|
Exhibit 10.1
------------
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.
----------
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.
----
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).
<PAGE>
3. Position and Duties.
-------------------
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.
--------------------
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.
--------------------------------
(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.
2
<PAGE>
(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.
3
<PAGE>
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.
-----------
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"):
4
<PAGE>
(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
5
<PAGE>
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 Agreement, a "Change in Control of the
Company" shall be
deemed to have occurred if(Y) any "person" as such term is used
in Sections
13(d)
| 
