Sample Business Contracts

Executive Employment Agreement - California Culinary Academy Inc. and Thomas Spanier

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    This Employment Contract ("Agreement") is entered into as of May 1, 1998
("Effective Date") by and between the California Culinary Academy, Inc., A
California Corporation ("Employer") and THOMAS SPANIER ("Employee").


    WHEREAS Employer is doing business as a culinary educational institution and
wishes to avail itself of the services of Employee; and

    WHEREAS Employee has expertise and experience and is willing to perform and
provide certain services for Employer, all in accordance with the following
terms and conditions;

    NOW THEREFORE, in consideration of the fore going premises and mutual
covenants herein contained, the parties hereto agree as follows:



    The Employer hereby agrees to employ the Employee, and the Employee agrees
to serve the Employer as its Vice President of Development and Chief Operating
Officer for the period stated in Paragraph 3 hereof, and upon other terms and
conditions as herein provided.


    The Employee shall exert his best efforts and devote all his business time
and attention to the affairs of the Employer. The Employee shall serve as the
Vice President of Development and Chief Operating Officer with overall
responsibility for acquisition mergers, media program development, new site
selection and development, facilities maintenance and other such duties as may
be assigned or amended by the President and/or the Board of Directors of the
Employer from time to time. The Employee shall be subject the restrictions,
limitations and guidelines set forth by resolutions of the Board of Directors
adopted by the Board. As Vice President of Development and Chief Operating
Officer, the Employee will report directly to the President of Employer.

3.  TERM

    The term of this Agreement shall be for a five (5) year period, commencing
on May 1, 1998 (the "Effective Date") and ending on April 30, 2003 ("Termination
Date"), subject to the termination provisions set forth in Paragraph 13


    During the period of his employment hereunder and except for illness,
specified vacation periods and reasonable leaves of absence, the Employee shall
devote his best efforts and all his business time, attention and skill and
efforts to the business and affairs of the Employer and its affiliated
companies, as such business and affairs now exist and as they may hereinafter be
changed or added to under and pursuant to the general direction of the Board of
Directors of the Employer; provided, however, that with the approval of the
Board of Directors of the Employer, the Employee may serve, or continue to
serve, on the Board of Directors of, or hold any other offices or positions in,
companies or organizations which, in such Board's judgement, will not present
any conflict of interest with the Company or any of its subsidiaries or
affiliates or divisions, or materially effect the performance of Employee's
duties pursuant to this Agreement. The Employer shall retain full direction and
control of the means and methods by which the Employee performs services for
which he is employed hereunder.

    During the period of employment under this Agreement, the Employer shall pay
the Employee as compensation for his services the sum of $150,000 per year
($12,500 per month)("Base Compensation"), or such higher salary as may be, from
time to time, approved by the Board of Directors.


    Employee shall have an opportunity to earn a bonus of 10% of his or her
annual base salary when the annual operating plan and profits are achieved. In
the event that the operating revenue and the profit plan is exceeded by 5% - 9%,
a bonus of 20% of base salary will be awarded. In the event that the operating
revenue and the profit plan is exceeded by 10% or more, 30% of the base salary
will be awarded provided that the Board of Directors and President are satisfied
with executive's people skills and performance of required duties.


    During the term of this Agreement, the Employee shall be entitled to the
following Employer-paid benefits:

    (A)  MEDICAL AND DENTAL COVERAGE.  Commencing May 1, 1998 the Employee, his
wife and those children who qualify will be eligible to participate in the
Employer's current Employee Group Medical and Dental Insurance Programs on the
same basis as other executives of the Employer.

    (B)  DISABILITY INSURANCE.  Commencing May 1, 1998 the Employee will be
eligible to participate in the Employer's current Executive Disability Insurance
Program on the same basis as other executives of Employer.

    (C)  LIFE INSURANCE.  If the Employee qualifies for coverage, the Employer
agrees to purchase and maintain a policy of term life insurance on the Employee
in the amount of $15,000, to remain in effect for the duration of the Agreement.

    (D)  HOLIDAYS.  Employee shall be entitled to seven fixed holidays and one
floating holiday per calendar year.

    (E)  SICK DAYS.  Employee shall be entitled to six sick days during each
year employment under the Agreement. Said sick days shall not accrue beyond ten
days at any given time.

    (F)  VACATION.  The Employee shall be entitled to fifteen paid days of
vacation per year of employment.

    (G)  PARKING ALLOWANCE.  The Employer will provide the Employee with a
parking allowance of $150 per month.

    (H)  401K PARTICIPATION.  Employee shall also be entitled to immediately
participate in Employer's 401K program.


    The Employer will grant the Employee options to purchase a total of 50,000
shares of Common Stock of the Employer which shall be exercisable in accordance
with the following schedule and the following purchase prices:

               DATE OPTION MAY        NO. OF     PURCHASE PRICE       OPTION
-----------  --------------------  ------------  ---------------  ---------------

Number 1     November 1, 1998          10,0000      $    7.25        May 1, 2003

Number 2     May 1, 1999               10,0000      $    7.25        May 1, 2003

Number 3     November 1, 1999          10,0000      $    7.25        May 1, 2003

Number 4     May 1, 2000               10,0000      $    7.25        May 1, 2003

Number 5     November 1, 2000          10,0000      $    7.25        May 1, 2003

    Options granted to Employee shall be subject to the terms of Employer's
Stock Option Plans and Standard Stock Option Agreement letter.


    If, during the term of this Agreement, the Employee becomes disabled or
incapacitated hereunder by reason of illness or other physical or mental
incapacity and is unable to properly perform Employees responsibilities, the
Employer shall continue to pay the Employee his then-current salary for the
first three (3) months of such Disability, less sums equal to the amount
received by the Employee under the Employer's Disability Insurance Policy and/or


    (a) The Employee agrees that during the term of his employment under this
Agreement, he will engage in no other business activities directly or indirectly
which are or may be competitive with or which might place him in a competing
position to that of the Employer, or any of its affiliated companies.

    (b) The Employee realizes that during the course of his employment, the
Employee will have produced and/or have access to confidential business plans,
information, business opportunity records, notebooks, data formula, inventions,
patents, copyrights, concepts, ideas, specifications, trade secrets, customer
lists, student lists and secret inventions and processes of the Employer and its
affiliated companies. Therefore, during or subsequent to his employment by the
Employer, or by an affiliated company, the Employee agrees to hold in confidence
and not to directly or indirectly disclose or use or copy or make lists of any
such information, except to the extent authorized by the Employer in writing.
All records, files, business plans, documents, equipment and the like, or copies
thereof, relating to the Employer's business, or the business of an affiliated
company, which the Employee shall prepare, or use, or come into contact with,
shall remain the sole property of the Employer, or of an affiliated company, and
shall not be removed from the Employer's or the affiliated company's premises
without the Employer's written consent and shall be promptly returned to the
Employer upon termination of employment with the Employer and its affiliated


    In the event that Employee terminates his employment under this Agreement,
Employee shall, not, for a period of six (6) months after working for Employer,
work for, in any capacity, direct competitors

of Employer. For the purpose of this Agreement direct competitors shall be
defined as any organization offering culinary certificate or degree educational
programs to the general public.


    The Employer will reimburse the Employee for all reasonable and necessary
expenses incurred by him in carrying out his duties under this Agreement. The
Employee shall present to the President from time to time an itemized account of
such expenses, along with all appropriate back-up documentation, as will be
required by the Employer.



    During the first two years of the term of this Agreement (May 1, 1998 to May
1, 2000) there can be no termination of the Employee except for "Termination for
Cause" as outlined below:

    Notwithstanding anything herein to the contrary, the Employer may, without
liability, terminate the Employee's employment hereunder for cause at any time
upon written notice from the Board of Directors specifying such cause, and
thereafter the Employer's obligations hereunder shall cease and terminate;
provided, however, that such written notice shall not be delivered until after
the Board of Directors shall have given the Employee written notice specifying
the conduct alleged to have constituted such cause and the Employee has failed
to cure such conduct, if curable, within ten (10) days following receipt of such
notice. Grounds for "Termination for Cause" include, but are not limited to, one
or more of the following:

    (1) A willful breach of duty by Employee during the course of his

    (2) Habitual neglect of duty by the Employee;

        (3) The Employee's failure to perform and/or meet the objective
    measurable standards set by the Board of Directors;

        (4) Action or inaction by the Employee which places the Employer in
    circumstances of financial peril;

    (5) Dishonest or illegal conduct of the Employee.


    After completion of two years of employment hereunder, the Board of
Directors may terminate the employment of the Employee upon ninety (90) days
written notice without cause by a majority vote, if, in the opinion of the Board
of Directors, the Employee has failed to discharge his duties and
responsibilities to the satisfaction of the Board.


    In the event that Employer is sold to another company the stock options
granted to Employee under this Agreement shall immediately become fully vested
to Employee. In the event that Employee is not retained by the acquiring company
under the terms of this Agreement or other terms acceptable to Employee,
Employee shall be entitled to severance pay equal to one (1) year of Employee's
most recent Base Compensation.


    Employee represents and warrants that Employee is not bound by any covenant
or agreement, oral or written, which prohibits Employee from entering into this
Agreement and from being Employed by Employer.


    If any one or more of the provisions hereof shall be held to be invalid,
illegal or unenforceable, the validity and enforceability of its other
provisions shall not be affected thereby.


    The Employee's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, nor shall Employee's rights be subject
to encumbrance or to the claims of the Employer's creditors. Nothing in this
Agreement shall prevent consolidation of the Employer with, or its merger into,
any other corporation, or the sale by the Employer of all or substantially all
of its assets.


    Any notice required to be given pursuant to the provisions of this Agreement
shall be in writing and hand delivered or mailed prepaid as appropriate to
Employers President at the address of Employer's corporate offices or the
Employee at the most recent address in Employee's personnel file.


    Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in the city of San
Francisco, California in accordance with the Rules of the American Arbitration
Association, and the judgement upon the award rendered by the arbitration may be
entered in any court having jurisdiction thereof.


    This Agreement shall be governed by and construed according to the laws of
the State of California.


    This Agreement contains the entire understanding of the parities and may not
be amended, supplemented, or discharged except by an instrument in writing
signed by the parties hereto.


    This Agreement shall inure to the benefit of and shall be binding upon
Employer, its successors, and assigns.

    IN WITNESS WHEREOF, The parties hereto have executed this Agreement as of
the date first above written.

Dated:                   12-10-98                  CALIFORNIA CULINARY ACADEMY

                                                   By               /s/ KEITH KEOGH
                                                                 Keith Keogh, President

Dated:                   12-10-98                  By              /s/ THOMAS SPANIER
              --------------------------               -----------------------------------------
                                                                     Thomas Spanier


    The purpose of this Addendum entered into as of June 1, 1999 ("Effective
Date") is to amend and add provisions to the Employment agreement ("Agreement")
dated May 1, 1998 by and between the California Culinary academy, Inc., a
California Corporation ("Employer") and TOM SPANIER("Employee") and when
executed will become a part of said Agreement.


    WHEREAS, certain shareholders of Employer have announced that they intend to
vote out the existing Board of Directors at the next Shareholders meeting and
attempt to sell Employer, and

    WHEREAS, Employee is concerned that his/her position in the company may not
be secure do to the possibility of a change in the composition of the Board of
Directors and/or the sale of Employer, and

    WHEREAS, Such concerns may cause employee to seek employment elsewhere, and

    WHEREAS, Employees continuing to service to Employer is important to insure
a continuity of management and to maintain shareholder value, and

    NOW THEREFORE, to insure employees continuing service, to free Employee from
the concern that a change in the make up of the Employer's Board of Directors
will negatively impact employee's status with the Employer and to allow Employee
to dedicate his/her full time, attention and energy to Employer's business, the
following provision is hereby added to Agreement:


    In the event of a change in the composition of the Employer's Board of
Directors ("Existing Board") resulting in a majority of the present directors of
Employer not constituting a majority ("Board Change") and Employee elects within
120 days of said majority change to sever his/her employment with Employer or if
Employee is terminated by Employer within 120 days of said Board change,
Employee shall be entitled to severance pay equal to one (1) year of Employee's
most recent base compensation and one year of continuing medical insurance
coverage and all stock options previously granted to Employees shall become
fully vest to Employee. Not withstanding the above, directors of Employer who
were elected by or on recommendation of Existing Board shall be excluded in
determining that a change in the majority of existing Board has taken place.

    IN WITNESS THEREOF, the parties hereto have executed this Addendum as of the
date first above written:

Date:                   6/17/99                    California Culinary Academy, Inc.

                                                   By:              /s/ KEITH H. KEOGH
                                                               Keith H. Keogh, President

Date:                   12/10/98                   By:               /s/ TOM SPANIER
              --------------------------              -------------------------------------------
                                                                      Tom Spanier