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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: AMERICAN HOME FOOD PRODUCTS, INC. You are currently viewing:
This Employee Retention Agreement involves

AMERICAN HOME FOOD PRODUCTS, INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 8/29/2008

EMPLOYMENT AGREEMENT, Parties: american home food products  inc.
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Exhibit 10.9*

Employment Agreement with D. W. Dowe

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT, is made and entered into as of August   , 2007 (hereinafter “Agreement”) by and between American Home Food Products, Inc., a New York corporation (“the Company”) and Daniel W. Dowe (“Executive”):

          WHEREAS, AHFP and Executive are mutually agreeable to entering into a binding employment agreement pursuant to the terms and conditions set forth herein,

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

 

1.0

SCOPE OF ENGAGEMENT

 

 

1.1

Term : AHFP shall employ Executive for a three (3) year period commencing upon the date of this Agreement and continuing until the third (3 th ) anniversary thereof, unless terminated pursuant to Section 4.0 below, but shall continue to the Fifth (5 th ) anniversary if more than $1,500,000 of the Redeemable Convertible Preferred Stock offering is still issued and outstanding. If at the conclusion of the third (3 rd ) anniversary less than $1,500,000 of the Redeemable Convertible Preferred Stock offering is issued and outstanding, Executive shall have the sole right to extend the Term of this Agreement for another three (3) year period.

 

 

1.2

Duties : AHFP agrees to employ and Executive agrees to serve AHFP as its Chairman, Chief Executive Officer and President during the Term of this Agreement and shall have and undertake the duties and responsibilities commensurate with these positions. Executive shall report to the Board of Directors of AHFP and shall be the highest ranking executive officer of AHFP during the Term. Any change in the titles, duties and responsibilities of the Executive shall require the prior written consent of the Executive. Executive shall have final executive authority over all operational and financial functions at AHFP, including personnel decisions, except for executive compensation which shall be subject to the approval of AHFP’s full board of directors, unless the board shall delegate a committee of the board to make final determinations on executive compensation. During the term of this Agreement, Executive shall use his best efforts to promote the best interests of AHFP in the normal course of business. Executive shall not engage in any other activity, which could reasonably be expected to interfere materially with the performance of his duties, services and responsibilities hereunder. Executive may assume directorship positions, including board committee assignments, at other private and public companies, but shall not undertake operating executive functions outside of AHFP or one of its wholly- or partially-owned subsidiaries, without the prior written consent of AHFP’s board of directors.

 


 

 

 

 

COMPENSATION

 

 

2.1

COMPENSATION . Upon the execution of this Agreement, for the duration of Calendar Year 2007, Executive shall receive an annual base salary equal to two hundred thousand dollars ($200,000.00), or such greater sum as may be fixed by the board of directors in accordance with AHFP’s policy on executive compensation (“Base Salary”). Any and all bonus compensation payable to Executive, if any, for calendar year 2007 shall be at the sole discretion of the board of directors and shall be paid to Executive in addition to the Base Salary (“Bonus”). AHFP may withhold from Base Salary and Bonus all applicable federal, state and local withholding taxes. For the duration of the Term after December 31, 2007, the Base Salary and Bonus shall be determined by the board of directors and Executive, however in all subsequent years up to the conclusion of the Term, the Base Salary shall never be lower than the Base Salary in 2007.

 

 

 

INITIAL CONTRACT COMPENSATION . In recognition of the professional services undertaken by Executive to develop a business plan for AHFP, identify Artisanal Cheese, LLC as an acquisition target, transactional structuring, personally guarantying sellers’ financing and arranging acquisition financing Executive shall be paid the sum of one hundred thousand dollars ($100,000.00) (“Initial Contract Compensation”) payable in two installments, as follows: the first fifty thousand dollars ($50,000.00) shall be paid upon the signing of this Agreement and the remaining fifty thousand dollars ($50,000.00) shall be paid upon AHFP closing the necessary debt financing or the completion of the maximum equity offering contemplated in its acquisition of Artisanal Cheese, LLC. This Initial Contract Compensation shall not be deemed Bonus compensation for calendar year 2007.

 

 

 

BONUS COMPENSATION CRITERIA . In determining Bonus payable to Executive, the board of directors of AHFP shall have full discretion in the awarding of any such Bonus, but in determining if a Bonus shall be granted it shall consider the following overall criteria: annual increase in earnings per share, annual revenue growth, management of operating and capital budgets, investor relations efforts, market capitalization, corporate-wide execution of the AHFP’s business plan and strategic objectives including Executive’s role in identifying and completing acquisitions, mergers, strategic alliances, launching of new business lines and the raising of capital for AHFP.

 

 

 

Any Bonus shall be finalized by the board of directors and paid to the Executive by February 15 th (“Bonus Payment Date”) of each year and shall be based on the above criteria in the previous calendar year throughout the duration of the Term. Any compensation due to Executive, whether Base Salary or Bonus that accrues during the final calendar year of the Term shall be paid to Executive by the Bonus Payment Date even if the Term has expired.

 

 

 

STOCK COMPENSATION . As of the date of this Employment Agreement, Executive shall be granted a stock option to purchase that number of shares of

 

 


 

 

 

 

AHFP’s $.001 par value common stock (Common Stock) that equals twelve percent (12%) of the Common Stock issued and outstanding on a fully-diluted basis assuming all shares of the AHFP’s Redeemable Convertible Preferred Stock (“Preferred Stock”) were converted into Common Stock at the conversion price of thirty cents ($.30) per share, as more specifically set forth in the Stock Option Agreement of even date herewith.

 

 

 

BENEFITS . Executive shall be entitled to full reimbursement of his current family life and medical benefit coverage, including medical, dental and prescription. Executive shall be reimbursed for a monthly parking allowance of no greater than five hundred dollars per month ($500.00) and reimbursement for corporate use of his personal automobile for business development purposes only (not including daily commutation) at a rate of $.30 per mile. Subject to AHFP standard rules and practices, Executive shall be reimbursed for all reasonable and necessary business expenses incurred by Executive in the ordinary course of business on behalf of AHFP, subject to the presentation of appropriate documentation and approval,


 
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