Unassociated Document


    


     

    May 12,
2010

    


    


    Barrett
Carrere

    3451
Mandeville Canyon Road

    Brentwood,
CA  90049

    


    Re:           First Blush Brands/Offer of Employment and Employment
Terms

     

    Dear
Barrett:

     

    AFH
Holding II, Inc., to be renamed First Blush Brands, Inc., (the “Company”) is
pleased to offer you the position of Chief Financial Officer (“CFO”) on the
following terms.

     

    In your
position as CFO, you will be responsible for overseeing the finances of the
Company, various equity and debt financings of the Company, and the business
combination(s) of the Company.  Such responsibilities include the
preparing financial reports and all P&Ls, monitoring all operating budget
variances, monthly reporting, and modeling for projections, pricing and
efficiencies, as well as the overseeing all public company filings, audits, and
controller duties.  You will work closely with the President/CEO and
the Finance Committee regarding budgeting and capitalization planning with a
focus on building clear and effective measurements for revenue forecasting and
product milestones and customer satisfaction.  In addition, you shall
regularly be included in making presentations to investors, the financial
community, the Board and to shareholders.  You will oversee the entire
Finance Department and its staff, including hiring and firing members of this
staff.  In addition, you may be called upon by the President/CEO
and/or the Board to assist in other areas of the Company, including but not
limited to, operations, sourcing, vendor negotiations and sales.

     

    You will
report to the President/CEO of the Company, and you will be based at our offices
located at a to be determined location.  Prior to a Southern
California location being identified by the Company, you agree to maintain a
functioning home office to perform your services to the Company.  Of
course, the Company may change your position, duties, and work location from
time to time in its discretion.

     

    Normal
working hours are from 7:00 a.m. to 4:00 p.m., Monday through
Friday.  As an exempt salaried employee, you will be expected to work
additional hours as required by the nature of your work assignments, and you
will not be eligible for overtime pay.

     

    Your
annual base salary for 2010 will be $150,000 per year, less payroll deductions
and all required withholdings.  You will commence your employment
duties upon full execution of your agreement, however, your salary will commence
upon the Company closing its first round of financing which is anticipated to be
not later than May 31, 2010; provided, that you will be reimbursed all
pre-approved, third party out of pocket costs and expenses incurred on behalf of
Company from the commencement of your employment and
thereafter.  Provided you are still with the Company and subject to
Board approval, commencing January 1, 2011 your annual base salary will be
increased to $180,000 per year.  You will be paid twice monthly (once
on the 15th, and
again on the last day of the calendar month). You will receive three (3) weeks
of paid vacation per year.  You will be eligible for the following
standard Company benefits: medical insurance, sick leave, and
holidays.  Details about these benefits will be provided in the
Employee Handbook and Summary Plan Descriptions, and will be available for your
review. You are eligible for an annual bonus up to 25% of your annual salary, at
the full discretion of the Board, upon evaluation of both your performance and
the Company’s performance, and such bonus structure shall include benchmarks
that will include strategic (capitalization/product roll-out/acquisitions),
top-line revenue benchmarks, and pre-tax/Ebitda income.  An outline of
your bonus structure is attached hereto as Exhibit A. To be eligible for any
such bonus, you must remain employed through the time when bonuses are paid in
the first quarter after the end of the fiscal year to which the bonus
applies.  The Company may change compensation and benefits from time
to time at its discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
to and following approval by the Company’s Board of Directors (the “Board”), the
Company shall grant you an option to purchase 2% of the Company’s fully diluted
shares reserved in its Option Plan which is comprised of the Company’s common
stock reserved for employees at the fair market value as determined by the Board
as of the date of grant (the “Option”).  The Option will be subject to
the terms and conditions of the Company’s Equity Investment Plan (the “Plan”)
and your grant agreement.  Your grant agreement will include a four
(4) year vesting schedule, under which 25% of your Options will vest after 12
months and the remainder will vest quarterly per calendar quarter, until either
the Option is fully vested or your employment ends, whichever occurs
first.

     

    As a
condition of your employment, you will be required to abide by the Company’s
policies and procedures.  You also agree to read, sign and comply with
the Company’s Employee Confidential Information and Inventions Assignment
(“Employee Confidential Information and Inventions Assignment
Agreement”).

     

    In your
work for the Company, you will be expected not to make unauthorized use or
disclosure of any confidential information or materials, including trade
secrets, of any former employer or other third party to whom you have an
obligation of confidentiality.  Rather, you will be expected to use
only that information generally known and used by persons with training and
experience comparable to your own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.  By accepting employment with the Company,
you are representing to us that you will be able to perform your duties within
the guidelines described in this paragraph.  You represent further
that you have disclosed to the Company any contract you have signed that may
restrict your activities on behalf of the Company in any manner.

     

    Your
employment relationship is at-will.  Accordingly, you may terminate
your employment with the Company at any time and for any reason whatsoever
simply by notifying the Company in writing; provided such written notification
occur not less than 30 days before your departure.  Likewise, the
Company may terminate your employment at any time, with or without cause or
advance notice.

     

    This
letter, together with your Employee Confidential Information and Inventions
Assignment Agreement, forms the complete and exclusive statement of your
agreement with the Company concerning the subject matter hereof.  The
terms in this letter supersede any other representations or agreements made to
you by any party, whether oral or written.  The terms of this
agreement cannot be changed (except with respect to those changes expressly
reserved to the Company’s discretion in this letter) without a written agreement
signed by you and a duly authorized officer of the Company.  This
agreement is to be governed by the laws of the state of California without
reference to conflicts of law principles.  In case any provision
contained in this agreement shall, for any reason, be held invalid or
unenforceable in any respect, such invalidity or unenforceability shall not
affect the other provisions of this agreement, and such provision will be
construed and enforced so as to render it valid and enforceable consistent with
the general intent of the parties insofar as possible under applicable
law.  With respect to the enforcement of this agreement, no waiver of
any right hereunder shall be effective unless it is in writing.  For
purposes of construction of this agreement, any ambiguity shall not be construed
against either party as the drafter.  This agreement may be executed
in more than one counterpart, and signatures transmitted via facsimile shall be
deemed equivalent to originals.  As required by law, this offer is
subject to satisfactory proof of your identity and right to work in the United
States.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    If you
wish to accept employment at the Company under the terms described above, please
sign and date this letter and the Employee Confidential Information and
Inventions Assignment Agreement, and return them to me at your earliest
convenience.

     

    We look
forward to your favorable reply and to a productive and enjoyable work
relationship.

     

    Sincerely,

    AFH Holding II, Inc. (to be renamed First Blush Brand, Inc.)

     

    /s/ AMIR F.
HESHMATPOUR                                                                

    By:  Amir
F. Heshmatpour

    Its:   President

    


    


    


    Understood
and Accepted:

    


    
      
        	 	 	 	 	 
	
                /s/BARRETT
      CARRERE   

              	 	 	
                5/12/2010

              	 
	
                Barrett
      Carrere   

              	 	 	
                Date

              	 
	
                 

              	 	 	
                 

              	 


      

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Exhibit
A

    


    Bonus
Structure

    


    The
Following Bonus Structure is presented as a guide.  The determination
of the Bonus and its allocation shall be subject to the full discretion of the
Board.

    


    25%
of the Annual Bonus shall be based upon the following criteria:

    Achieving Annual Pro Forma
Plan

    Achieving revenue plan

    Managing cost structure
plan

    Achieving EBITDA

    Achieving distribution
plan

    Achieving equity and/or debt
capitalizations plan

    


    25%
of the Annual Bonus shall be based upon the following criteria:

    Achieving Pro Forma Plan

    Demonstrate leadership consistent with
the Company culture and values

    Communication
and working relationship with other employees, Board, Shareholders, vendors,
professionals and regulators

    Achieving or exceeding specific
responsibilities within your purview

    


    50%
of the Annual Bonus shall be based upon the following criteria:

    Exceeding Annual Pro Forma
Plan

    Exceeding revenue plan by 10% or
more

    Managing cost structure below
plan

    Exceeding EBITDA by 10% or
more

    Exceeding distribution plan by 10% or
more

    Exceeding equity and/or debt
capitalization plan by 10% or more