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Exhibit
10.9*
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Employment Agreement with
D. W. Dowe
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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:
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1.0
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SCOPE OF
ENGAGEMENT
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1.1
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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.
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1.2
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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.
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COMPENSATION
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2.1
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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.
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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.
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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.
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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.
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STOCK COMPENSATION
. As of the date of this Employment
Agreement, Executive shall be granted a stock option to purchase
that number of shares of
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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.
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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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