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MARK
C. MIRKEN
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the “Agreement”
),
dated as of September 4, 2007, by and among Millennium
Biotechnologies, Inc., a Delaware corporation
(“Company”), Millennium Biotechnologies Group Inc.
(“Group”) and Mark C. Mirken
(“Executive”).
WHEREAS, the
Company is a research-based nutraceutical company and a pioneer in
the emerging field of specialized nutritional
supplements;
WHEREAS, the
Company is a wholly owned subsidiary of Group, a publicly held
company;
WHEREAS ,
the Company desires to employ the Executive initially as its
President and Chief Operating Officer and, subject to certain
conditions herein, as its Chief Executive Officer, and Executive
desires to be so employed by the Company, on the terms and
conditions herein provided.
WHEREAS, the
Executive, for no additional compensation, has agreed to serve as
the President of Group.
NOW ,
THEREFORE ,
in consideration of the foregoing and of the respective covenants
and agreements of the parties herein contained, the parties hereto
agree as follows:
1.
Employment .
During the term of this Employment Agreement, as defined in section
“2” hereof (the “Term”), the Company shall
employ the Executive, and the Executive shall render services to
the Company as its President and Chief Operating Officer and shall
report directly to the Board of Directors of the Company and Group.
The Executive shall have such duties as are consistent with the
positions of President. Executive shall devote his full time to the
performance of his duties under this Employment Agreement and shall
perform them faithfully, diligently and competently. The Executive
represents and warrants that neither the execution by him of this
Agreement nor the performance by him of his duties and obligations
hereunder will violate any agreement to which he is a party or by
which he is bound. At such time as the Company has achieved
revenues in excess of $1,250,000 in any fiscal quarter during the
Term, the Executive shall also assume the position of Chief
Executive Officer and shall become a member of the Board of
Directors of the Company and Group without change in the
compensation provided hereunder.
2.
Term of Employment .
Unless earlier terminated as provided in this Employment Agreement,
the term of Executive's employment under this Employment Agreement
(the “Term”) shall commence on the date hereof (the
“Effective Date”) and continue until three years from
the date hereof, provided the Executive shall have the right to
extend the Term for two additional years upon written notice to the
Company given at least 180 days prior to the expiration of the
original three year Term hereof.
3.
Compensation .
(a)
Base Salary .
Company shall pay to Executive throughout the Term an annual salary
(the “Base Salary”) payable monthly on the 15th day of
each month during the Term. The Base Salary shall be at the rate of
$350,000 per year.
(b)
Bonus .
(i) In addition to the Base Salary, during the Term, the Company
shall pay to Executive an annual bonus (the “Bonus”),
payable within ninety days after the end of each fiscal year of the
Company. The Bonus shall equal the dollar amount set forth in the
following schedule (“Bonus Schedule”) which corresponds
to the Company’s gross sales for the fiscal year in which the
sales objective was met. The gross sales shall be determined in
accordance with the Company’s annual financial statement as
certified by the Company’s accountants.
Bonus Schedule
| Gross Sales
|
|
Annual Bonus
|
|
|
Under
5,000,000
|
|
0
|
|
|
5,000,000
|
|
$
|
100,000.00
|
|
|
8,000,000
|
|
$
|
250,000.00
|
|
|
11,000,000
|
|
$
|
425,000.00
|
|
|
15,000,000
|
|
$
|
600,000.00
|
|
|
20,000,000
|
|
$
|
750,000.00
|
|
|
25,000,000
|
|
$
|
900,000.00
|
|
|
30,000,000
|
|
$
|
1,050,000.00
|
|
|
35,000,000
|
|
$
|
1,175,000.00
|
|
|
40,000,000
|
|
$
|
1,300,000.00
|
|
|
45,000,000
|
|
$
|
1,425,000.00
|
|
|
50,000,000
|
|
$
|
1,550,000.00
|
|
|
55,000,000
|
|
$
|
1,675,000.00
|
|
|
60,000,000
|
|
$
|
1,800,000.00
|
|
|
65,000,000
|
|
$
|
1,925,000.00
|
|
|
70,000,000
|
|
$
|
2,055,000.00
|
|
|
75,000,000
|
|
$
|
2,185,000.00
|
|
|
80,000,000
|
|
$
|
2,315,000.00
|
|
|
85,000,000
|
|
$
|
2,445,000.00
|
|
|
90,000,000
|
|
$
|
2,585,000.00
|
|
|
95,000,000
|
|
$
|
2,725,000.00
|
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All
amounts specified in this agreement are in US
Dollars.
(ii)
For
gross sales in excess of $100,000,000, the amount of any
additional bonus, if any, shall be within the discretion of
the Board of Directors of the Company.
4.
Benefits .
(a)
General Fringe Benefits .
Executive shall be entitled to participate in the life,
hospitalization, health, accident and disability insurance plans,
health programs, pension plans, and other benefit and compensation
plans, which are or which may become generally available to senior
executives of the Company from time to time.
(b)
Reimbursements .
Company shall pay or reimburse Executive for all reasonable
expenses actually incurred or paid by Executive during the Term in
the performance of Executive's duties to Company upon presentation
by Executive of expense statements or vouchers.
(c)
Automobile .
Company shall pay Executive $2,000.00 per month as full
reimbursement for any and all expenses relating to the use of an
automobile during the Term in the performance of Executive's duties
to Company, including insurance, maintenance and
garage.
(d)
Vacation .
The Executive shall be entitled to fifteen (15) days paid vacation
each year during the Term in accordance with the applicable
policies of the Company.
5.
Options. Within
30 days following the end of each fiscal year during the Term,
Group shall issue to the Executive three year Options to purchase
at an exercise price of $.01 per share, a number of shares of
common stock of Group as shall equal the greater of (i) one percent
of all issued and outstanding shares of common stock of Group at
the end of such fiscal year, for each $20,000,000 incremental
increase in gross sales for such fiscal year which is in excess of
the prior high point of gross sales reported in any prior fiscal
year by the Company; or (ii) one percent of all issued and
outstanding shares of common stock of Group at the end of such
fiscal year, for each $30,000,000 increase in market capitalization
of Group over and above the high point of market capitalization of
Group for any fifteen consecutive trading days preceding such
fiscal year. “Market Capitalization” shall mean the
average closing bid price for common stock of Group for the fifteen
trading days prior to the end of such fiscal year multiplied by all
outstanding shares of common stock of Group.
6.
Signing Bonus .
The Company shall pay Executive a Signing Bonus in the amount of
$100,000 and Group shall issue 6,000,000 shares of its Common Stock
to the Executive upon execution of this Agreement.
7.
Gross Up Provision :
The
Executive’s Base Compensation shall be
“grossed-up” to create a neutral tax impact, if any, on
the issuance of any shares or options to the Executive under this
Agreement.
8.
Relocation Expense. The
Company shall pay temporary housing expenses of the Executive not
to exceed $12,750 per month for one year; and shall reimburse the
Executive for moving and relocation expenses from Dallas to New
Jersey, such expenses not to exceed $15,000.
9.
Termination of Employment .
(a)
Death .
Executive's employment shall terminate upon his death, and in such
event, the estate or other legal representative of Executive shall
be entitled to receive
(A)
Executive's Base Salary for a period equal to the lesser of
(i) three months from the date of death or (ii) the balance of
the Term; (B) all compensation and any Options which have been
granted to the Executive and benefits that are accrued and
unpaid as of the date of death.
(b)
Termination by Company .
Executive's employment may be terminated at the option of Company
by notice to Executive (i) as a result of Executive's disability as
provided in section 9(c) hereof, or (ii) for
A cause
@ as
defined and provided in section 9(d) hereof.
(c)
Disability .
As used in this Employment Agreement, the term
A disability
@ shall
mean a physical or mental disability or incapacity, whether total
or partial, of Executive that, in the good faith determination of
Company's Board of Directors or based upon reasonably competent
medical advice, has prevented him from performing substantially all
of his duties under this Employment Agreement during a period of 30
days during any twelve month period. If Company shall terminate
Executive's employment pursuant to th
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