gss_ex10-8.htm


    
       

       

      May 16,
2008

      


      Mr. John
W. Gohsman

      6504
Crawley Drive

      Plano,
Texas 75093

      


      Dear
John,

      


      It is my
pleasure to confirm to you an offer of employment as the President for Global
Smoothie Supply, Inc. ("Company"). In this position you will report to the
Chairman and Chief Executive Officer. Your anticipated date of hire will be
effective as of May 15, 2008 for all purposes except commencement of salary,
which shall commence upon receipt of funding by the Company. In the event of a
conflict between the terms of this offer of employment and any compensation plan
adopted by the Company's Board of Directors, the terms of such plan shall
control. Upon your acceptance of this offer, the Board of Directors shall offer
you membership on the Board.

      


      1. Compensation

      a. Base
Compensation: In your capacity as President, your salary will be US$225,000 per
year, payable in equal monthly installment, commencing upon the receipt of first
funding of at least $2,000,000 from third-party investors.

      b. Annual
Incentive Compensation: You will be eligible to participate in the Company
Incentive Plan according to its terms and conditions if and when adopted by the
Board of Directors. In brief, the plan will be based on individual and company
performance with a proposal to the Board of Directors including an initial
current target of 10% and a maximum potential of 20% of base salary earned for
the plan year.

      i. Plan
Years 2009 and 2010: Your incentive for plan years 2009 and 2010 are guaranteed
at 5% of your base salary as earned for each plan year in which established
targets are achieved.

      ii. Plan
Year 2011 and thereafter - Your incentive potential will be based on the
standard incentive plan as defined in 1.b. above.

      c. Long
Term Incentive Compensation: You are eligible for inclusion in a long term
incentive plan, which is expected to be funded with up to 10% of the Company's
Class ''B'' non-voting shares, the details which will be communicated to you
under separate cover once the Board of Directors has adopted such plan. Once
adopted, you will be able to exercise 25% of your grant at the end of the first
year after the grant and 25% on each anniversary thereafter until fully vested.
As severance in the event the Company should terminate your employment other
than for cause during your first year of employment, you may exercise one half
(1/2) of your first year's grant. Cause shall be limited to matters of moral
turpitude.

      d.
Performance Review: Your first performance review is scheduled for January 1,
2009 and will occur annually thereafter.

      e. Salary
Review: Your first salary review is scheduled for January 1, 2009 and will occur
annually thereafter.

      2. Benefits

      Through
your continued employment, you are eligible to participate in the benefits
accorded employees of similar status when such benefits are determined and
adopted in a plan by the Board of Directors. The following information provides
a brief overview of benefit offerings being considered by the Board of
Directors:


      
        
           


        

        
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      a. Health
Benefits: You and your eligible dependents may enroll in our medical, dental and
life insurance plans effective immediately upon adoption of the plan. if any.
Your cost for this coverage varies, based upon your individual
selections.

      b. 401-k:
You will be eligible to participate in the Company's 401-k plan, the first
quarter following one full year of employment and after adoption of such
plan.

      c.
Vacation Leave: Your vacation benefit will be four weeks per year of employment.
The maximum amount of vacation that you may accrue at anyone time is four
weeks.

      d. Cell
Phone and Lap Top: You will be provided with a cell phone and lap top computer
for business usage.

      e. Perks:
The Company intends to offer you such other perks as may be made available by
the Board from time to time.

      3. Terms
and Conditions

      a. You
shall treat confidentially all non-public information relating to Company and
its affiliates and their respective operations, customers and others with whom
they deal and not disclose or use such information for your own purposes or
those of anyone else.

      b. Upon
the termination, for any reason, of your employment, you shall not for a period
of 1 year thereafter solicit, hire or engage in business with any person who is
actively employed by Company or its affiliates. The provisions of the foregoing
sentences shall survive any termination of this agreement or your
employment.

      c. We
recognize that you retain the option, as does Company, of ending your employment
at any time, with or without notice and with or without cause. As such your
employment is at-will and neither this letter nor any other oral or written
representations may be considered a contract for any specific period of
time.

      d. This
agreement constitutes the entire agreement between you and Company with respect
to the subject matter hereof and may not be modified except by an instrument in
writing signed by both parties.

      e. This
letter and the provisions herein, supersede any and all prior agreements.
written or oral.

      f. Please
sign the duplicate copy of this letter as your formal acceptance and return it
to my attention no later than forty five (45) days from the date of this letter,
after which date, this offer expires.

      


      John, on
behalf of your new colleagues, we look forward to welcoming you as a member of
the Company team.

      


      Sincerely,

      


      /s/ David
Tiller

      Chairman
& Chief Executive Officer

      


      GSS

      


      The
provisions of this offer of employment have been read, are understood, and the
offer is hereby accepted.

      


      /s/ John W.
Gohsman

      6/20/2009

       

       


      
        
           


        

        
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