hereof, "Net Sales"
shall mean gross sales, less credits and returns, as determined by
the Company in good faith. The Incentive Bonus shall be payable to
the Executive within thirty (30) days of the completion of the
audit of the Company's financial statements for the applicable
fiscal year of the Company. Notwithstanding the foregoing, in no
event shall the Incentive Bonus exceed one hundred percent (100%)
of the Executive's Salary pursuant to Section 3(a) hereof for the
first two (2) years of the Employment Term and two hundred percent
(200%) of the Executive's Salary pursuant to Section 3 (a) hereof
for any of the other remaining years of the Employment
Term.
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(d) The Company hereby grants to the Executive
options (the "Options") to purchase 5,000,000 shares of the
Company's common stock at an exercise price equal to $0.25 per
share, which Options shall be exercisable into shares of the Public
Company (as hereinafter defined) following the completion of the
Reverse Merger (as hereinafter defined). The Options shall vest
(and become exercisable) as to thirty-three and one-third percent
(33 1/3%) of the underlying shares of common stock on the first
anniversary date of the Option grant and ratably each month
thereafter during the next two (2) years of the Employment Term.
The Options shall become fully vested and exercisable upon the
Company's termination of the Executive's employment hereunder
Without Cause (as hereinafter defined) or the termination of such
employment by the Executive For Good Reason (as hereinafter
defined) or upon the Company's termination of the Executive's
employment hereunder due to death or Disability (as hereinafter
defined). The Options shall have a term of ten (10) years and may
be exercised to the extent vested, (i) by the Executive at any time
during such ten (10) year period, if the Executive's employment is
terminated Without Cause or For Good Reason or due to Disability or
if the Employment Term expires and the Executive does not continue
to be employed by the Company, (ii) by the Executive's personal
representative within one (1) year following the date of the
Executive's death, if the Executive's employment with the Company
is terminated due to the Executive's death, and (iii) by the
Executive, if the Executive's employment terminates for any other
reason, (other than the expiration of the Employment Term) by the
Executive, within ninety (90) days following the Executive's
termination of employment. The Options shall be granted pursuant to
a stock option plan to be adopted by the Company (the "Plan") and
shall by subject to such other terms as provided in the Plan (it
being understood that the Plan will have customary provisions
permitting the Company to cash-out stock options in connection with
a sale of substantially all of the Company's assets, a merger, a
recapitalization or a similar transaction). If there is any
inconsistency or conflict between the terms and provisions of the
Plan and this Agreement, the terms and provisions of this Agreement
shall govern and control.
4. Fringe Benefits; Expenses . During the Employment
Term:
(a) The Executive shall be entitled to receive all health, medical,
insurance and pension benefits provided by the Company to any of
its senior executives and to all other fringe benefits and benefit
plans provided by the Company to its executives as a group.
(b) The Company shall reimburse the Executive for all reasonable
and necessary expenses (including, without limitation,
entertainment expenses and automobile expenses) incurred by the
Executive in connection with the performance of the Executive's
duties to the Company (it is being agreed that business-class
airfare travel is a reasonable expense for transcontinental and
intercontinental travel), upon submission of receipts and/or
vouchers by the Executive in accordance with the Company's policies
and procedures.
(c) The Company shall pay for the lease of an automobile to be used
for business purposes; provided that the costs of the lease do not
exceed $650 per month. The Company shall also pay for the insurance
and other operating expenses associated with the business use of
such automobile.
(d) The Executive shall be entitled to four (4) weeks of vacation
time annually which shall be taken at times selected by the
Executive which are consistent with the proper performance of the
Executive's duties and responsibilities to the Company. The timing
of the Executive's utilization of vacation time shall be subject to
the reasonable prior approval of the Company's Chief
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Executive Officer. The Executive may accrue an
unlimited amount of earned but unused vacation time in accordance
with applicable law.
(e) The Company shall pay the costs and expenses of maintaining the
computer equipment and facsimile machines used by the Executive at
the Executive's home office, and the Executive's use of a cell
phone. Upon the termination of the Executive's employment with the
Company hereunder for any reason whatsoever, other than for Cause
or the expiration of the Employment Term, the Executive shall have
the right to purchase the computer equipment and facsimile machine
used in the Executive's home office by paying the Company an amount
equal to the amount at which such computer equipment and facsimile
machine are then carried on the books and records of the Company.
Upon termination of the Executive's employment for any reason
whatsoever, the Executive shall be entitled to remove all of the
Executive's personal effects from the Company's premises.
5. Inventions . Any Inventions (as herewith defined)
originated or conceived by the Executive, with the use or
assistance of the facilities, materials or personnel of the Company
or any Affiliate of the Company, either solely or jointly with
others, during the Employment Term shall be the property of the
Company. The Executive hereby irrevocably assigns and transfers to
the Company and agrees to transfer and assign to the Company all of
the Executive's right, title and interest in and to all Inventions,
and to applications for patents and patents granted upon such
Inventions and to all copyrightable material related thereto
developed by the Executive or under the Executive's supervision.
The Executive agrees, upon the written request of the Company and
at the Company's sole cost and expense, to do such acts, to execute
such documents and instruments, to participate in such proceedings
and to take such actions as from time to time may be necessary,
required or useful, in the Company's reasonable opinion, to apply
for, secure, maintain, reissue, extend or defend the worldwide
rights of the Company in the Inventions.
6. Disability or Death . (a) If, as a result of physical or
mental disability (any such disability to be determined by a
competent physician mutually acceptable to the Company and the
Executive), the Executive shall have failed or been unable to
perform the Executive's duties hereunder for a period of one
hundred eighty (180) consecutive calendar days ("Disability"), the
Company may, by written notice to the Executive to terminate the
Executive's employment under this Agreement prior to the end of the
Employment Term, effective as of the date of the notice. If the
Executive's employment is terminated due to Disability pursuant to
this Section 6(a), the Company shall pay to the Executive (in equal
installments every two (2) weeks), (i) for the succeeding twelve
(12) month period, an amount equal to eighty percent (80%) of the
Executive's Salary at the date of termination and (ii) for the
twenty four (24) month period commencing on the date of the last
payment required to be made pursuant to clause (i), an amount equal
to fifty percent (50%) of the Executive's Salary at the date of
termination (all regardless of any payments that the Executive may
be entitled to receive under any disability insurance policy
maintained by the Company or otherwise). In addition, the Company
shall maintain and pay for the Executive's then existing health,
life insurance and other benefits during the time period that any
payments are being made pursuant to this Section 4(a) hereof.
(b) The period of the Executive's employment under this Agreement
shall automatically terminate upon the Executive's death. In the
event of the Executive's death, the Company shall pay to the
beneficiary designated in writing to the Company by the Executive
(or if the Executive fails to designate a beneficiary, to the
Executive's estate), an amount at an annual rate equal to the
Executive's Salary in effect on the date of the Executive's death
for a period of eighteen (18
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months from the date of the Executive's death, payable in equal
monthly installments on the first day of the month next succeeding
the date of death and the first day of each month thereafter.
(c) In addition, if the Executive's employment with the Company is
terminated pursuant to Section 6(a) or 6(b), the Company shall pay
the Executive a pro-rata portion of the Incentive Bonus for the
year in which such termination occurred, based upon the number of
days during such year that the Executive was employed.
7. Termination . (a) The Company shall have the right to
terminate the Executive's employment with the Company hereunder (i)
for Cause (as hereinafter defined) or (ii) Without Cause (as
hereinafter defined).
(b) For purposes hereof, the term "Cause" shall mean conduct on the
part pf the Executive which constitutes: (i) misconduct by the
Executive or gross negligence which is or likely to be materially
injurious to the Company; (ii) misappropriation of the Company's
assets on the usurpation of a business opportunity of the Company;
(iii) breach of any fiduciary duty (as determined by a final
judgment of a court of competent jurisdiction from which no appeal
may be taken); (iv) a material violation by the Executive of any of
the written policies of the Company or any provision of any "code
of ethics", as from time to time in effect; (v) the Executive
engaging in an act of unlawful employment discrimination,
including, but not limited to, sexual, racial, religious, or other
forms of harassment; (vi) conduct on the part of the Executive
which the Company in good faith determines has reflected so
seriously on the Company's public reputation as to materially
prejudice the Company or its business; (vii) the conviction of, or
plea or guilty or nolo contendere to a criminal violation which
constitutes a felony; or (viii) a breach of any material obligation
of the Executive hereunder which is not cured within thirty (30)
days after written notice of such breach from the Company; provided
that in each case prior to any such termination for Cause, on not
less that ten (10) days prior to such termination, the Executive
shall be given a hearing before the Board of Directors of the
Company (at which an attorney representing the Executive may
attend) to review and give the Executive and opportunity to refute
the grounds for termination.
(c) If the employment of the Executive hereunder is terminated for
Cause, the Company shall not be obligated to make any further
payments to the Executive hereunder (other than for accrued and
unpaid Salary and for accrued vacation and the reimbursement of
expenses incurred in accordance with Section 4(b) hereof, in each
case through the date of termination), or to continue to provide
any benefit to the Executive under this Agreement (other than
benefits which have accrued pursuant to any plan or applicable law
through the date of termination).
(d) If the employment of the Executive is terminated Without Cause
or for Good Reason, (i) the Company shall pay to the Executive the
Salary and the Incentive Bonus, for the remainder of the current
Employment Term, all regardless of the amount of compensation of
the Executive may earn or be able to earn with respect to any other
employment that the Executive may obtain or be able to obtain
(i.e., the Executive shall have no duty to mitigate and the Company
shall have no right to offset), (ii) all of the Executive's Options
to purchase stock shall become fully vested and immediately
exercisable, (iii) the Company shall reimburse the Executive for
all expenses the Executive incurred in accordance with Section 4(b)
hereof, (iv) during the period in which the Executive is receiving
payments pursuant to clause (i) of this Section 7(d), the Company
shall maintain and pay for the Executive's then existing health
insurance, life insurance and other benefits; provided, however,
that the Company's obligations under this clause (iv) shall
terminate to the extent that the Executive is offered and receives
comparable
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health or life insurance coverage (both as to the
cost and benefits provided when compared to the policies and
benefits in effect prior to termination), as reasonably and in good
faith determined by the Executive and (v) the Company shall pay to
the Executive all accrued and unpaid Salary through the date of
termination.
(e) For purposes hereof, "Without Cause" shall mean a termination
of the Executive's employment hereunder by the
Company
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