Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made on the 20th day of March, 2006, between VITA FOOD
PRODUCTS, INC., a Nevada corporation (the “Company”)
and CLIFFORD BOLEN (the “Employee”).


 


RECITALS


 


A.            The Company is engaged in the business
of processing and manufacturing cured and smoked herring and salmon products
and distributing other related products (the “Business”).


 


B.            The Company has determined that in
view of the Employee’s past experience with and services to the Company and his
knowledge, expertise and experience in finance and accounting, the Employee’s
services as an executive officer of the Company will be of great continued
value to the Company, and accordingly, the Company desires to enter into this
Agreement with the Employee as set forth herein in order to secure such
continued services.


 


C.            The Employee desires to continue to
serve as an executive officer of the Company on the terms set forth herein.


 


CLAUSES


 


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 the business affairs of the
Company; (ii) conviction of any felony in connection with employment by the
Company; or (iii) material failure, after written notice specifying such
failure and a reasonable opportunity to cure such failure, to perform his
material duties or responsibilities hereunder.


 


(c)           “Sale” means (i) a sale of substantially
all of the assets of the Company or (ii) the sale or other transfer of
beneficial ownership in one or a series of transactions of the capital stock of
the Company to a person or entity or group of persons or entities (who are
treated as a group under the federal securities laws) and that are not owners
of at least 10% of the outstanding capital stock of the Company at the time of
the transfer, such that any such transferee (or transferees) owns more than 50%
of such voting capital stock after such transfer.


 


(d)           “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 Chief Operating Officer of its Vita Seafood Division
and Chief Financial Officer of the Company with the duties and responsibilities
generally associated with such positions and currently performed by the
Employee and such other reasonable additional responsibilities and positions as
may be added to the Employee’s duties from time to time by the Board consistent
with the Employee’s position. The Company reserves the right to change the
Employee’s position with the Company provided that such new position is an
executive position with the Company with executive duties.


 


(b)           During the Term,
Employee shall (i) diligently follow and implement all lawful 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.


 


3.             TERM. The term of Employee’s employment (the “Term”) shall have commenced on January 1,
2006 (the “Effective Date”) and
shall continue for a period of three (3) years (the “Initial Term”), unless sooner terminated pursuant to the
terms of the Agreement. Thereafter, the Term
will automatically renew for successive one (1) year renewal terms (“Renewal
Terms”) unless and until the Company gives the Employee written
notice of its nonrenewal of this Agreement on or before the date nine (9)
months prior to the expiration of the then current Initial Term or Renewal
Term; provided the foregoing to the contrary notwithstanding, upon the
occurrence of a Sale after December 31, 2006, the Term shall be for a period of
two (2) years from the date of such Sale.


 


4.             COMPENSATION.


 


(a)(i)        For the Initial
Term, Employee shall be paid a base salary of Two Hundred Thirty Thousand
Dollars and 00/100 ($230,000) per year (the “Base
Salary”). The Base Salary shall increase on January 1, 2007 and on
January 1 of each subsequent year during the Term (each an “Anniversary Date”) by the same percentage
as the increase from the previous such Anniversary Date, based on in the
Consumer Price Index, Urban Wage Earners and Clerical Workers, All Items, (Current
Series) for the metropolitan statistical area that includes Chicago, Illinois,
as published by the U.S. Department of Labor, Bureau of Labor Statistics. The
Base Salary shall accrue and be due and payable in equal, or as nearly equal as
practicable, weekly installments or in the manner and on the timetable which
the Company’s payroll is customarily handled or at such intervals as Company
and the Employee may hereafter agree to from time to time.


 


(ii)     The Base Salary may be
increased (in addition to the cost of living increases provided under Section
4(a)(i)) from time to time and at any time by the


 


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Compensation
Committee, if approved by the Board, but shall in no event be reduced or
decreased.


 


(iii)    If the Term shall
terminate on other than the last day of a calendar month, Employee’s
compensation for such month shall be prorated according to the number of days
during such month that occur within the Term.


 


(b)           The Employee shall
be entitled to receive an annual bonus (“Bonus”)
based on the Company’s Bonus Plan, as amended from time to time, only as
approved by the Compensation Committee and by the Board. The Bonus, if any,
shall be paid on or before the 15th day of March following the calendar year
for which such Bonus is earned.


 


(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)           If the Company now
maintains or, while Employee renders services to the Company, establishes an
incentive or other compensation plan (however described or denominated) for the
corporate, operating or executive officers or other management of the Company,
or if the Company now maintains or, while Employee renders services to the
Company, establishes any other benefit program(s) (however described or
denominated) for corporate, operating or executive officers or other management
employees of the Company, Employee shall be eligible to fully participate in
each such plan or benefit program.


 


(e)           During the Term, the
Company shall provide health, 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 and in which executive officers
participate.


 


(f)            Employee shall
receive not less than four (4) weeks paid vacation during each twelve (12)
month period of the Term. Such vacation period may be increased from time to
time and at any time by the Board but shall in no event be shortened to less
than the longest period attained by Employee at any time during his employment.


 


5.             TERMINATION.


 


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


 


(1)           At any time after
December 31, 2006, the Company may terminate the employment of the Employee for
any reason, effective upon at least 30 days notice;


 


(2)           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;


 


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(3)           The Employee may
terminate his employment if the Company materially breaches this Agreement, and
the Company fails to cure such breach within thirty (30) days after the Company
receives written notice specifying the reasons for the breach;


 


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


 


(5)           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; or


 


(6)           The Employee may
terminate his employment for any reason, upon notice to the Company; provided,
however, the Company shall have a right to set the effective date of
termination to any date no later than 60 days after receipt of the notice.


 


(b)           If the Company
terminates the employment of the Employee prior to December 31, 2006 without
Cause, the Company will be obligated to pay to the Employee all of the
compensation and benefits provided under Section 4 for the unexpired duration
of the Initial Term.


 


(c)           In the event that
the Employee’s employment is terminated due to the Employee’s death or Total
Disability, 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 Bonus that may have been earned but not yet paid.


 


(d)           In the event that the
Employee’s employment is terminated by the Company for Cause, or by the
Employee pursuant to Section 5(a)(6) the Company will have no obligations to
pay any amount beyond the effective date of such termination whether as Base
Salary, Bonus or otherwise or to provide any benefits arising hereunder except
as required by law.


 


(e)           In the event that
(i) Employee’s employment is terminated either: 
(A) by the Company other than for Cause, or (B) by the Employee as a
result of the company’s breach pursuant to Section 5(a)(3); or (ii) the Term
expires and is not renewed by the Company at the expiration of the Initial Term
or any Renewal Term, then the Employee’s employment shall terminate, and upon
either such termination under clause (i) or (ii), the Company shall continue to
pay Employee his then current Base Salary and shall continue to provide
Employee health insurance at active employee premium rates as provided in
Section 4(e), as a severance benefit, for a period of twelve (12) months from
the occurrence of any of the foregoing events (“Severance Period”), payable in accordance with the Company’s
payroll practices, provided, however, if the Employee’s employment is
terminated by the Company without Cause within ninety (90) days prior to a Sale
or within nine (9) months after the Sale, the Severance Period shall be
extended to eighteen (18) months.


 


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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 and Employee have 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 or in which they contemplate engaging.
Confidential Information also includes all information of which the
unauthorized disclosure could be detrimental to the interests of the Company or
Suppliers, whether or not such information is identified as Confidential
Information by the Company or Suppliers. Employee agrees 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, or (v) no longer qualifies as a
trade secret or Confidential Information under applicable law. Upon termination
of employment with the Company, Employee shall deliver to the Company all
documents, records, notebooks, work papers, and all similar material 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 any other individual, association or entity, call on any of the
customers of the Company (who are customers on the date of termination of
employment) for the purpose of soliciting or inducing any of such customers to
acquire (or providing to any of such customers) 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 any Suppliers (who are Suppliers on the date of


 


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termination of employment) 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 and as a consideration for this
Agreement, 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 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.


 


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.


 


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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 unless the parties specifically
agree otherwise in writing by citing to 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:

  
	
   

  	
   

  	
   

  
	
  CLIFFORD BOLEN

  	
   

  	
  VITA FOOD PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Clifford Bolen

  	
   

  	
  By:

  	
  /s/ Stephen Rubin

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Printed Name:

  	
   Stephen Rubin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
  2222 West Lake Street

  
	
   

  	
   

  	
   

  	
   

  	
  Chicago, IL 60612

  
											



 


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