Document/Exhibit Description Pages Size
1: 8-K Current Report 70± 324K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 32± 138K
Liquidation or Succession
3: EX-4.1 Instrument Defining the Rights of Security Holders 14± 66K
4: EX-4.2 Instrument Defining the Rights of Security Holders 11± 50K
5: EX-10.1 Material Contract 3 19K
14: EX-10.10 Material Contract 2± 13K
15: EX-10.11 Material Contract 11± 57K
16: EX-10.12 Material Contract 2 17K
17: EX-10.13 Material Contract 11 47K
18: EX-10.14 Material Contract 21 66K
6: EX-10.2 Material Contract 6± 30K
7: EX-10.3 Material Contract 14± 63K
8: EX-10.4 Material Contract 9 50K
9: EX-10.5 Material Contract 14± 65K
10: EX-10.6 Material Contract 25± 126K
11: EX-10.7 Material Contract 19± 89K
12: EX-10.8 Material Contract 12± 58K
13: EX-10.9 Material Contract 9± 44K
19: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 9K
Exhibit 10.11
Employment Agreement
This Employment Agreement (the "Agreement") by and among Colorado Prime
Corporation, a Delaware corporation (the "Company") and a wholly-owned
subsidiary of Colorado Prime Holdings, Inc. ("CPH"), a Delaware corporation,
CPH, and Paul A. Roman ("Employee") is hereby entered into and effective as of
the 1st day of September 1998.
RECITALS
The following statements are true and correct:
Employee is employed hereunder by CPH and the Company in a confidential
relationship wherein Employee, in the course of his employment with the Company,
has and will continue to become familiar with and aware of information as to the
Company's customers, specific manner of doing business, including the processes,
techniques and trade secrets utilized by the Company, and future plans with
respect thereto, all of which has been and will be established and maintained at
great expense to the Company: this information is a trade secret and constitutes
the valuable good will of the Company.
Therefore, in consideration of the mutual promises, terms, convenants, and
conditions set forth herein and the performance of each, it is hereby agreed as
follows:
Agreements
1. Employment and Duties.
------------------------
(a) The Company hereby employs Employee as President and Chief Operating
Officer of the Company as Director of the Company and CPH (or such comparable
positions as shall be given to Employee by the Company's or CPH's Board of
Directors). Employee shall have direct and primary responsibility over the areas
of sales, operations and telemarketing and shall report to the Chief Executive
Officer of the Company and to the Board of Directors of the Company, and shall
have such further duties and authority reasonably accorded to and expected of
such positions and as otherwise may be directed from time to time by the Chief
Executive Officer or the Board of Directors of the Company and CPH (collectively
referred to as the "Board"). Employee hereby accepts this employment upon the
terms and conditions contained herein and agrees to devote his full business
time, attention, and efforts to promote and further the business of the Company.
(b) Employee faithfully shall adhere to, execute and fulfill all
policies established by the Company.
(c) Employee shall not, during the Term of his employment hereunder (as
defined in Section 5 hereof), be engaged in any other business activity pursued
for gain, profit, or other pecuniary advantage without prior consent of the
Board. However, the foregoing limitations shall not be construed as prohibiting
Employee from making personal investments in such form or manner as will neither
require his services in the operation or affairs of the companies or enterprises
in which such investments are made nor violate the terms of Section 3 hereof.
2. Compensation. For all services rendered by Employee in any capacity required
-------------
hereunder, the Company shall compensate Employee as follows:
(a) Base Salary. Effective on the date hereof, the base salary payable
to Employee shall be $300,000 per year, payable on a regular basis in accordance
with the Company's standard payroll procedures but not less frequently than
monthly. Such base salary shall, in the sole discretion of the Board, be subject
to annual increase.
(b) Incentive Bonus Plan. Employee shall be eligible to receive
year-end bonus awards based upon individual performance and the achievement by
the Company of specified financial and operating targets. Employee's annual
bonus will range from 0% to 120% of employee's annual base salary, and
Employee's annual target bonus will be 60% of Employee's base salary. The
criteria upon which Employee's annual bonus shall be based shall be developed by
the Compensation Committee of the Board after taking into consideration the
proposed business plan and financial and operating targets for the Company to be
developed by the Employee. Employee and the Compensation Committee shall use all
reasonable efforts to develop such targets and criteria no later than January
31, 1999, and upon adoption by the Compensation Committee such criteria shall be
deemed to be incorporated by reference into this Agreement.
(c) Executive Prerequisites, Benefits and Other Compensation. Employee
shall be entitled to receive additional benefits and compensation from the
Company in such form and to such extent as specified below:
(1) Payment if such premiums (or such portion thereof as is provided by the
Company's plans) for coverage for Employee and his dependent family members
under health, hospitalization, disability, dental, life, and other insurance
plans that the Company may have in effect from time to time. Benefits provided
to Employee under this clause (1) shall be at least comparable to such benefits
provided to the company's senior executive officers on the date of this
Agreement.
(2) Reimbursement for all business travel and other out-of-pocket expenses
reasonably incurred by Employee in the performance of his services pursuant to
this Agreement. All reimbursable expenses shal be appropriately documented in
reasonable detail by Employee upon submission of any request for reimbursement,
and in a format and manner consistent with the Company's expense reporting
policy.
(3) Payment of a car allowance in the amount of $750.00 per month.
(4) Reimbursement of relocation expenses up to $75,000.00.
(5) The Company shall provide Employee with other executive perquisites
as may be available to or deemed appropriate for Employee by the Board and shall
allow Employee to participate in all other Company-wide benefits, including the
Company's defined contribution pension plan and 401(k) Plan, as may be available
generally to employees from time to time.
3. Non-Competition Agreement.
--------------------------
(a) Employee shall not, during the period of his employment by or with
the Company and for a two (2) year period following the termination of his
employment under Section 5(c) hereto, or for a one (1) year period following the
termination of his employment other than under Section 5(c) hereto, for any
reason whatsoever, for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever
nature:
I. engage, as an officer, director, shareholder, owner, partner, joint
venturer, trustee, or in a managerial capacity, whether as an employee,
independent contractor, agent, consultant or advisor, or as a sales
representative, in any business selling any products or services in direct
competition with the Company;
II. Call upon any person who is, at that time, an employee of the Company in
a managerial capacity for the purpose or with the intent of enticing such
employee away from or out of the employ of the Company;
III. call upon any person or entity which is, at that time, or which has
been within one year prior to that time, a customer of the Company for the
purpose of soliciting or selling products or services in competition with the
Company; or
IV. call upon any prospective acquisition candidate, on the Employee's own
behalf or on behalf of any competitor of the Company, which candidate was either
called upon by the Company or for which the Company made an acquisition
analysis, for the purpose of acquiring such entity.
For purposes of this Section 3 and for purposes of Sections 5, 6, 7, 8, and 15,
the term "Company" shall be deemed to include all direct and indirect
subsidiaries of the Company. Notwithstanding the above, the foregoing convenant
shall not be deemed to prohibit Employee from acquiring as an investment not
more than five percent (5%) of the capital stock of a competing business, whose
stock is publicly traded on a national securities exchange or on the
over-the-counter market.
(b) Because of the difficulty of measuring economic losses to the Company as
a result of a breach of the foregoing convenant, and because of the immediate
and irreparable damage that could be caused to the Company for which it would
have no other adequate remedy, Employee agrees that the foregoing convenant may
be enforced by the Company in the event of a breach by him, by injunctions and
restraining orders.
(c) It is agreed by the parties that the foregoing covenants in this Section
3 impose a reasonable restraint on Employee in light of the activities,
business and plans of the Company on the date of the execution of this
Agreement; but it is also the intent of the Company and Employee that such
covenants be construed and enforced in accordance with any planned change in
activities, business or locations of the Company throughout the term of this
agreement.
(d) The covenants in this Section 3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant.
(e) All of the covenants in this Section 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement of such covenants; provided, however, that the
Company's continued failure to make payments to Employee under Section 2 of this
Agreement shall constitute such a defense.
(f) Notwithstanding any of the foregoing, if any applicable law shall reduce
the time period during which Employee shall be prohibited from engaging in any
competitive activity described in Section 3(a) hereof, the period of time for
which Emplyee shall be prohibited pursuant to Section 3(a) hereof shall be the
maximum time permitted by law.
4. Place of Performence
----------------------
(a) Employee understands that he may be requested by the Board to relocate
to another geographic location in order to more efficiently carry out his duties
and responsibilities under this Agreement. In such event, if Employee agrees to
relocate, the Company shall pay all reasonable relocation costs to move
Employee, his immediate family and their personal property and effects. Such
costs may include, by way of example, but are not limited to, pre-move visits to
search for a new residence, investigate schools or for other purposes; temporary
lodging and living costs prior to moving into a new permanent residence;
duplicate home carrying costs; all reasonable closing costs on the sale of
Employee's present residence and on the purchase of a comparable residence in
the new location; and added income taxes that Employee may incur if, but only to
the extent that, any such relocation costs are not deductible for tax purposes.
The general intent of the foregoing is that the Employee shall not personally
bear any out-of-pocket costs as a result of the relocation, with an
understanding that Employee shall use his best efforts to incur only those costs
which are reasonable and necessary to effect a smooth, efficient and orderly
relocation with minimal disruption to the business affairs of the Company and
the personal life of Employee and his family.
(b) Notwithstanding the above, if Employee is requested by the Board to
relocate and Employee refuses, such refusal shall not constitute "good cause"
for termination of this Agreement under the terms of Section 5(c) and, if
Employee is terminated for such refusal, Employee shall be entitled to receive
all payments under this Agreement as if he were terminated by the Company
"without cause."
5. Term - Termination- Rights on Termination. The term of this Agreement
----------------------------------------------
shall begin on the date hereof and continue for three years (the "initial
Term"), and unless terminated as herein provided, shall be extended at the end
of the Initial Term and ongoing successive terms, for a period of one year on
the same terms and conditions contained herein (the "Term")- This Agreement and
Employee's employment may he terminated in any one of the following ways:
(a) Death. The death of Employee shall immediately terminate the Agreement
with no severance compensation due to Employee's estate.
(b) Disability. If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall not have performed his duties
hereunder on a full-time basis for four (4) consecutive months, the Employee's
employment under this Agreement may be terminated by the Company upon thirty
(30) days written notice if Employee is unable to resume his full time duties at
the conclusion of such notice period. Such termination for disability shall
require the affirmative vote of a majority of the Board. The Employee's
compensation during any period of disability prior to the effective date of
such termination shall he the amounts normally payable to him in accordance with
his then current annual base salary, reduced by the amounts of disability pay,
if any, paid to the Employee under any Company disability program. Employee
shall not he entitled to any further compensation from the Company or its
subsidiaries for any period subsequent to the effective date of such
termination, except for pay or benefits, if any, in accordance with then
existing severance policies of the Company or its subsidiaries and the severance
terms of the Incentive Bonus Plan and Company benefit plans.
(c) Good Cause. The Company may terminate the Agreement immediately
upon written notice to Employee for good cause, which shall be: (1) Employee's
willful misconduct or gross negligence in the performance or intentional
nonperformance (continuing for ten (10) days after receipt of written notice of
need to cure) of any of Employee's material duties and responsibilities
hereunder; (2) Employee's willful dishonesty, fraud, alcohol or illegal drug
abuse, or misconduct with respect to the business or affairs of-the Company,
which materially and adversely affects the operations, prospects or reputation
of the Company; or (3) Employee's conviction of a felony or other crime
involving moral turpitude. In the event of a termination for good cause, as
enumerated above, Employee shall have no right to any severance compensation.
(d) Without Cause. At any time after the commencement of employment the
Company may, without cause, terminate this Agreement and Employee's employment,
effective thirty (30) days after written notice is provided to the Employee.
Should Employee be terminated by the Company without cause, or if this agreement
is not renewed pursuant to Section 5 hereof, Employee shall receive from the
Company his base salary at the rate then in effect for one year from the date
Employee's employment is terminated, payable over such time period. and any
other benefits to which Employee would otherwise he entitled; provided. however,
that if Employee is terminated without cause at any time prior to September 1,
2000, Employee shall receive from the Company his base salary at the rate then
in effect from the date Employee's employment is terminated, payable over such
time period, and any other benefits to which Employee would otherwise he
entitled, through September 1, 2001. If Employee resigns or otherwise terminates
his employment for any reason other than Good Reason as defined in Section 5(e),
Employee shall receive no severance compensation.
(e) Termination by Employee for Good Reason. Employee may terminate his
employment under this Agreement upon written notice to the Company for "Good
Reason" As used herein . "Good Reason" shall mean the continuance of any of the
following after ten (10) days prior written notice by Employee to the Company
and to CPH, specifying the basis for such Employee's having Good Reason to
terminate this Agreement:
(i) a material adverse change in Employee's status, title, position or
responsibilities; provided, however, that no such change shall be deemed to have
--------- --------
occurred as a result of the hiring by the Company of a full-time chief executive
officer after the date hereto and the assumption by such person of the duties
normally undertaken by a chief executive officer (which duties shall not include
direct and primary responsibility over the areas of sales, operations and
telemarketing).
(ii) the assignment to Employee of any duties materially and adversely
inconsistent with the Employee's position as specified in Section 1 hereof (or
such other position to which he may be promoted), including status, offices,
responsibilities or persons to whom the Employee reports as contemplated under
Section 1 of this Agreement, or any other action by the Company which results in
a material and adverse change in such position, status, offices, titles or
responsibilities; provided however, that any change in Employee's duties which
-------- --------
occurs as a result of the hiring; by the Company of a full-lime chief executive
officer after the date hereof and the assumption by such person of the duties
normally undertaken by a chief executive officer (which duties shall not include
direct and primary responsibility over the areas of sales, operations and
telemarketing) shall not be the basis for the termination by Employee for Good
Reason;
(iii) at any time prior to September 1, 2000, the Company hires a new chief
executive officer (other than a representative or affiliate of Thayer Capital
Partners) and Employee demonstrates to the Board that the new chief executive
officer refuses to, or is unable or unwilling to, work constructively with
Employee;
(iv) Employee's removal from, or failure to be reappointed or reelected
to, Employee's position under this Agreement, except as contemplated by Sections
5(a), (b) and (c); or
(v) any other material breach of this Agreement by the Company, including
the failure to pay Employee on a timely basis the amounts to which he is
entitled under this Agreement.
In the event of any termination by the Employee for Good Reason, Employee shall
be entitled to receive from the Company the base salary at the rate then in
effect for one year from the date of Employee's employment is terminated,
payable over such time period, and any other benefits to which Employee would
otherwise be entitled; provided, however, that in the event of a termination by
the Employee for Good Reason at any time prior to September 1, 2000, Employee
shall receive from the Company his base salary at the rate then in effect from
the date of Employee's employment is terminated, payable over such time period,
and any other benefits to which Employee would otherwise be entitled, through
September 1, 2001. In addition, in the event of any termination by the Employee
for Good Reason, Employee shall be entitled to receive any incentive bonus award
earned and due under Section 2(b), pro rated as through the date Employee's
employment is terminated. The amount of such incentive bonus (if any) shall be
determined at the end of the year for which such bonus relates and shall be paid
at such time as it would have been paid in the event of the Employee's continued
employment with the Company.
(f) Payment Through Termination. Upon termination of this Agreement for any
reason provided above, Employee shall be entitled to receive all compensation
earned and all benefits and reimbursements (including payments for accrued
vacation and sick leave) due through the effective date of termination.
Additional compensation subsequent to termination, if any, shall be due and
payable to Employee only to the extend and in the manner expressly provided
above. All other rights and obligations under this Agreement shall cease as of
the effective date of termination, except that Employee's obligations under
Sections 3, 6, 7, 8 and 9 herein shall survive such termination in accordance
with their terms.
6. Inventions. Employee shall disclose promptly to the Company any and all
----------
significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by Employee,
solely or jointly with another, during the period of employment and which are
directly related to the business or activities of the Company and which Employee
conceives as a result of his employment by the Company. Employee hereby assigns
and agrees to assign all his interests therein to the Company or its nominee.
Employee agrees that all such materials which he develops or conceives and/or
documents during such period shall be deemed works made-for-hire for the Company
within the meaning of copyright laws of the United States or any similar or
analogous law or statute of any other jurisdiction and accordingly , the Company
shall be the sole and exclusive owner for all purposes for the distribution,
exhibition, advertising and exploitation of such materials or any part of them
in all media and by all means now known or which may hereafter be devised,
throughout the universe in perpetuity. Employee agrees that in furtherance of
the foregoing, he shall disclose, deliver and assign to the Company all such
conceptions, ideas, improvements and discoveries and shall execute all such
documents, including patent and copyright applications, as the Company
reasonable shall deem necessary to further document the Company's ownership
rights therein and to provide the Company the full and complete benefit thereof.
Should any arbitrator or court of competent jurisdiction ever hold that the
materials derived from Employee's contributions to the Company do not constitute
works made-for-hire. Employee hereby irrevocably assigns to the Company, and
agrees that the Company shall be the sole and exclusive owner of, all right,
title and interest in and to all such materials including the copyrights and any
other proprietary rights arising therefrom; Employee reserves no rights with
respect to any such materials, and hereby acknowledges the adequacy and
sufficiency of the compensation paid and to be paid by the Company to Employee
for the materials and the contributions he will make to the development of any
such information or materials. Employee agrees to cooperate with all lawful
efforts of the Company to protect the Company's rights in and to any or all of
such information and materials and will at the request of the Company execute
any and all instruments or documents necessary or desirable in order to
register, establish, acquire. prosecute, maintain, perfect or defend the
Company's rights in and to such information materials.
7. Confidential Information and Trade Secrets. Employee acknowledges
----------------------------------------------
and agrees that all Confidential information, Trade Secrets and other property
delivered to or compiled by Employee by or on behalf of the Company or its
representatives, vendors or customers which pertain to the business of the
Company shall be and remain the property of the Company and be subject at all
times to its discretion aid control. Employee agrees that he shall maintain
strictly the confidentiality of, and shall not, during, or for a period of five
(5) years after, the term of this Agreement, disclose, any such Confidential
Information or Trade Secrets,
For purposes hereof, the parties agree that "Confidential Information"
means and includes
- All business or financial information, plans, processes and
strategies, market research and analyses, projections, financing
arrangements, consulting and sales methods and techniques, expansion plans,
forecasts and forecast assumptions, business practices, operations and
procedures, marketing and merchandising information, distribution
techniques, customer information and other business information, including
records, designs, patents, business plans, financial statements, manuals,
memoranda, lists and other documentation respecting the Company;
- All information and materials which are proprietary and confidential
to a third party and which have been provided to the Company by such third
party for the Company's use: and
- All information derived from such Confidential Information.
Confidential Information shall not include information and materials that are
already, or otherwise become, known by or generally available to the public
without restriction on disclosure, other than as a result of an act or omission
by the Employee in breach of the provisions of this Agreement or any other
applicable agreement between the Employee and the Company.
For purposes hereof, the term "Trade Secret" shall have the meaning given in the
Delaware enactment of the Uniform Trade Secrets Act, and shall include, without
limitation, the whole or any portion or phase of any scientific or technical
information, design, process, formula, concept, data organization, manual, other
system documentation, or any improvement of any thereof; in any case that is
valuable and secret (in the sense that it is not generally known to the
Company's competitors).
8. Return of Company Property; Termination of Employment At such time, if
------------------------------------------------------
ever, as Employee's employment with the Company is terminated, he shall be
required to participate in an exit interview for the purpose of assuring a
proper termination of his employment and his obligations hereunder. On or before
the actual date of such termination, Employee shall return to the Company at I
records, materials and other physical objects relating to his employment with
the Company, including, without limitation, all Company credit cards and access
keys and all materials relating to, containing or derived from any Trade Secrets
or Confidential Information.
9. No Prior Agreements. Employee hereby represents and warrants to the
---------------------
Company that the execution of this Agreement by Employee and his employment by
the Company and the performance of his duties hereunder will not violate or he
a breach of any agreement with a former employer, client or any other person or
entity. Further, Employee agrees to indemnify the Company for, and hold the
Company harmless from and against, all claims, including, but not limited to,
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter corns to have against the Company
based upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee: and such third party which was in existence as of
the date of this Agreement,
l0. Binding Effect:Assignment. This Agreement shall be binding upon, inure
--------------------------
to the benefit of and be enforceable by the parties hereto and their respective
heirs, legal representatives, successors and assigns. Employee understands that
he has been selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement.
11. Complete Agreement. This Agreement is not a promise of future
--------------------
employment. Employee has no oral representations, understandings or agreements
with the Company or any of its officers, directors or representatives covering
the same subject matter as this Agreement. This written Agreement is the final,
complete and exclusive statement and expression of the agreement between the
Company and Employee and of al1 the terms of this Agreement, and it cannot he
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral or written agreements.
12. Notice, Whenever any notice is required hereunder, it shall be
-------
given in writing addressed as follows.
To the Company;
Colorado Prime Corporation
1 Michael Avenue
Farmingdale, N.Y. 11735
Attention: Chairman of the Board of Directors
to CPH:
Colorado Prime Holdings, Inc.
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attn: Dr. Paul G. Stern
To Employee:
Paul A. Roman
1 Michael Avenue
Farmingdale, N.Y. 11735
Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received, if earlier.
Either party may change the address for notice by notifying the other party of
such change in accordance with this Section 12.
13. Severability; Headings. It is the intention of the parties that the
------------------------
provisions herein shall be enforceable to the fullest extent permitted under
applicable law, and that the unenforceability of any of the provision or
provisions hereof, or any portions thereof, shall not render unenforceable or
otherwise impair any other provisions or portions thereof. If any provision of
this Agreement is determined by a court of competent jurisdiction to be
unenforceable, void or invalid in whole or in part, this Agreement shall be
deemed amended to delete or modify, as necessary, the offending provisions or
portions thereof and to alter the bounds thereof, including specifically, any
time, place and manner restrictions contained in any of the restrictive
covenants contained herein, in order to render it valid and enforceable. In any
event, the balance of this Agreement shall be enforced to the fullest extent
possible without regard to such unenforceable, void or invalid provisions or
part thereof. The Section headings herein are for reference purposes only and
are not intended in any way to describe, interpret, define or limit the extent
or intent of the Agreement or of any part hereof.
14. Company Actions. Employee acknowledges that in any action by the
-----------------
Company to enforce the provisions of Sections 3, 6, 7 or 8 of this Agreement,
claims asserted by Employee against the Company arising out of his employment
with the Company or otherwise shall not constitute a defense to enforcement of
his obligations hereunder; provided, however, that the Company's continued
failure to make payments to Employee under Section 2 of this Agreement shall
constitute such a defense.
15. Arbitration. Any unresolved dispute or controversy arising under or in
------------
connection with this Agreement (excluding specifically, however, claims or
counterclaims of the Company arising out of any breach by Employee of the
provisions of Sections 3, 7 or 8 hereof) shall be settled exclusively by
arbitration, conducted in accordance with the rules of the American Arbitration
Association then in effect, as modified hereby. Notwithstanding anything
contained in the rules to the contrary, however, the arbitrators shall not have
the authority to add to, detract from, or modify any provision hereof nor to
award punitive or special damages to any injured party. Judgment may he
entered on the arbitrators' award in any court having jurisdiction. The
arbitration proceeding shall he held in New York, New York.
16. Governing Law. This Agreement shall in all respects be construed
--------- ----
according to the laws of the State of New York without reference to its
conflicts of laws provisions.
17. Counterparts. This Agreement may be executed in any number of
-------------
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall he deemed to he an original and all
of which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered (which deliveries may be
by telefax) by the parties. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.
18. Modifications. This Agreement may not he changed, waived, discharged or
--------------
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought, or his or its duly authorized representative or officer. No waiver by
Employee or the Company of any breach of any provision hereof will be deemed a
waiver of any prior or subsequent breach of the same or any other provision. The
failure of Employee or the Company to exercise any right provided herein will
not be deemed on any subsequent occasions to be a waiver of any right granted
hereunder to either of them
19. EMPLOYEE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE WAS
GIVEN AN OPPORTLTNTTY TO READ IT, CAREFULLY EVALUATE IT, AND ASK ANY QUESTIONS
HE MAY HAVE HAD REGARDING IT OR ITS PROVISIONS. EMPLOYEE ALSO ACKNOWLEDGES THAT
HE HAD THE RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS CHOOSING
AND THAT THE COMPANY GAVE HIM A REASONABLE PERIOD OF TIME TO DO SO IF HE SO
WISHED.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COLORADO PRIME COPORATION
By:
Title:
COLORADO PRIME HOLDINGS, INC.
By:
Title:
EMPLOYEE
/s/Paul A. Roman
------------------
Paul A. Roman
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘8-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 7/19/06 | | 10QSB |
| For Period End: | | 7/14/06 |
| | 9/1/01 |
| | 9/1/00 |
| | 1/31/99 |
| List all Filings |
↑Top
Filing Submission 0001231742-06-000529 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., May 17, 1:13:08.1pm ET 