Sample Business Contracts

Employment Agreement - Poore Brothers Inc. and Thomas W. Freeze

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  ("Agreement")  is made  and  entered  into
effective as of the 10th day of April,  1997 ("Effective  Date"), by and between
POORE BROTHERS, INC. ("Company"),  a Delaware corporation,  and THOMAS W. FREEZE
("Employee"), a married man.

         In consideration of the mutual promises and covenants contained herein,
and other good and valuable consideration, the receipt of which is acknowledged,
Company and Employee agree as provided in this Agreement.

         1. Employment.  Company hereby employs  Employee,  and Employee accepts
employment  by  Company,  upon  the  terms  and  conditions  contained  in  this

         2. Term.  Employee's  employment by Company shall commence on April 10,
1997,  and shall  continue  until either  Company or Employee gives to the other
party written notice of  termination.  Employee shall be an employee at will and
if Employee's employment is terminated,  Employee's status as officer of Company
shall also be terminated.  Either  Company or Employee may terminate  Employee's
employment by Company with or without cause upon written  notice of  termination
to the other party.

         3.  Title.  During  the period of  Employee's  employment  by  Company,
Employee  shall  be Vice  President,  Chief  Financial  Officer,  Secretary  and
Treasurer of Company and shall have all rights, powers and authority inherent in
such  positions  including,  without  limitation,  the  authority  to direct and
monitor the day-to-day  financial  operations and status of Company,  subject at
all times, to overriding Board of Directors' ("Board") authority and/or policy.

         4.  Compensation.  During the initial year of Employee's  employment by
Company,  Employee  shall receive from Company an annual salary of  $105,000.00,
which shall be payable  proportionately  on Company's  regular  payroll  payment
dates for its employees.  Employee's annual salary shall be subject to change at
the discretion of Company's compensation committee.

         5.  Bonuses.  During and for the  period of  Employee's  employment  by
Company,  Employee  shall  receive such  bonuses,  whether  incentive,  merit or
otherwise  and whether  cash,  stock or  otherwise,  as  Company's  compensation
committee  shall  determine from time to time.  Although  Employee's  first-year
bonus is yet to be  determined  by Company's  compensation  committee,  Employee
acknowledges  that,  based  upon,  and  subject  to,  Employee's  and  Company's
performance,  a  target  amount  of  thirty  percent  (30%)  of base  salary  is
reasonable  and such  bonus  could  be up to  forty-five  percent  (45%) of base
         6. Fringe Benefits/Vacation. During the period of Employee's employment
by  Company,  Employee  shall be  entitled to  participate  in all of  Company's
qualified  retirement  plans and  welfare  benefit  plans  (e.g.,  group  health
insurance) on the same basis as Company's other employees.  In addition,  during
the period of Employee's  employment by Company,  Employee  shall be entitled to
participate in all non-qualified deferred compensation and similar compensation,
bonus  and  stock  plans  offered,   sponsored  or  established  by  Company  on
substantially  the same or a more  favorable  basis  as any  other  employee  of

         Employee shall be entitled to three weeks  vacation  (prorated for part
years) during each year of his employment with Company.

         7.  Telephone  and  Credit  Card.   During  the  period  of  Employee's
employment by Company, Company shall furnish to Employee the following:

                  (a)  Company  shall  furnish to  Employee a mobile or cellular
telephone for Employee's  use and shall pay all charges in connection  therewith
(except Employee shall reimburse  Company for the charges each month that are in
excess of $200 of charges in such month which are not  accounted for by Employee
as charges for the  purposes of  Company).  The  telephone  to be  furnished  to
Employee shall be agreed upon by Company and Employee from time to time.

                  (b) Company  shall  furnish to Employee a Company  credit card
for Employee to use solely for purposes of Company.

         8. Options.

                  Company  hereby  grants to  Employee  the right and  option to
purchase  125,000  shares  of  Company's  $0.01 par value  voting  common  stock
("Common Stock"),  in accordance with Company's 1995 Stock Option Plan ("Plan"),
at a price  per  share  equal to the  average  closing  bid  price  per share of
Company's  stock for the five (5)  consecutive  day trading period ending on the
Effective Date hereof. These options will vest in equal 41,667 (41,666 shares in
the final year) share increments on the first, second and third anniversaries of
the  Effective  Date.  Employee  acknowledges  receipt of a copy of the Plan and
agrees to the terms set forth therein. Employee further recognizes that the Plan
is subject to change from time to time by the Board of Directors of Company. All
of the terms and conditions of the options  described  herein shall otherwise be
governed by the terms of the Plan including, without limitation,  exercise dates
and times,  payment of option prices,  revisions of the Options,  expiration and
the like,  all of the terms and  conditions  of which Plan are  incorporated  by
reference  into this  portion of this  Agreement as if fully  rewritten  herein.
Notwithstanding the foregoing,  all of the options granted to Employee hereunder
shall immediately,  and without further action of
any party,  vest upon a "change of control" of Company.  When used  herein,  the
term "change of control" shall mean the change of hands,  within any consecutive
one-month  period,  of more than fifty-one  percent (51%) of the voting stock of
the Company,  with the  concomitant  result that the new owner or owners of such
stock exercise their voting rights to "control" the identities of the members of
the Board,  as the term "control" is defined,  or to which reference is made, in
the regulations promulgated under the Securities Exchange Act of 1934.

         9. Confidentiality.

                  (a) During the period of Employee's  employment by Company and
for a one year period  thereafter,  Employee  shall hold in confidence and shall
not  disclose or publish,  except in the  performance  of his duties  under this
Agreement,  any Confidential Information (as defined below) that is presented or
disclosed to him in connection with his employment by Company.

                  (b)  Subject to the  provisions  of Section  9(c)  below,  for
purposes  of this  Agreement  the term  "Confidential  Information"  shall  mean
information  or  material  that is  proprietary  to and owned by  Company.  Such
Confidential  Information shall include,  without limitation,  Company's recipes
for specialty potato chips,  manufacturing  processes,  customer lists, supplier
lists and pricing information.

                  (c)  Notwithstanding  the  foregoing,  the  term  Confidential
Information shall not include any information or material that:

                  (i) is in, or has passed into, the public domain;

                  (ii)  is lawfully received by Employee from a third party;

                  (iii)  is  required  to be  disclosed  by  Employee  by law or
pursuant to an order  determination  issued by a court or any federal,  state or
municipal regulatory or administrative agency; or

                  (iv) was in the possession of, or known by,  Employee prior to
his Employment by Company.

                  (d) Employee acknowledges that the Confidential Information of
Company  is unique in  character  and that  Company  would not have an  adequate
remedy at law for a material breach or threatened material breach by Employee of
his covenants under this Section 9. Employee  therefor agrees that, in the event
of any such material  breach or threat  thereof,  Company may obtain a temporary
and/or  permanent  injunction or restraining  order to enjoin Employee from such
material breach or threat  thereof,  in addition to any other rights or remedies
available to Company at law or in equity.
                  (e)  Notwithstanding  the  foregoing,  Employee  may  disclose
Confidential  Information  to his attorneys and other advisors on a need to know
basis  provided the recipient is directed and required to maintain the disclosed
Confidential Information in confidence.

         10. Noncompete.  During the period of Employee's employment by Company,
Employee shall not,  directly or indirectly,  whether as principal,  consultant,
employee, agent, officer, director, trustee or otherwise, engage in the business
of manufacturing specialty potato chips, salted snack foods or popcorn or engage
in the business of distributing  specialty  potato chips,  salted snack foods or
popcorn. In addition,  Employee shall not, for a period of one year beginning on
the date of termination of his  employment,  directly or indirectly,  whether as
principal, consultant, employee, agent, officer, director, trustee or otherwise,
engage in the United States in the business of  manufacturing  specialty  potato
chips,  salted  snack  foods or popcorn  or engage in the  United  States in the
business of distributing  specialty potato chips, salted snack foods or popcorn.
Employee  acknowledges  that the foregoing  limitations are minimum  limitations
which are necessary to protect the  legitimate  interests of Company  because of
Employee's sensitive executive position with Company.  Therefore, if a breach of
the foregoing  shall occur,  in addition to any action for damages which Company
may have,  Company  shall have the right to obtain an  injunction as a matter of
right prohibiting Employee's  competition in violation of the foregoing.  In the
event  that the time  period of  non-competition  is deemed to be  unreasonable,
Employee acknowledges that 11 months shall be deemed reasonable. In the event 11
months is deemed unreasonable,  then 10 months is deemed reasonable,  and so on,
until the foregoing  covenant is enforceable to the fullest extent  permitted by
law.  Similarly,  in the event the entire United States is deemed  unreasonable,
states shall be eliminated one by one beginning with Maine,  continuing down the
east coast of the United States and in roughly in north to south linear  fashion
across the United States until the geographical  limit set forth above is deemed
reasonable to the fullest extent permitted by law.

         11. Severance. Although Employee is an employee at will, and Employee's
status as employee and officer of Company may be  terminated at any time for any
reason or for no reason at all,  Company  agrees that, if Employee is terminated
by  Company  (as  opposed  to  Employee  resigning)  without  "cause"  (to which
reference is made below),  Employee  shall be entitled to receive the greater of
the  then-common  Company  policy  compensation  as  regards  severance  pay for
individuals  employed by Company in similar  positions,  if any, or four months'
salary ("Severance Compensation"), which Severance Compensation shall be paid as
regular  compensation would be paid over said four-month period after Employee's
employment  is  terminated.  Employee  shall  further be  entitled to retain all
vested  options and Employer  shall pay  reasonable  (in  Employer's  reasonable
determination)  out-placement fees (not to exceed the greater of the then-common
Company policy as regards payment of out-placement expenses upon termination for
individuals  previously  employed by Company in similar  positions or $5,000.00)
regarding  Employee's  future  employment during the four month period following
the termination.  Employee's right to receive such Severance  Compensation shall
be conditioned  upon Employee  executing such  documents  (including  reasonable
mutual  releases  which also must be executed by Employee's  spouse,  if any) in
such forms as may be prescribed by Company from time to time.

         Employee acknowledges if Employee's employment is terminated by Company
for "cause,"  Employee shall be due no Severance  Compensation or  out-placement
assistance  and may  further  be liable to  Company  for  damages  caused by the
existence of such cause, to the extent permitted by law and this Agreement. When
used herein, the term "cause" shall mean and refer to any of the following:

                  (i) Employee's continued  insubordination or failure to follow
Company directives after notice from Company or its Board;

                  (ii)  Employee  conducting  himself  in a manner  which is not
reasonably  calculated  to be in the best  interest  of Company or which  brings
disrepute or disdain upon Company and/or its reputation  and/or products,  after
Employee has  received  notice from Company or the Board of such conduct and has
continued to persist in such conduct;

                  (iii)  Any  acts of  gross  negligence,  willful  malfeasance,
theft,  fraud or  dishonesty  of Employee or the  bankruptcy  or  insolvency  of

                  (iv)  The   death  or   disability   of   Employee,   Employee
acknowledging that such events are covered by Company's general benefit package;

                  (v)  Employee's  breach of any other  term of this  Agreement,
which breach  persists  after ten (10) days  written  notice to Employee of such

         12. Additional Provisions.

                  (a) This Agreement  shall not be assigned by either Company or
Employee  without the other  party's  prior  written  consent;  otherwise,  this
Agreement  shall be binding upon,  and shall inure to the benefit of, the heirs,
personal  representatives,  successors  and  assigns  of  Company  and  Employee

                  (b) This  Agreement and the rights and  obligations of Company
and Employee  shall be governed by, and shall be construed in  accordance  with,
the  laws of the  State  of  Arizona  without  the  application  of any  laws of
conflicts of laws that would  require or permit the  application  of the laws of
any other jurisdiction.

                  (c)  Time  is of  the  essence  of  this  Agreement  and  each
provision hereof.

                  (d) This  Agreement  sets  forth the entire  understanding  of
Company and Employee  with respect to the matters set forth herein and cannot be
amended or  modified  except by an  instrument  in  writing  signed by the party
against whom enforcement is sought.

                  (e) This  Agreement  is the  result  of  negotiations  between
Company and Employee,  and Company and Employee  hereby waive the application of
any rule of law  that  otherwise  would be  applicable  in  connection  with the
interpretation  and construction of this Agreement that ambiguous or conflicting
terms or provisions are to be interpreted or construed against the party who (or
whose  attorney)  prepared  the executed  Agreement or any earlier  draft of the

                  (f) If any  provision or any portion of any  provision of this
Agreement  shall be deemed to be  invalid,  illegal or  unenforceable,  the same
shall not alter the remaining  portion of such provision or any other  provision
of this Agreement, as each provision of this Agreement and portion thereof shall
be deemed severable.

                  (g) Except as may be  otherwise  required  by law,  any notice
required or permitted to be given under this Agreement shall be given in writing
and shall be given either by (i) personal  delivery,  or (ii) overnight  courier
service,  or (iii) facsimile  transmission,  or (iv) United States  certified or
registered  mail, in each case with postage prepaid to the following  address or
to such other  address as Company or Employee  may  designate by notice given to
the other party  pursuant to this section.  Notice shall be effective on (v) the
day notice is personally delivered,  if notice is given by personal delivery, or
(vi) the first business day after the date of delivery to the overnight delivery
service, if notice is given by such a delivery service,  (vii) the day notice is
received,  if notice is given by  facsimile,  or (viii) the fourth  business day
after  notice is  deposited  in the United  States  mail,  if notice is given by
United States certified or registered mail.

         Company:          Poore Brothers, Inc.
                           2664 South Litchfield Road
                           Goodyear, Arizona 85338-1500
                           Fax No. (602) 925-2363
         Employee:         Thomas W. Freeze
                           5120 East Exeter Blvd.
                           Phoenix, AZ  85018
                           Fax No. (602) 808-8903

                  (h) If any action, suit or proceeding is brought in connection
with this  Agreement,  or on  account  of any  breach of this  Agreement,  or to
enforce  or  interpret  any of the  terms,  covenants  and  conditions  of  this
Agreement,  the  prevailing  party shall be  entitled to recover  from the other
party or parties,  the prevailing party's reasonable  attorneys' fees and costs,
and the amount  thereof  shall be determined by the court (not by a jury) or the
arbitrator  and  shall be made a part of any  judgment  or award  rendered.  All
actions  arising  hereunder or out of Employee's  employment of Company shall be
adjudicated  in the Superior Court of the State of Arizona in and for the County
of  Maricopa,  Phoenix,  Arizona,  in which  Court the parties  irrevocably  and
unconditionally  stipulate  jurisdiction and venue. No action shall be commenced
                                   POORE BROTHERS, INC.

                                   By /s/ Eric J. Kufel
                                     Its President/CEO

                                   /s/ Thomas W. Freeze
                                   Thomas W. Freeze