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Sample Business Contracts

Employment Agreement - Poore Brothers Inc. and Mark C. Maggio

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

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                              EMPLOYMENT AGREEMENT

     This employment agreement  ("Agreement") is made and entered into effective
as of the ___ day of ___________,  2000 ("Effective Date"), by and between POORE
BROTHERS,  INC.  ("Company"),  a  Delaware  corporation,   and  MARK  C.  MAGGIO
("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
Agreement.

     2. TERM.  Employee's  employment by Company shall commence on the Effective
Date,  and shall  continue  for a two-year  period  from the date first  written
above.

     3. TITLE. During the period of Employee's  employment by Company,  Employee
shall be Vice  President of the Company and shall have such  rights,  powers and
authority in such positions as may be designated by Company's Board of Directors
from time to time.

     4.  COMPENSATION.  During the period of  Employee's  employment by Company,
Employee shall receive from Company an annual salary of $90,000.00,  which shall
be payable  proportionately  on Company's  regular payroll payment dates for its
employees.

     5. FRINGE BENEFITS.  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.

     6. AUTOMOBILE  ALLOWANCE,  TELEPHONE AND CREDIT CARD.  During the period of
Employee's  employment  by  Company,  Company  shall  furnish  to  Employee  the
following:

          (a) Company  shall pay for up to $200 per month (which amount shall be
reviewed at three-month  intervals) in automobile  gasoline  expenses charged to
Employee's AMEX corporate credit card, or the Company will reimburse Employee if
paid directly by Employee up to the agreed  limit.  In no event shall Company be
responsible for any other automobile related expenses, including but not limited
to insurance  (however  Employee shall maintain  insurance  coverage  reasonably
satisfactory  to Company),  oil,  tires,  warranty and routine service and other
maintenance and repairs for the automobile.  Employee  acknowledges  that he may
recognize  taxable  income  in  connection  with  Company's  providing  an  auto
allowance.

          (b) 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).  The  telephone to be  furnished  to Employee  shall be agreed upon by
Company and Employee from time to time.

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          (c) Company shall furnish to Employee a Company AMEX corporate  credit
card and long distance telephone card for Employee to use solely for purposes of
Company.

     7. CONFIDENTIALITY.

          (a) During the period of  Employee's  employment  by Company and for a
three 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,  financial information,  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 7.  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.

     8. INDEMNIFICATION.

          (a) Company  shall  indemnify  and hold  Employee  harmless and defend
Employee  for,  from and against all claims,  liabilities,  obligations,  fines,
penalties  and other  matters and all costs and expenses  relating to or arising
out of acts of Employee  during the course of his employment with the Company or
such  subsidiary or  affiliated  entity,  that is permitted by  applicable  law,
except  as  any  of  the  foregoing  arises  out  of or  relates  to  Employee's
negligence, willful malfeasance and/or breach of this Agreement.

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          (b)  Company  represents  and  warrant to  Employee  that  neither its
articles of incorporation nor its bylaws nor any resolutions of its shareholders
or board of directors  restricts or limits  Companies  rights or  obligations to
indemnify  Employee as provided in  subsection  (a) of this Section 8, except to
the extent such restrictions or limitations are required by applicable law.

     9.  NONCOMPETE.  During the period of  Employee's  employment  by  Company,
Employee  shall  not,  for a period  of three (3)  years  following  the date of
termination of their employment ("Time Limit"):

          (a) directly or  indirectly,  either  individually  or as a principal,
partner, agent, employee,  employer,  consultant,  stockholder,  joint venturer,
member,  manager or investor or as a director or officer of any  corporation  or
association, or in any other manner or capacity whatsoever, engage in, assist or
have any active interest in a business  located anywhere in: (w) the continental
United  States;  (x) that region of the United  States  west of the  Mississippi
River;  (y) the State of Colorado;  and (z) the area within a 200 mile radius of
metropolitan  Boulder,  Colorado  ("Boulder  Metro")  that:  (i)  engages  in or
competes  with or is similar in  concept,  design,  format or  otherwise  to the
business conducted,  or products developed or distributed,  now or or at anytime
during the term of this  Agreement,  by Poore  Brothers,  or the  Company or any
corporate or other  successor of the Company or its  business.  Said business is
hereby stipulated to include the sale,  distribution,  conception or development
of any snack food or other  consumable  food  product  bearing or sold under the
so-called  "Boulder"  trade name,  whether now or at anytime  during the term of
this Agreement developed, distributed,  conceived, sold or otherwise dealt in by
either the Company or Poore Brothers; or (ii) sells to, supplies, provides goods
or  services  to,  purchases  from or does  business  in any  manner  with Poore
Brothers or the Company.  Notwithstanding the above, this Section 9(a) shall not
be construed to prohibit  Employee from owning less than one percent (1%) of the
securities of a corporation which is publicly traded on a securities exchange or
over-the-counter; or

          (b) directly or indirectly,  either  individually,  or as a principal,
partner, agent, employee,  employer,  consultant,  stockholder,  joint venturer,
manager,  member or investor,  or as a director or officer of any corporation or
association,  or in any  other  manner or  capacity  whatsoever:  (i)  divert or
attempt to divert  from Poore  Brothers or the  Company  any  business  with any
customer or account with which  Employee had any contact or  association,  which
was under the  supervision  of Employee or the  identity of which was learned by
Employee  as a result  of  Employee's  employment  or  association,  with  Poore
Brothers or the Company; or (ii) induce any salesperson,  distributor, supplier,
vendor,  manufacturer,  broker,  representative,  agent,  jobber or other person
transacting  business  with Poore  Brothers  or the Company to  terminate  their
relationship or association with Poore Brothers or the Company, or to represent,
distribute or sell services or products in competition with services or products
of Poore Brothers or the Company; or (iii) induce or cause any employee of Poore
Brothers or the Company to leave the employ of Poore Brothers or the Company.

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 case any one or more of the  provisions or parts of a provision  contained in
this  Section  9  shall,  for any  reason,  be held to be  invalid,  illegal  or
unenforceable in any respect in any jurisdiction, such invalidity, illegality or
unenforceability  shall not affect any other provision or part of a provision of
this Section or any other  jurisdiction,  but this Section shall be reformed and
construed  in  any  such   jurisdiction  as  if  shall  invalid  or  illegal  or
unenforceable  provision or part of a provision had never been contained  herein
and such  provision  or part shall be reformed so that it would be valid,  legal

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and enforceable to the maximum extent  permitted in such  jurisdiction.  Without
limiting the  foregoing,  the parties  intend that the covenants and  agreements
contained in parts (w),  (x), (y) or (z) of Section 9(a) shall be deemed to be a
series of separate  covenants and  agreements,  one for each of the  continental
United States,  the region of the United States west of the  Mississippi  River,
the State of Colorado and Boulder Metro. If, in any judicial proceeding, a court
shall refuse to enforce all the separate  covenants and agreements  deemed to be
included in parts (w),  (x), (y) or (z) of Section  9(a), it is the intention of
the parties hereto that the covenants and agreements which, if eliminated, would
permit the remaining  separate  covenants and  agreements to be enforced in such
proceeding shall, for the purpose of such proceeding,  be deemed eliminated from
the  provisions of parts (w), (x), (y) or (z) of Section  9(a).  Similarly,  the
three  (3) year  Time  Limit set forth in  Section  9(a)  above,  if found to be
excessive  or if a court shall refuse to enforce  same,  shall be construed as a
consecutive  series of  thirty  six (36)  month  periods  which may be  reduced,
consecutively,  on a month-to-month basis, it being the intention of the parties
that the  length of the  covenants  and  agreements  which,  if  reduced  and/or
eliminated  on a  month-to-month  basis,  would  permit the  remaining  separate
covenants and agreements to be enforced in any proceeding shall, for the purpose
of such  proceeding,  be deemed  eliminated  in  one-month  increments  from the
initially  stated  Time  Limit in  Section  9(a) and are  deemed in that  regard
severable herefrom.

     10. 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 respectively.

          (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 same.

          (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

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(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.
                   3500 S. La Cometa Drive
                   Goodyear, Arizona 85338-1500
                   Fax No. (623) 925-2363

     Employee:     Mark C. Maggio
                   _________________________
                   _________________________
                   Fax No. (___)____________

          (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.


                                        POORE BROTHERS, INC.


                                        By
                                           -------------------------------------
                                           Its
                                              ----------------------------------


                                        Employee:


                                        ----------------------------------------
                                        Mark C. Maggio

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