EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made this
1
st
day of June
, 200
8 (the “Effective Date”), by and between
CHRISTOPHER M. SWARTZ , individually, whose address is 234
Paddock, Watertown, New York 13601 (hereinafter, at times,
referred to as the "Executive"), and
SEAWAY VALLEY CAPITAL CORPORATION (“Seaway” or
the “Company”), a corporation of the State of Delaware,
whose address is 10-18 Park Street, 2
nd Floor, Gouverneur, New York. Company and
Executive shall hereinafter collectively, at times, be referred to
as the "Parties" or individually, at times, as a "Party" and this
Employment Agreement shall hereinafter, at times, be referred to as
the "Agreement."
WHEREAS:
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A.
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Company
currently operates retail stores and is also positioned to
capitalize on the merging of its operations with those of the
operations of North Country Hospitality, Inc. (together, the
“Business”);
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B.
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Company
desires to obtain the services of Executive as its employee in the
capacity of VICE PRESIDENT and CHIEF OPERATING OFFICER, and
Executive desires to provide services to Company as its employee,
in such capacities, and in accordance with the terms, conditions
and covenants set forth in this Agreement; and,
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C.
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Company
would not have provided Executive with the opportunities,
information and other benefits hereinafter described if Executive
had not agreed to provide full time and exclusive services (as
delimited in Section 1C hereof) relative to the Business for
Company as specified hereunder for the full term hereof and
pursuant to the terms, conditions and covenants of this
Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in
consideration of the premises and the mutual covenants, agreements,
representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1. EMPLOYMENT
A. Employment
Company
hereby hires and employs Executive to serve as its Vice
President and Chief Operating Officer. Executive shall have
those duties and responsibilities as shall be determined, from
time to time, by Company’s Board of
Directors.
B. Acceptance
Executive
hereby accepts its employment hereunder, subject to all of the
terms, conditions, and covenants contained in this
Agreement.
Subject
to his obligations to those entities identified as
“other employment” on Exhibit A hereto, which
Executive covenants will not materially interfere with his
services to the Company, Executive shall devote his
full and exclusive time relative to the Business, attention
and best efforts to the performance of his duties under this
Agreement. During the term of his employment under this
Agreement, Executive shall not at any time or place or to any
extent whatsoever, either directly or indirectly, without the
express prior written consent of Company obtained in each
instance, voluntarily engage in any conduct, litigation,
business practice, governmental, regulatory or administrative
agency’s investigation or dispute or in any activity
whatsoever competitive with, adverse to or detrimental to the
business or affairs of Company, whether alone, as a partner,
or as a past or present officer, director, employee, agent,
member or shareholder or in any other capacity whatsoever, of
any company or other entity except under, and pursuant to,
this Agreement, and all fees, commissions, or other income
attributable to Executive's business services relative to the
Business during the term of this Agreement shall inure to and
belong to and be the sole property of Company, as the case may
be, subject to the terms and conditions set forth
below.
Other
than for activities and those activities directly related to
those listed below in Exhibit A, Executive shall not act
as an employee, consultant, independent contractor or
otherwise for any other person, corporation, LLC, LLP, joint
venture, partnership or other entity whatsoever nor conduct
any other business whatsoever during the term of this
Agreement without the express written consent of Company
obtained in each instance in advance except as provided
herein. Notwithstanding the foregoing to the contrary, nothing
herein shall prevent Executive from being a passive investor
or receiving dividend or interest income or capital gains from
investments, all of which Company acknowledges it shall have
no entitlement to. Furthermore, Executive may serve as a
member of a board of directors or other organization(s) which
do not compete with Company and which do not pose any conflict
of interest or appearance of conflict of interest, and may
participate in other professional, civic, governmental
organizations or activities which do not materially affect
Executive’s ability to carry out its full time duties
hereunder. Any and all such activities shall be disclosed to
Company’s Board of Directors, in advance, during the
term of this Agreement.
D. Location
Executive
shall perform services for Company at such reasonable
locations as may be mutually agreed upon by the Parties from
time to time.
2. RESPONSIBILITIES
OF EXECUTIVE
A. Best
Efforts
Executive
shall use his best efforts on a full time and regular basis
(as delimited in Section 1C above) to perform those services
which are customary and consistent with Executive’s role
with Company, or as otherwise directed by Company’s
Board of Directors and assist Company in a diligent and
aggressive manner with the operation and growth of Company and
in obtaining new business, acquisition targets, technologies,
strategic alliances and other growth producing
opportunities.
B. Cooperation and
Conduct
Executive
shall work with Company to assure that he at all times
cooperates with Company personnel, conducts himself in a
manner consistent with the high image, reputation and
credibility of Company and engages in no activities which
reflect adversely on Company.
C. Reports
Executive
shall furnish Company, at intervals as reasonably requested by
Company, with all financial reports, budgets, forecasts, and
such other information regarding his business efforts on
behalf of Company under this Agreement as Company may request
from time to time.
D. Meetings
Executive
shall attend any and all meetings and trade shows as
reasonably required by Company, at Company’s
expense.
E. Compliance with
Laws
Executive
shall comply with all applicable federal, state and local laws
and regulations in performing its obligations
hereunder.
F. Business
Practices
Executive
acknowledges Company's corporate policy prohibiting its
employees from receiving or offering any gifts, rebates or
other payments in connection with any Company related business
transaction or relationship, and hereby represents and
covenants that he has not made, and will not make, any such
payment(s) in connection with any Company related business
transaction or relationship and will notify Company
immediately if any party requests that any such prohibited
payment be made.
3. SCOPE
AND LIMITATIONS OF EXECUTIVE'S AUTHORITY
A. Trade Practices
At
no time shall Executive make any false or misleading
representations or engage in any other unfair or deceptive
trade practices with respect to Company. Executive
shall refrain from communicating any representations,
guarantees or warranties with respect to Company, except such
as are authorized expressly by Company in writing or are set
forth in Company's literature.
B. Relationship of the
Parties
Executive
acknowledges that he is being engaged hereunder as a full time
employee of Company, as delimited in Section 1C
hereof. Executive shall not engage in any other
commercial venture during the term hereof without
Company’s prior written consent. Subject to
the exclusions specifically set forth in Section 1 hereof,
Executive further acknowledges and agrees that all income or
other earnings which accrue to Executive from his business
efforts relative to the Business on behalf of Company during
the term of this Agreement (and any extension thereof) shall
be the sole and exclusive property of Company, except as may
be otherwise agreed upon in writing.
4. COMPENSATION
A. Salary - Cash
Subject
to the terms hereof, the cash compensation to be paid by
Company to Executive in consideration for all services
rendered hereunder shall be an annual salary of ONE HUNDRED
TWENTY-FIVE THOUSAND DOLLARS ($125,000.00), U.S.
currency.
B. Salary – Cash or
Stock
Subject
to the terms hereof, the Company shall pay an additional
amount of compensation to Executive, which shall be an annual
amount of Fifty Thousand Dollars ($50,000). The
additional amount shall, at the discretion of the Board of
Directors, be payable either in cash or in
immediately-saleable shares of the Company’s common
stock, which shall be valued for this purpose at 85% of the
average of the closing bid prices during the five days
preceding issuance.
C. Vacation
Executive
shall be entitled to FOUR (4) WEEKS per annum of paid vacation
hereunder, at times and for duration to be discussed in
advance and agreed upon by Company’s Board of
Directors.
D. Benefit Plans
Executive
shall be entitled to participate in any benefit plan
maintained by Employer in which the Company’s Chief
Executive Officer is a participant, pursuant to the terms and
conditions of such plans, if any, if approved by the Board of
Directors and stockholders of Employer. At a minimum, such
benefit plans shall be the same as or similar to those
currently provided to other executives of
Company.
E. Health Insurance
Executive
shall be eligible for the same health insurance benefits (for
himself, his spouse and children) as are provided by Company
for the Company’s Chief Executive Officer in accordance
with the policy in place for Company, which may be modified
from time to time, in Company’s sole and absolute
discretion.
5.
EXECUTIVE'S BUSINESS
EXPENSES
Executive
shall be re
