EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is made this 4th day of April, 2006, between
VITA FOOD PRODUCTS, INC., a Nevada corporation (the “Company”)
and STEPHEN D. RUBIN (the “Employee”).


 


RECITALS


 


A.            The Employee is currently employed by the
Company pursuant to an Employment Agreement dated January 16, 1997, as amended
in 1999 and 2004.


 


B.            The Company and the Employee desire to change
the terms of the Employee’s continued employment with the Company, and believe
that it is in their best interests to set forth such terms in this new
Agreement, which will supersede and replace the prior agreement.


 


NOW, THEREFORE, for and in consideration of the Employee’s employment
by the Company, the above premises and the mutual agreements hereinafter set
forth, the Employee and the Company agree as follows:


 


1.             DEFINITIONS.


 


(a)           “Board” means the Board of Directors of the Company.


 


(b)           “Cause” means the
Employee’s (i) commission of any act of fraud or dishonesty relating to and
adversely affecting the business affairs of the Company; (ii) conviction
of any felony in connection with employment by the Company; or
(iii) habitual material failure after written notice specifying such
failure and a reasonable opportunity to cure such failure to perform his material
duties hereunder responsibly.


 


(c)           “Total Disability” means the Employee’s inability, through
physical or mental illness or accident, to perform the majority of his usual
duties and responsibilities hereunder (as such duties are constituted on the
date of the commencement of such disability) in the manner and to the extent
required under this Agreement for a period of at least one hundred eighty (180)
consecutive days. Total Disability shall be deemed to have occurred on the
first day following the expiration of such one hundred eighty (180) day period.


 


2.             EMPLOYMENT; DUTIES.


 


(a)           The Company agrees to employ the Employee as its
Chairman and as a member of the Office of Chief Executive of the Company.  In addition, the Employee will act as
President of the Company until December 31, 2006.  However, the Employee acknowledges and agrees
that the Office of the Chief Executive shall have sole authority with respect
to all major decisions relating to the Company and its operations.  The


 

















 


Employee’s duties and responsibilities will include seafood purchasing and
add-on acquisition strategies for the Company, and such other reasonable
additional responsibilities and positions as may be added to the Employee’s
duties with his agreement from time to time by the Board consistent with the
Employee’s position.


 


(b)           As the Company’s Chairman of the Board, the
Employee’s responsibility will be to preside over meetings of the Board, and
shall have such additional responsibilities as are assigned by the Board with
Employee’s agreement or as otherwise provided in the Company’s by-laws.


 


(c)           During the term of employment hereunder,
Employee shall (i) diligently follow and implement all management policies and
decisions communicated by the Board; and (ii) timely prepare and forward
to the Board all reports and accountings as may be requested.


 


(d)           Employee’s duties and responsibilities
hereunder shall be modified and/or excused during reasonable periods of absence
due to health or disability or vacation, as provided herein.


 


(e)           Employee will be expected to work on a full
time basis during the Term.  Employee’s
time commitment in subsequent years will be reduced commensurate with any reduction
in his Base Salary to which he may agree hereafter.


 


3.             TERM.  The
term hereof shall commence on the date of this Agreement and shall continue until
May 31, 2009 (the “Term”).


 


4.             COMPENSATION.


 


(a)           Employee shall be paid a base salary (the “Base Salary”) in the annual amount of Two Hundred Fifty
Thousand Dollars ($250,000).


 


The
Base Salary shall accrue and be due and payable in equal, or as nearly equal as
practicable, weekly installments and the Company may deduct from each such
installment all amounts required to be deducted and withheld in accordance with
applicable federal and state income, FICA and other withholding tax
requirements.


 


(b)           Employee shall be entitled to a car payment
allowance in the amount of approximately $17,000 per year to be paid in 12
equal monthly installments on the first day of each month.


 


(c)           While Employee is performing the services
described herein, the Company shall, upon request, reimburse Employee for all
reasonable and necessary expenses incurred by Employee in connection with the
performance of duties of employment hereunder.


 


(d)           During the Term the Company shall provide
health (including the executive health plan), medical, disability and term life
insurance to Employee in accordance with any group plan which it now maintains
or which may hereafter be established by the Company.


 


(e)           Employee shall receive not less than five (5)
weeks paid vacation during each twelve (12) month period of employment.


 


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5.             TERMINATION.


 


(a)           Employee’s employment may be terminated only
as follows:


 


(1)           The Company may terminate the employment of
the Employee for Cause, in which case the termination shall be effective
immediately upon notice to the Employee;


 


(2)           The Employee may terminate his employment if
the Company is in material breach of this Agreement and the Company fails to
cure such breach within ten (10) days after written notice specifying the
reasons for such breach is delivered to the Company;


 


(3)           The employment of the Employee will terminate
upon death of the Employee effective on the date of death;


 


(4)           The employment of the Employee will terminate
upon the Total Disability of the Employee, effective upon the expiration of the
180 days as provided in Section 1(c) of this Agreement;


 


(5)           The Employee may terminate his employment for
any reason, effective upon at least sixty (60) days’ notice; provided, however,
the Company shall have the right to accelerate the effective date to any
earlier date provided it pays Employee his Base Salary for the unexpired
duration of the sixty (60) days; or


 


(6)           The Company may terminate the employment of
the Employee for any reason, effective upon at least thirty (30) days’ notice.


 


(b)           In the event that the Employee’s employment
is terminated due to the Employee’s death or Total Disability or by the
Employee pursuant to Section 5(a)(2), the Company will be obligated to pay to
the Employee the full amount of Base Salary earned by Employee through the
effective date of termination, and any other amounts specifically payable to
the Employee or his estate pursuant to any plans or programs of the Company
upon such termination.


 


(c)           In the event that the Employee’s employment
is terminated by Employee pursuant to Section 5(a)(5) or by the Company for
Cause, the Company will have no obligations to pay any amount other than Base
Salary earned through the effective date of such termination, whether as Bonus
Payment or otherwise to provide any benefits arising hereunder or otherwise,
except as required by law.


 


(d)           In the event that the Employee’s employment
is terminated by the Company pursuant to Section 5(a)(6), Employee shall
continue to receive his Base Salary, benefits and perquisites as set forth in
Section 4 hereof for the unexpired portion of the Term, and shall receive
payment of all approved unreimbursed business expenses incurred through the
date of termination.


 


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6.             CONFIDENTIAL INFORMATION. 
Employee acknowledges that the nature of his engagement by the Company
is such that Employee shall have access to information of a confidential and/or
trade secret nature which has great value to the Company. Such information
includes financial, manufacturing and marketing data, business plans and
methods, processes, product formulas, developmental work, work in process,
methods, trade secrets (including, without limitation, customer lists, supplier
lists and lists of customer, supplier and food broker sources), and any other
information relating to the products, services, customers, sales or business
affairs of the Company, which has value and is treated as secret and/or
confidential by the Company (the “Confidential Information”).
The Company has and will also have access to Confidential Information of its
suppliers (“Suppliers” means any persons with
whom the Company has a co-packing or joint venture relationship with or who
supplies any products or materials to the Company). Confidential Information
includes not only information disclosed by the Company or its Suppliers to
Employee in the course of employment, but also information developed or learned
by Employee during the course of employment with the Company. Confidential
Information is to be broadly defined. Confidential Information includes all
information that has or could have commercial value or other utility in the
business in which the Company or Suppliers are engaged. Confidential
Information also includes all information of which the unauthorized disclosure
could be materially detrimental to the interests of the Company or Suppliers.
You agree to keep all Confidential Information that could be materially
detrimental to the interests of the Company or Suppliers in confidence during
the term of this Agreement and at any time thereafter and shall not use,
disclose, publish or otherwise disseminate any of such Confidential Information
to any other person, except to the extent such disclosure is (i) necessary
to the performance of this Agreement and in furtherance of the Company’s best
interests, (ii) required by applicable law, (iii) lawfully obtainable from
other sources, (iv) authorized in writing by the Company, (v) no longer
qualifies as a trade secret or confidential information under applicable law,
or (vi) necessary to enforce this Agreement. Upon termination of employment
with the Company, Employee shall deliver to the Company all documents, records,
notebooks, work papers, and all similar material under Employee’s direct
control containing Confidential Information, whether prepared by Employee, the
Company or anyone else.


 


7.             NON-COMPETITION.  In
order to protect the Confidential Information, Employee agrees that during the
term of employment, and for a period of one (1) year thereafter, Employee will
not, directly or indirectly, whether as an owner, partner, shareholder, agent,
employee, creditor, or otherwise, promote, participate or engage in any
activity or other business directly competitive with the Company’s then
existing business if such activity or other business involves any use of any of
the Confidential Information by Employee.


 


8.             NON-SOLICITATION OF CUSTOMERS OR
SUPPLIERS.  Employee agrees that for a period of one (1)
year after the termination of employment with the Company, Employee will not,
on his own behalf or on behalf of an other individual, association or entity,


 


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call
on any of the customers or Suppliers of the Company for the purpose of
soliciting or inducing any of such customers to acquire (or providing to any of
such customers) or any of the Suppliers to provide any product or service
provided by or to the Company, nor will Employee in any way, directly or
indirectly, as agent or otherwise, in any other manner solicit, influence or
encourage such customers or Suppliers to take away or to divert or direct their
business away from the Company to Employee or to any other person or entity
with which Employee is employed, associated, affiliated or otherwise related.


 


9.             NONINTERFERENCE WITH EMPLOYEES.  In
order to protect the Confidential Information, Employee agrees that during the
term hereof and for a period of one (1) year thereafter, Employee will not,
directly or indirectly, induce or entice any employee of the Company with
access to or possession of Confidential Information, to leave such employment
or cause anyone else to leave such employment.


 


10.          REMEDIES.  The parties hereto agree that the services to
be rendered by Employee pursuant to this Agreement, and the rights and
privileges granted to the Company pursuant to this Agreement, are of a special,
unique, extraordinary and intellectual character, which gives them a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages in any action at law, and that a breach by Employee of any of the terms
of this Agreement will cause the Company great and irreparable injury and
damage. Employee hereby expressly agrees that the Company shall be entitled to
the remedies of injunction, specific performance and other equitable relief to
prevent a breach of this Agreement by Employee. This Section 10 shall not be
construed as a waiver of any other rights or remedies which the Company may
have for damages or otherwise.


 


11.          SEVERABILITY.  In case any one or more of the provisions of
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not affect any other provision of
this Agreement, but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.


 


12.          ASSIGNMENT.  This Agreement and the rights and obligations
of the parties hereunder may not be assigned by either party hereto without the
prior written consent of the other party hereto.


 


13.          NOTICES.  Except as otherwise specifically provided
herein, any notice required or permitted to be given to Employee pursuant to
this Agreement shall be given in writing, and personally delivered or mailed to
Employee by certified mail, return receipt requested, at the address set forth
below Employee’s signature on this Agreement or at such other address as
Employee shall designate by written notice to the Company given in accordance
with this Section 13, and any notice required or permitted to be given to the
Company shall be given in writing, and personally delivered or mailed to the
Company by certified mail, return receipt requested, addressed to the Company
at the address set forth under the signature of the President of the Company or
his designee on this Agreement or at such other address as the Company shall
designate by written notice to Employee given in accordance with this Section
13. Any notice complying with this Section 13 shall be deemed received upon
actual receipt by the addressee.


 


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14.          WAIVER.  The
waiver by either party hereto of any breach of this Agreement by the other
party hereto shall not be effective unless in writing, and no such waiver shall
operate or be construed as the waiver of the same or another breach on a
subsequent occasion.


 


15.          GOVERNING LAW.  This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Illinois.


 


16.          BENEFICIARY.  All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, heirs, executors,
administrators and permitted assigns.


 


17.          ENTIRE AGREEMENT.  This Agreement embodies the entire agreement
of the parties hereto relating to Employee’s employment by the Company in the
capacity herein stated and, except as specifically provided herein, no
provisions of any employee manual, personnel policies, Company directives or
other agreement or document shall be deemed to modify the terms of this
Agreement. No amendment or modification of this Agreement shall be valid or
binding upon Employee or the Company unless made in writing and signed by the
parties hereto. All prior understandings and agreements relating to Employee’s
employment by the Company, in whatever capacity, are hereby expressly
terminated.


 


18.          CONFIDENTIALITY.  The terms, conditions and existence of this
Agreement shall be confidential.


 


 


IN WITNESS WHEREOF, Employee and the Company have executed and
delivered this agreement as of the date first shown above.


 


	
  EMPLOYEE:

  	
  THE COMPANY:

  
	
   

  	
   

  
	
  STEPHEN D. RUBIN

  	
  VITA FOOD PRODUCTS, INC.

  
	
   

  	
   

  
	
  /s/ Stephen D. Rubin

  	
   

  	
  By:

  	
    /s/ Clifford Bolen

  	
   

  
	
   

  	
   

  
	
  Address:

  	
     2222 West Lake Street

  	
   

  	
  Printed Name:

  	
    Clifford Bolen

  	
   

  
	
   

  	
   

  
	
   

  	
      Chicago, IL 60612

  	
   

  	
  Title:

  	
    Chief Operating Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
  2222 West Lake Street

  
	
   

  	
   

  	
   

  	
  Chicago, IL 60612

  
														



 


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