EXECUTIVE EMPLOYMENT AGREEMENTEmployee Retention Agreement |
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Exhibit 10.1
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EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT made this 27th day of FEBRUARY 2008 by and between Cross Atlantic
Commodities Inc, a Nevada corporation (the "Company"), and JORGE BRAVO (the
"Executive").
The Company presently employs the Executive as President and Chief
Executive Officer.
The Board of Directors of the Company (the "Board) recognizes that the
executive's contribution to the growth and success of the Company. The Board
desires to provide for the continued employment of the Executive and to make
certain changes in the Executive's employment arrangements with the Company
which the Board has determined will reinforce and encourage the continued
attention and dedication to the Company of the Executive as a member of the
Company's management, as is deemed to be in the best interest of the Company and
its shareholders. The Executive is willing to commit himself to continue to
serve the Company, on the terms and conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to enter
into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the promises and the respective covenants and
agreements of the parties herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Employment.
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The Company hereby agrees to employ the Executive, and the Executive hereby
agrees to continue to serve the Company, on the terms and conditions set forth
herein.
2. Term.
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The Employment of the Executive by the Company as provided in paragraph I will
commence on the date hereof and end after five (5) years on February 27, 2013
unless extended as provided in Section 8 hereof, or, unless sooner terminated as
hereinafter provided. In the event that the Company is sold, or there is a
change in ownership removing the executive from his position as President and
Chief Executive Officer, the remainder of the executives salary shall become
part of the purchase price, and the executive shall receive full payment in cash
(USD) for the remainder of the term of the contract. Should the contract, for
any reason, be terminated by the Board of Directors the remainder of the
contract will, within 10 days of termination, be paid to the executive in cash
(USD).
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3. Position and Duties.
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The Executive shall serve as President and Chief Executive Officer of the
Company and shall have such responsibilities and authority as may from time to
time be assigned to the Executive by the Board, during the term of this
Agreement the Executive shall be a member of the Board of Directors. The
Executive shall devote substantially all his working time and efforts to the
business and affairs of the Company.
4. Place of Performance.
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In connection with the Executive's employment by the Company, the Executive
shall be based in Broward Counties in Florida, except for required travel on the
Company's business to an extent substantially consistent with present business
travel obligations.
5. Compensation and Related Matters.
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(a) Salary. During the period of the Executive's employment hereunder the
Company shall pay to the Executive a salary at a rate of not less than
$150,000 per annum in equal installments as nearly as practicable on a
bi-weekly basis consistent with Company policy, less any salary paid to the
Executive by affiliates of the Company for services rendered to such
affiliates. This salary may be increased from time to time in accordance
with normal business practices of the Company and, if so increased, shall
not thereafter during the term of this Agreement be decreased. Compensation
of the Executive by salary payments shall not be deemed exclusive and shall
not prevent the Executive from participating in any other compensation or
benefit plan of the Company. The salary payments (including any increased
salary payments) hereunder, and no other compensation, benefit or payment
hereunder shall in any way limit or reduce the obligation of the Company to
pay the Executive's salary hereunder. Should, for any reason, the company
not pay the executives salary, the executive can elect to accrue the unpaid
salary, or direct the company to issue the compensation in the form of
stock or stock options. Should the election be to take stock, the company
shall be obligated to incur all expenses related to that transaction, which
shall include transfer fees, attorney fees and any state or federal tax
liabilities.
The executive, when under paid, may seek to subsidize his income with
Consultant work, which is paid to the company. The company will fully
reimburse the executive any fees paid to the company as a result of said
consultancy.
The adjustment of non-paid income and/or election of method that the
executive chooses to be paid may be, at the executives sole decision be
determined at anytime during the term of the contract. However, the price
of the stock and the number of shares to be issued shall be determined by
the Bid price at the time the election is made.
(b) Expenses. During the term of the Executive's employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in performing services hereunder, including
all expenses of travel and living expenses while away from home on business or
at the request of and in the service of the Company, provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by the Company.
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(c) Other Benefits. The Company shall maintain in full force and effect, and the
Executive shall be entitled to continue to participate in all of its employee
benefit plans or arrangements providing the Executive with at least equivalent
benefits thereunder. The Company shall not make any changes in such plans and
arrangements which would adversely affect the executive's rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all
officers of the Company and does not result in a proportionately greater
reduction in the rights of or benefits to the Executive as compared with any
other officers of the Company. The Executive shall be entitled to participate in
or receive benefits under any employee benefit plan or arrangement made
available by the Company in the future to its officers and key management
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Nothing paid to the
executive under any plan or arrangement presently in effect or made available in
the future shall be deemed to be in lieu of the salary payable to the executive
pursuant to paragraph (a) of this Section. Any payments or benefits payable to
the executive hereunder in respect of any calendar year during which the
executive is employed by the Company for less than the entire such year shall,
unless otherwise provided in the applicable plan or arrangement, be prorated in
accordance with the number of days in such calendar year during which he is so
employed.
(d) Stock Options. The Company shall authorize the grant of stock options, under
a Stock Option Plan that has been adopted by the Company, to the Executive.
(e) Bonus. The Company shall pay Executive an annual bonus in an amount equal to
five percent (5%) of the pre-tax income or net cash-flow, whichever is greater,
of the Company and its subsidiaries on a consolidated basis (determined in
accordance with generally accepted accounting principals, after all deductions,
including depreciation, but not including any federal, state or local income tax
obligations. The Company shall pay such bonus to Executive within ten (10) days
after the date the Company receives its audited financial statements from its
accountants for the fiscal year with respect to which the bonus is to be paid,
or if audited financial statements are not prepared for such fiscal year, within
ninety (90) days of the expiration of such calendar year. Such Bonus amount
shall not be less than twenty- percent (20%) of the Executive's annual
compensation. The executive, at his sole discretion, can wave, and lower the
bonus amount based upon the company's financial position. Once waved or lowered,
the executive would have no rights to accrue the amounts waved or lowered for
future payment.
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Payments otherwise due the Executive pursuant to the Company's bonus plan will
not be made if the Executive's employment is terminated pursuant to Section 6(c)
hereof prior to the Company's fiscal year-end. If the Executive's employment is
terminated for any reason other than pursuant to Section 6(c) hereof, the
Executive shall receive his bonus prorated in accordance with the number of days
in the Company's fiscal year during which he is employed. If the Executive's
employment is terminated, for any reason other than cause, as described in 6(c),
on or after the Company's fiscal year-end, but before actual payment of the
Company's year-end bonus in September, the Executive shall be entitled to his
bonus payment Absent written consent, after a Change in Control of the Company
(as defined below), no action or inaction by the Executive within ninety (90)
days following the occurrence of the events described in 6(d)(A)(i), 6(d)(A)(ii)
or 6(d)(A)(iii) hereof shall be deemed consent to such events; (b ) a failure by
the Company to comply with any material provision of this Agreement which has
not been cured within ten (10) days after for the previous year.
6. Termination.
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The Executive's employment hereunder may be terminated without any breach of
this Agreement only under the following circumstances:
(a) Death. Upon the executives death this employment agreement will be
terminated. The remainder of the contract shall be paid to the executives heir
or beneficiary as provided for in this contract Reference (7b).
(b), Disability. If, as a result of the Executive's incapacity due to physical
or mental illness, the Executive shall have been absent from his duties
hereunder on a full-time basis for the entire period of six (6) consecutive
months, the Company may terminate the Executive's employment hereunder.
(c) Cause. The Company shall have the right to terminate the employment of
Executive under this Agreement, as well as any and all compensation to which
Executive would otherwise be entitled hereunder ( except for compensation to
which Executive is entitled through the date of such termination and any
benefits referred to in Section 5 hereof in which Executive has a vested right
under the terms and conditions pursuant to which such benefits were granted),
only in the manner set forth in this Section 6 if, and only if, Executive shall
have committed any of the following acts (any such act being hereinafter
referred to as an " Act of Cause"):
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(i) Executive, other than as a result of circumstances described in
Sections 6(a), 6(b) or 6(d) hereof, shall have repeatedly failed to perform
his material duties hereunder (other than by reason of disability) or shall
have willfully breached in any material respect his other obligations as
set forth herein; provided. however. the Company shall first have notified
Executive in writing, and in reasonable detail, as to the manner in which
Executive has so failed to perform his duties or breached his other
obligations hereunder and Executive, within thirty (30) days thereafter,
shall have failed to cure such failure or breach within 60 days.
(ii) Executive shall have committed gross negligence in the performance of
his duties or obligations hereunder which shall have resulted in a material
loss to the Company;
(iii) Executive shall have been convicted of any felony or have committed
any material act of proven dishonesty against the Company;
(iv) Executive shall have breached Sections 10 or 11 hereof in any material
respect.
In the event the Company elects to terminate Executive's employment
hereunder as set forth above, the Company shall give written notice to such
effect to Executive, which notice shall describe in reasonable detail the
actions of Executive constituting the Act of Cause, and Executive's
employment under this Agreement shall thereupon terminate as of a date to
be specified in such notice, which date shall not be less than fifteen (30)
days after the delivery of such notice. In no event shall the termination
be caused by failure or discrepancies due to compliance issues contained
within the Sarbanes-Oxley Act and the certification required by the
Executive.
(d) Termination by the Elective. The Executive may terminate his employment
hereunder (A) for Good Reason or (B) if his health should become impaired to an
extent that makes his continued performance of his duties hereunder hazardous to
his physical or mental health or his life, provided that the Executive shall
have furnished the Company with a written statement from a qualified doctor to
such effect and provided, further, that, at the Company's request, the Executive
shall submit to an examination by a doctor selected by the Company and such
doctor shall have concurred in the conclusion of the Executive's doctor.
For purposes of this Agreement, "Good Reason" shall mean (a) a Change in Control
of the Company (as defined below), or (b) a material breach by the Company of
any of the Executive's rights hereunder, including (i) a decrease in the total
amount of the Executive's base salary below the level set forth in Section 5(a),
or a decrease in the bonus percentage to which the Executive is entitled under
Section 5(e), (ii) a reduction in the responsibility and authority of the
Executive without the Executive's consent, as determined by the Executive in his
reasonable
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discretion, (iii) a geographical relocation of the Executive without his
consent; or (iv) any purported termination of the Executive's employment which
is not effected pursuant to a Notice of Termination satisfying the requirements
of paragraph (e) hereof (and for purposes of this Agreement no such purported
termination shall be effective). Absent written consent, no action or inaction
by the Executive following the occurrence of the events described in the
definition of Good Reason shall be deemed consent to such events.
For purposes of this Agreemen






