amish_ex1011.htm


    Exhibit
      10.11

     

     

    
      TERMINATION
        AGREEMENT

      


      THIS
        TERMINATION AGREEMENT (this "Agreement") is made and entered into
        this
        5th day of October, 2007, by and between AMISH NATURALS, INC., a Nevada
        corporation ("ANI") and DONALD ALARIE, an individual ("Mr. Alarie"),
based
        on
        the following:

      


      Premises

      


      Mr.
        Alarie entered into an Employment Agreement with ANI on October 16, 2006
        and
has
        served as the Vice President/Sales & Marketing of ANI through current day.
        On October
        5, 2007, it has been the decision of the corporation to terminate the Mr.
        Alarie's employment
        pursuant to 4. Termination or Expiration of Agreement of said Employment
Agreement.

      


      Mr.
        Alarie currently holds options (the "Options") to acquire 250,000 shares
        of ANI
common
        stock, 100,000 of which are fully vested and can be exercised at $1.00 per
        share; however,
        the remaining 150,000 shares are not vested and according to 4.4 of the
Employment
        Agreement dated October 16, 2006, options shall cease vesting on the date
        of
        termination of Executive's employment. Mr. Alarie has until October 30, 2011
        to
exercise
        the options at 100,000 shares.

      


      ANI
        agreed on October 5,2007 to pay Mr. Alarie severance equivalent to 6 months
        of
base
        salary, paid on regularly scheduled pay periods over said 6 month period,
        less
applicable
        withholdings as defined in 1. below.

      


      Mr.
        Alarie acknowledges that this Agreement is considered a release of any and
        all
claims
        against ANI and Mr. Alarie accepts this separation package in-full with no
        further obligation
        on ANI's part. Further, Mr. Alarie agrees to cooperate fully with ANI to
        turn
over
        any
        and all sales contacts, contracts, leads, materials, files, records, lap
        top
computer,
        equipment, keys and any and all other materials that are the property of
        ANI
that
        he
        has been developed and/or implemented during his employment tenure. Mr.
Alarie
        further acknowledges and agrees to comply with all of the terms of the Employee
        Confidentiality
        and Non-Disclosure Agreement and Addendum To: Employee Non-Disclosure
        Agreement after employment cessation.

      


      Agreement

      


      NOW,
        THEREFORE, based on the foregoing premises, which are incorporated herein
        by
        this reference, and for and in consideration of the mutual promises and
        covenants hereinafter set forth and the benefit to the parties to be derived
        therefrom, it is hereby agreed as follows:

      


      
        	
              	
                1.

              	
                Severance.
                  In connection with the termination of Mr. Alarie's employment
                  and
                  position
                  with ANI:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                	
                  1.1

                	
                  ANI
                    agrees to pay Mr. Alarie severance equivalent to 6 months of
                    base
                    salary,
                    paid on regular scheduled pay periods over said 6 month period,
                    less
                    applicable
                    withholdings. Said severance will be paid from October 5, 2007
                    through
                    April 4,2008 (26 weeks). Mr. Alarie has used 10 days of vacation
                    and has 5
                    vacation days remaining. These 10 days of vacation will be included
                    in Mr.
                    Alarie's final pay.

                


        

        


        
          	
                	
                  1.2

                	
                  Mr.
                    Alarie currently holds options to acquire 250,000 shares of ANI
                    common
                    stock,
                    100,000 of which are fully vested and can be exercised at $1.00
                    per
                    share;
                    however, the remaining 150,000 shares are not vested and according
                    to
                    4.4
                    of the Employment Agreement dated October 16, 2006, options shall
                    cease
                    vesting on the date of termination of Executive's employment.
                    Mr.
                    Alarie
                    has until October 30, 2011 to exercise the options at 100,000
                    shares.

                


        

        


        
          	
                	
                  1.3

                	
                  With
                    regard to Mr. Alarie's medical and life plans, ANI does not meet
                    the
                    law
                    requirements for rights granted under Cobra eligibility for 2007.
                    Therefore,
                    ANI will pay the current monthly premium for the medical and
life
                    plans through the end of October 2007. Thereafter, Mr. Alarie's
                    coverage
                    will
                    end with no norther obligation for payment by ANI. If Mr. Alarie
                    desires
                    to
                    acquire a medical and life plan at his own expense, he has the
                    option to
                    talk with
                    ANI's current broker, Sasha Taylor-Smith of Sky Insurance, at
                    330 674
                    2931.
                    Additionally, attached is an Application to Convert Group Life
                    Insurance
                    if Mr. Alarie opts to do so at his own expense
                    as
                    well.

                


        

        


        
          	
                	
                  2.

                	
                  Considerations:
                    Mr. Alarie understands the meaning and legal consequences
                    of
                    the
                    representations and warranties contained in this Agreement and
                    agrees to
                    indemnify
                    and hold harmless ANI and its directors and officers from and
                    against
                    any
                    and all loss, damage, or liability due to or arising out of a
                    breach of or
                    the inaccuracy
                    of any representation or warranty of Mr. Alarie set forth in
                    this
                    Agreement.
                    Notwithstanding any of the representations, warranties, acknowledgements,
                    or agreements made herein by Mr. Alarie, Mr. Alarie does not
                    hereby or in any other manner waive any right granted to Mr.
                    Alarie under
                    federal
                    or state securities laws.

                


        

        


        
          	
                	
                  3.

                	
                  Representation
                    of ANI: ANI has taken all corporate action
                    necessary to duly authorize
                    the transactions contemplated by this Agreement and has all requisite
                    power
                    and authority to enter into this Agreement and to perform all
                    of its
                    obligations
                    under this Agreement.

                


        

        


        
          	
                	
                  4.

                	
                  Confidentiality:

                


        

        


        
          	
                	
                  4.1

                	
                  Obligations
                    of Mr. Alarie. Mr. Alarie agrees to keep the facts of and terms
                    of
                    this
                    Agreement confidential, except Mr. Alarie may disclose the substance
                    of
                    this
                    Agreement to his spouse, counsel and financial advisor. Mr. Alarie
                    also
                    

                


        

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      agrees
        to
        continue to abide by the Employee Non-Disclosure Agreement, maintain
        confidentiality of all ANI confidential information and refrain from
making
        derogatory or disparaging statements about ANI and its current and past
        customers and employees, or making such statements as may serve to undermine
        ANI's image to the public.

      


      
        	
              	
                4.2

              	
                Obligations
                  of ANI. ANI agrees to keep the facts of and terms of this Agreement
                  confidential, except as required by law, and further agrees that
                  it
                  will
                  refrain from making derogatory or disparaging statements about
                  Mr.
                  Alarie,
                  Mr. Alarie's conduct and performance while employed by ANI or making
                  such statements as may serve to undermine Mr. Alarie's  professional
                  image.

              


      

      


      
        	
              	
                5.

              	
                Non-Compete:

              


      

      


      
        	
              	
                5.1

              	
                Mr.
                  Alarie agrees to not pursue or work in a similar profession or
                  trade in
                  competition
                  against ANI during the entire 6 month severance period defined
                  herein.

              


      

      


      
        	
              	
                5.2

              	
                If
                  Mr. Alarie chooses to do otherwise, said severance package will
                  immediately
                  cease with no further obligation on the part of ANI, and any severance
                  paid by ANI during the time frame that Mr. Alarie began employment
                  with a competitor would be immediately due and owing to ANI from
                  Mr. Alarie.

              


      

      


      
        	
              	
                6.

              	
                Expense
                  Advance: On May 3, 2007, Mr. Alarie signed a document with
                  ANI wherein
                  Mr. Alarie requested an advance toward his extensive travel in
                  the
                  amount
                  of $3,400. The request was granted with the understanding that
                  should
                  Mr.
                  Alarie leave the employment of ANI for any reason, after final
                  settlement
                  of outstanding
                  expenses any existing credit due ANI would be returned immediately. 
                  In
                  connection thereto, Mr. Alarie agrees herein that if there is a
                  credit due
                  ANI after
                  final settlement of Mr. Alarie's outstanding expenses (if any),
                  that ANI
                  would
                  deduct said credit from Mr. Alarie's severance
                  pay.

              


      

      


      
        	
              	
                7.

              	
                Release
                  and Indemnification: Release and
                  Indemnification by Mr. Alarie. Effective
                  upon receipt of the consideration provided in this Agreement, Mr.
                  Alarie,
                  on behalf of himself, his heirs, executors, administrators, agents,
                  successors,
                  assigns and all affiliated persons or entities, both past and present,
                  waives,
                  discharges, and releases all claims against ANI, their shareholders,
                  directors,
                  officers, agents and employees ("the Releasees"), and agrees to
                  hold
                  them
                  harmless from any and all liabilities, debts, demands, contracts,
                  promises, agreements,
                  claims, causes of action, injuries, costs, attorneys' fees, salary,
                  compensation,
                  benefits and/or damages of any kind or character, both known and
                  unknown,
                  including any claim for attorneys' fees and including, without
                  limitation,
                  all claims directly or indirectly related to or arising out of
                  matters
                  relating
                  in any way to Mr. Alarie's employment with or termination from
                  ANI.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          Mr.
            Alarie understands and agrees that this release extends to all claims
            arising
            before signing this release of every nature and kind whatsoever, whether
            known
            or unknown by Mr. Alarie. Nothing in this Agreement is intended to release
            or
            adversely affect any ownership interest, or claims to additional ownership
            interest, Mr. Alarie may have or may have had in ANI. Mr. Alarie agrees
            to
            indemnify and hold ANI and its shareholders, directors, officers, agents
            and
            employees harmless from any liabilities, debts, demands, causes of action,
            injuries, costs, attorneys' fees or damages of any kind arising out of
            his
            breach of this Agreement.

        

         

      

      
        	
              	
                8.

              	
                Survival.
                  The representations and warranties of the respective parties
                  set
                  forth herein
                  shall survive the date of this Agreement, the consummation of the
                  transactions
                  contemplated in this Agreement, and the delivery of the shares
                  of
                  common
                  stock pursuant hereto.

              


      

      


      
        	
              	
                9.

              	
                No
                  Third-Party Beneficiaries. This Agreement is
                  for the sole benefit of the parties
                  hereto and nothing herein expressed or implied shall give, or be
                  construed
                  to
                  give, any other person any legal or equitable rights
                  hereunder.

              


      

      


      IN
        WITNESS WHEREOF, the parties to this Agreement have executed the same as
        of the
        date first above written.

      


      
        	
                Submitted
                  by:

              	
                /s/
                  David C. Skinner, Sr.

              
	 	
                David
                  C. Skinner, Sr. 

              
	 	
                President/CEO

              
	 	
                Amish
                  Naturals, Inc.

              
	 	 
	
                Agreed/Accepted
                  By:

              	
                /s/
                  Donald Alarie

              
	 	
                Donald
                  Alarie 

              
	 	 
	
                Authorized
                  By:

              	
                /s/
                  David C. Skinner, Sr.

              
	 	
                David
                  C. Skinner, Sr. 

              
	 	
                President/CEO

              
	 	
                Amish
                  Naturals, Inc.