EXHBIT 10.1
AMENDED EMPLOYMENT AGREEMENT
This
Agreement is entered into by Chocolate Candy Creations, Inc., a
Delaware corporation,
("Employer",
or "Company" ) and
Alyssa Cohen, 20 Marlin
Lane, Port Washington,
New York, 11050, ("Employee") as of this 16th of
June
2008.
1.
Employment.
Employer agrees to employ Employee and
Employee agrees to
accept employment upon the terms and conditions set forth in this
Agreement.
2.
Duties and Services.
During the term of this Agreement, Employee shall
be employed in the business of the Employer as its President and
Chief Executive
Officer to supervise
Employer's business.
In the performance of
these duties,
Employee shall report to and be subject to the direction of the
Employer's Board
of Directors, and
Employee agrees to
comply with the
policies, standards
and
regulations of
Employer. Employee
shall devote such amount of her working time
to the performance
of her duties under
this Agreement as Employer and Employee
shall determine
is necessary for the performance of her duties hereunder,
provided however that,
she may not engage in
any activity which is competitive
with the business of the Company, as provided in Section 10
hereof.
3.
Term. The term of this
Agreement shall commence on the date hereof
("Effective Date") and
continue for twelve (12) months (the
"Initial Term")
unless terminated
earlier or extended as
herein provided (the
"Term"). This
Agreement shall be
extended from
year-to-year
after the Initial
Term unless
either Employer or Employee provides written notice to the other of its
or her
intention not to extend this Agreement not later than ninety
(90) days prior to
the expiration of the then current Term.
4.
Compensation. As compensation for her services hereunder, Employee
shall
be entitled to receive (i) fifty (50%) percent of the "gross
margin" (defined as
net revenues (after
returns) less raw materials and packaging costs (exclusive
of any depreciation on
manufacturing
machinery and any
inventory
writedowns)
less (ii) any commissions or finder's fees paid by the Company or any
compensation paid by the Company to any sales employee or
independent contractor
of the Company, as
confirmed by the Company's independent public accountants.
Such calculation of compensation shall be applicable beginning January 1, 2007.
Such compensation
shall be paid
quarterly in arrears
within five (5) business
days after
confirmation
of such quarter's financial statements by such
accountants. In
addition, in the event that Employee first introduces to
Employer a company
with which Employer
effects a merger or
acquisition,
the
Employer shall issue to Employee a five-year warrant (the
"Warrant") to purchase
200,000 shares of
Employer's
common stock at an exercise price of $1.00 per
share upon the closing of such merger or acquisition. Employer shall not have
any obligation to consummate any such merger or acquisition.
5.
Expenses. Employee shall be entitled to
prompt reimbursement
for all
reasonable
out-of-pocket
business expenses
necessarily
incurred in the
performance of her duties hereunder. Employee's claims for reimbursement and
Employer's payments
thereof shall be in accordance with Employer's then current
business expense reimbursement policies and procedures.
6.
Termination. Subject to the provisions of this Section 6, Employer
shall
have the right to terminate Employee's employment, and Employee shall have the
right to resign from her employment with Employer, at any time during the Term
of this Agreement.
Employer may only terminate Employee's employment for
"Cause". Termination for "Cause" shall mean termination of
Employee's employment
by the Employer because of (i) any act or omission which
constitutes a
material
breach by Employee of her obligations or agreements
under this Agreement
after
written notification
by the Employer
specifying and describing any such breach
and the actions required to cure them, and failure of Employee to
cure each such
breach in the manner specified in the notice or in a manner
otherwise acceptable
to the Employer within thirty (30) days of receipt thereof,
(ii) the
conviction
of Employee for any
crime of moral
turpitude or any felony or (iii) any act or
omission by Em
