Exhibit 10.24


 


AMENDED AND RESTATED


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made this 17th day of June, 2003, between
Todhunter International, Inc., a Delaware corporation (“Employer”), and Thomas
A. Valdes (“Executive”).


 


The original Executive
Employment Agreement between Employer and Executive was entered into as of
July 15, 1999.  Employer and
Executive desire to amend and restate the Executive Employment Agreement in
accordance with the terms and conditions set forth in this Agreement.


 


The parties hereto, in consideration of the mutual
covenants contained herein, agree upon the following terms of employment of
Executive by Employer:


 


1.                                       Employment
and Term.  Subject to the terms and
conditions herein, Employer hereby employs Executive and Executive hereby
accepts employment for a  term
commencing on the date hereof and ending at the close of business on
September 30, 2008 (the “Employment Period”), unless sooner terminated as
hereinafter provided.  The Employment
Period shall continue automatically for additional periods of one (1) year each
under the same terms and conditions unless either party shall have given
written notice of termination at least ninety (90) days before the end of the
then current term.  All references
herein to the Employment Period shall refer to both the initial Employment
Period and any such successive Employment Periods.


 


2.                                       Duties.  Executive shall serve as Executive Vice
President of the Employer.  Executive
shall perform the duties generally of a Executive Vice President for Employer
and shall have such specific responsibilities, duties and authorities as shall
from time to time be assigned by the Chief Executive Officer or the Board of
Directors of Employer (“Board of Directors”).  
Executive shall devote substantially all of his working time and efforts
to the business and affairs of Employer and its subsidiaries.  Executive shall not be required to relocate
his office or residence outside of Palm Beach County, Florida.


 


3.                                       Compensation.


 


A.                                   Salary.  For all duties to be performed by Executive
in any capacity hereunder, Executive shall be paid an annual salary (the “Base
Salary”) at a rate determined by the Board of Directors of not less than
$287,804 per year payable monthly or in such more frequent installments as
Employer customarily pays its other executives.  The Board of Directors may authorize upward compensation
adjustments by way of salary, bonus or otherwise, as it deems appropriate
during the Employment Period or any extension hereof.  The Base Salary, as amended and determined herein from time to
time, shall constitute “Base Salary” for purposes of this Agreement.


 


B.                                     Bonus.  In addition to the Base Salary, Employer
shall pay Executive within sixty (60) days after the end of each fiscal year
(including any partial fiscal year) of Employer which occurs during the
Employment Period a cash bonus (the “Base Bonus”) in an amount determined by
the Board of Directors but in no event less than $92,610 per year (prorated for
any partial fiscal year).  The amount of
the bonus may exceed such amount to the extent earned in accordance with
performance targets, measurements and such other criteria as shall be
established for such fiscal year by the Board of Directors.  The Base Bonus, as


 

















 


amended and determined herein from time to time, shall constitute “Base
Bonus” for purposes of this Agreement. 
If this Agreement is terminated prior to the end of a fiscal year for
any reason, except as set forth in 4(C) or 4(E)(4), the amount of bonus shall
be prorated for the number of days elapsed in such fiscal year prior to the
date of termination.


 


C.                                     Vacation.  Executive shall be entitled each year to a
reasonable period of paid vacation.


 


D.                                    Fringe
Benefits.  Executive shall be
entitled to participate in or receive benefits under any employee benefit plan,
program or arrangement made available by Employer or its subsidiaries in the
future to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements.  If and to the extent that any benefit is not
or cannot be paid or provided under any plan, program, or arrangement of
Employer, then Employer will itself pay or provide for the payment to Executive
and Executive’s dependents and beneficiaries, of such benefits along with, in
the case of any benefit described in this Section 3(D) which is subject to
tax because it is not or cannot be paid or provided under any such plan,
program or arrangement of Employer, an additional amount such that after
payment by Executive and Executive’s dependents or beneficiaries, as the case
may be, of all taxes so imposed, the recipient retains an amount equal to such
taxes.  Notwithstanding the foregoing,
and subject to Section 4(G) and 5(B) hereof, for purposes of determining
the period of continuation coverage to which Executive or any of Executive’s
dependents is entitled to pursuant to Section 4980B of the Internal
Revenue Code of 1986, as amended, under Employer’s medical, dental, and other
group health plans, or successor plans, Executive’s “qualifying event” shall be
his Date of Termination and Executive shall be considered to have remained
actively employed on a full-time basis through that date.


 


E.                                      Expenses.  It is understood that Executive will from
time to time incur reasonable expenses in conjunction with his employment.  Employer will promptly reimburse him for any
such expenses of which he shall present a signed itemized written account
setting forth the amount and nature of each such expenditure, and in addition,
with respect to travel or entertainment, the business purpose, the nature of
discussions and other person or persons involved and such other information as
Employer may reasonably require; provided that such expenses are incurred and
accounted for in accordance with such other policies and procedures then
established by Employer.


 


F.                                      D&O
Coverage.  If immediately prior to
Executive’s Date of Termination Executive was covered as an insured under
Employer’s D&O Insurance, Employer will be obligated to continue
Executive’s coverage under Employer’s D&O Insurance or provide Executive
with similar coverage, in either case, on substantially the same terms and
conditions until the third anniversary of the date of Executive’s Date of
Termination.


 


4.                                       Termination.  Unless otherwise  agreed to in writing by Employer and Executive, Executive’s
employment hereunder may be terminated under the following circumstances, in
addition to terminations pursuant to Section 5 hereof:


 


A.                                   Death.  Executive’s death.


 


B.                                     Disability.  If, as a result of Executive’s incapacity
due to physical or mental illness (such incapacity being determined by the
Board of Directors in its sole reasonable discretion), Executive shall have
been absent from his full-time duties as described hereunder


 


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for the entire period of six (6) consecutive months, Employer may
terminate Executive’s employment hereunder.


 


C.                                     Cause.


 


i.                                          Employer
may terminate Executive’s employment hereunder for Cause.  For purposes of this Agreement, “Cause”
shall mean that (a) Executive is convicted of a felony which, in the sole
determination of the Board of Directors, would have a material adverse effect
on Executive’s ability to perform his duties hereunder or on the business or
reputation of Employer; (b) Executive has exhibited gross misconduct resulting
in material harm to Employer, its business or reputation; (c) Executive has
willfully misappropriated Employer assets or has otherwise willfully defrauded
Employer, including without limitation by fraud, theft, embezzlement, or breach
of a fiduciary duty involving personal profit; (d) Executive has intentionally
failed to perform his duties hereunder; or (e) Executive has breached any
provision of this Agreement.  For the
purposes of this Section 4(C)(i), no act or failure to act on Executive’s
part shall be considered “willful” unless done, or omitted to be done, by him
not in good faith and without reasonable belief that his action or omission was
in the best interests of Employer.


 


ii.                                       Notwithstanding
the foregoing, any termination of Executive shall not be considered a
termination for Cause pursuant to this Section 4, and shall be considered
a termination Without Cause pursuant to Section 4(D) hereof, if such
termination is effected without:  (a)
reasonable notice to Executive setting forth the reasons for Employer’s
intention to terminate for Cause; (b) an opportunity for Executive, together
with his counsel, to be heard before the Board of Directors; and (c) delivery
to Executive of a Notice of Termination as provided for in Section 4(I)
hereof from the Board of Directors finding that in the good faith opinion of
the Board of Directors, Executive was guilty of conduct set forth above in the
preceding sentence, and specifying the particulars thereof in detail.


 


D.                                    Without
Cause.  Any termination of Executive
by Employer (including any action which is deemed a termination of Executive
pursuant to Section 4(F) hereof), other than a termination pursuant to
Sections 1 and 4(A)-4(C) hereof, shall be deemed a termination Without Cause.


 


E.                                      Termination
by Executive.  Executive may
terminate this Agreement (1) due to Executive’s retirement; provided that
Executive provides Employer with thirty (30) days written notice, pursuant to
Section 4(I), prior to the effective date of such retirement, as shall be
stated in such notice; (2) for reasons
set forth in Section 4(F)(iii), (iv) and (v), provided, however, that
Executive provides Employer with ten (10) days written notice pursuant to
Section 4(I); (3) as provided in Section 1; and (4) for any other
reason other than Executive’s retirement, provided that Executive provides
Employer with thirty (30) days written notice prior to the effective date of
such termination, as shall be stated in such notice.


 


F.                                      Other
Events of Termination.  The
following circumstances shall specifically be deemed a termination Without
Cause of Executive’s employment by Employer:


 


i.                                          a
vote by the Board of Directors to terminate Executive Without Cause, as defined
in Section 4(D) hereof;


 


ii.                                       any
termination of Executive’s employment which is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 4(I) hereof;


 


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iii.                                    a
breach by Employer of this Agreement, and a subsequent election by Executive to
terminate this Agreement pursuant to Section 4(E) above;


 


iv.                                   the
performance of any other act by Employer which is designed to prevent and does
prevent Executive from properly performing the authorities, duties and
responsibilities of his employment hereunder; or


 


v.                                      Executive
voluntarily terminates his employment for “Good Reason.”  Good Reason shall mean (a) any material
diminution by Executive’s supervisor or the Board of Directors, as the case may
be, of Executive’s position, duties, or responsibilities; (b) any reduction in
Executive’s salary or Executive’s benefits described in Section 3(D),
other than a reduction affecting all executive officers; or (c) the relocation
of Employer’s headquarters outside of Palm Beach County, Florida.


 


G.                                     Payments
if Without Cause or for Good Reason. 
If Executive’s employment is terminated for any reason pursuant to
Section 4(D) or 4(E)(2) hereof, Employer shall continue to pay Executive
his then Base Salary and then Base Bonus in accordance with and at such times
specified in Sections 3(A) and 3(B) and provide the benefits pursuant to
Section 3(D) for the greater of: (1) one (1) year from the Date of
Termination, or (2) the balance of the Employment Period (the then Base Bonus
to be prorated for any partial fiscal year). 
In addition, the vesting schedules, if any, under all stock options held
by Executive shall continue to run to the maximum extent permitted by
applicable law.


 


H.                                    Payments
Under Other Terminations.  If
Executive’s employment is terminated pursuant to Sections 1, 4(A), 4(B), 4(C),
4(E)(1) or 4(E)(4) hereof, on and after the Date of Termination Employer shall
no longer be obligated to pay Executive any amounts payable hereunder for such
period, whether in the form of Base Salary, Base Bonus or otherwise, and
Executive shall have no right to compensation or other benefits hereunder for
any such period.  Notwithstanding the
foregoing, Employer shall be obligated to pay to Executive all amounts payable
hereunder and otherwise, through and including the Date of Termination, whether
such amounts were payable prior to the date of termination or thereafter, and
Executive shall be entitled to receive any extension of benefits beyond the
Date of Termination, provided that (1) such benefits were received by Executive
prior to the Date of Termination and (2) such extension is customarily offered
by Employer to its employees or is otherwise required by applicable law.


 


I.                                         Notice
of Termination.  Any termination of
Executive’s employment by Employer or by Executive (other than termination
pursuant to Section 4(A) hereof) shall be communicated by written Notice
of Termination to the other party hereto. 
For purposes of this Agreement, a “Notice of Termination” shall mean a
notice which shall (1) indicate the specific termination provision in this
Agreement relied upon; (2) set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the
provision so indicated; and (3) contain any other information required by this
Agreement.


 


J.                                        Effective
Date of Termination.  For purposes
of Section 3(F) and this Section 4, “Date of Termination” shall mean:
(1) if Executive’s employment is terminated by providing written notice of
termination pursuant to Section 1 hereof, as of September 30, 2008,
or the September 30 immediately subsequent to the provision of such written
notice of termination if such notice is provided after September 30, 2008;
(2) if Executive’s employment is terminated by his death, the date of his
death; (3) if Executive’s employment is terminated pursuant to
Section 4(B) hereof, the termination date stated in the written notice
sent by


 


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Employer after the expiration of six (6) consecutive months of
Executive’s incapacity due to physical or mental illness, as set forth in
Section 4(B) hereof (provided that Executive shall not have returned to
the performance of his duties on a full-time basis during such six (6) month
period); (4) if Executive’s employment is terminated pursuant to Sections 4(C)
or 4(D) hereof, the effective date of termination specified in the Notice of
Termination is communicated to Executive pursuant to Section 4(I) hereof;
(5) if Executive’s employment is terminated pursuant to Section 4(E)
hereof, the effective termination date stated in the written notice received by
Employer; or (6) if deemed terminated pursuant to Section 4(F) hereof, the
date of such action which is deemed a termination of Executive by Employer.


 


5.                                       Termination
of Employment Upon Change of Control.


 


A.                                   Certain
Definitions.


 


i.                                          “Change
of Control” shall mean:


 


(a)                                  The
acquisition by any person, entity or “group” required to file a
Schedule 13D or Schedule 14D-1 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this
purpose, any of the following that acquires beneficial ownership of voting
securities of Employer, including shares acquired pursuant to the exercise of
options or warrants, or conversion of preferred stock outstanding as of the
date hereof: (i) CL Financial, Ltd., Angostura Ltd., or any of their affiliates;
(ii) Employer, its affiliates or subsidiaries; (iii) V&S Vin & Spirit
AB, its affiliates or subsidiaries, solely in connection with a transaction
with Employer, its affiliates or subsidiaries approved by the Board of
Directors; or (iv) any employee benefit plan of Employer, or its affiliates or
subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of over 40% (in one or more transactions,
in the aggregate) of either the then outstanding shares of common stock or the
combined voting power of Employer’s then outstanding voting securities entitled
to vote generally in the election of directors; or


 


(b)                                 An
election or appointment to the Board of Directors by virtue of which the
individuals who immediately prior thereto constituted the Board of Directors
(the “Incumbent Board”) no longer constitute at least a majority of the Board
of Directors (other than an election or appointment of a director or directors
precipitated by CL Financial, Ltd., Angostura Ltd., V&S Vin & Spirit
AB, or any of their affiliates, or by the Board of Directors if at that time at
least a majority are individuals who are directors on the date hereof),
provided that any person who becomes a director subsequent to the date hereof
whose election, or nomination for election by Employer’s stockholders, was
approved by a vote of at least a majority of the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the Directors of Employer, as such terms are used in Rule 14a-1
promulgated under the Exchange Act) shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board; or


 


(c)                                  Approval
by the stockholders of Employer of: (i) a reorganization, merger or
consolidation by reason of which persons who were the stockholders of Employer
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company’s then outstanding voting
securities; or (ii) a liquidation or dissolution of Employer or the sale of all
or substantially all of the assets of Employer, whether such assets are held


 


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directly or indirectly (excluding the currently proposed joint ventures
with affiliates of CL Financial, Ltd. and/or V&S Vin & Spirit AB, if
such transactions constitute a sale of substantially all of the assets of
Employer).


 


ii.                                       “Date
of Termination,” for the purposes of this Section 5, means the date of
receipt by Executive of a notice of termination of employment from Employer or
any later date specified therein, or the date Executive delivers a letter of
resignation to Employer.


 


iii.                                    The
“Effective Date” shall be the date on which a Change of Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if Executive’s employment with Employer is terminated prior to
the date on which a Change of Control occurs, and it is reasonably demonstrated
that such termination (a) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (b) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes of this Agreement the “Effective Date” shall mean the date immediately
prior to the date of such termination.


 


B.                                     Obligations
of Employer upon Termination.  If
within one (1) year following the Effective Date of a Change of Control,
Executive’s employment is deemed terminated Without Cause within the two-year
period immediately preceding the end of the Employment Period, then in addition
to any amount payable under Section 4(G), Employer shall pay to Executive
in a lump sum in cash within thirty (30) days after the Date of Termination to
the extent not theretofore paid, an amount equal to (i) two times Executive’s
then Base Salary, two times the then Base Bonus, and the benefits provided
pursuant to Section 3(D), less (ii) the amount payable under
Section 4(G) (except that Executive, at his option, may choose to continue
to have he and his family covered, to the extent they are then covered, by
Employer’s health plan in lieu of receiving a lump sum payment for that
benefit, and Employer shall use reasonable efforts to cooperate in such event);
provided, however, that if the amount calculated under this Section 5(B)
is a negative number, Executive shall not be deemed to owe that amount to
Employer.


 


C.                                     Non-exclusivity
of Rights.  Nothing in this
Agreement shall prevent or limit Executive’s continuing or future participation
in any benefit, bonus, incentive or other plans, programs, policies or
practices provided by Employer or its subsidiaries and for which Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as
Executive may have under any stock option or other agreements with Employer or
any of its subsidiaries.  Amounts which
are vested benefits or which Executive is otherwise entitled to receive under
any plan, policy, practice or program of Employer or any of its subsidiaries at
or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program; provided that the vesting schedules, if
any, under all stock options held by Executive shall continue to run to the
maximum extent permitted by applicable law.


 


D.                                    Interest.  Without limiting the rights of Executive at
law or in equity, if Employer fails to make any payment or provide any benefit
required to be made or provided hereunder on a timely basis, Employer will pay
interest on the amount or value thereof at any annualized rate of interest
equal to the so-called composite “prime rate” as quoted from time to time
during the relevant period in the Eastern Edition of The Wall Street Journal.  Such interest will be payable as it accrues
on demand.  Any change in such prime
rate will be effective on and as of the date of such change.


 


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6.                                       Confidentiality.


 


A.                                   In
the course of his employment, Employer or any of its subsidiaries may disclose
or make known to Executive, and Executive may be given access to or may become
acquainted with, certain information, trade secrets or both, including but not
limited to confidential information and trade secrets regarding tapes, computer
programs, designs, skills, procedures, formulations, methods, documentation,
drawings, facilities, customers, policies, marketing, pricing, customer lists
and leads, and other information and know-how, all relating to or useful in
Employer’s business or the business of its subsidiaries and/or affiliates (collectively,
the “Information”), and which Employer considers proprietary, desires to
maintain confidential and is not in the public domain.  During the Employment Period and at all
times thereafter, Executive shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any person or firm, except to or for
Employer’s benefit as directed by Employer or except as required by applicable
law or court process (but only after giving Employer written notice so that
Employer may attempt to obtain a protective order), any of the Information
which he may have acquired in the course of or as an incident to his employment
by Employer, the parties agreeing that such information affects the successful
and effective conduct of Employer’s business and its goodwill, and that any
breach of the terms of this Section 6 is a material breach of this
Agreement.


 


B.                                     All
equipment, documents, memoranda, reports, records, files, materials, samples,
books, correspondence, lists, other written and graphic records, and the like
(collectively, the “Materials”) affecting or relating to the business of
Employer or of its subsidiaries and/or affiliates, which Executive shall
prepare, use, construct, observe, possess or control shall be and remain
Employer’s sole property or in Employer’s exclusive custody, and must not be
removed from the premises of Employer except as directed by Employer’s Board of
Directors in writing.  Promptly upon
termination of the Agreement or Executive’s employment hereunder for any reason,
or otherwise upon request of the Chief Executive Officer of Employer, the
Information, the Materials and all copies thereof in the custody or control of
Executive shall be delivered to Employer.


 


7.                                       Restrictive Covenant.


 


A.                                   During the Employment Period and, if
Executive is terminated for Cause or if Executive terminates his employment
pursuant to Sections 4(B), 4(E)(1) or 4(E)(4), for a period of two (2) years
thereafter, Executive will not, directly or indirectly:


 


i.                                          engage in any trade or business in any
capacity in the liquor industry, anywhere in the United States or such other
country or countries in which Employer actively engages in its trade or
business as of the Date of Termination (“Territory”);


 


ii.                                       become associated as a manager, supervisor,
employee, consultant, advisor, control shareholder (either individually or as
part of an affiliated group), or otherwise of any person, corporation or entity
engaging in any capacity in the liquor industry anywhere in the Territory;


 


iii.                                    call upon any client or clients of Employer
or any of its subsidiaries for the purpose of selling or soliciting for any
person, corporation or entity, other than any of Employer or its subsidiaries,
sales of any products, processes, or services in any capacity in the liquor
industry within the Territory;


 


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iv.                                   divert, solicit or take away any such client
or clients of Employer or any of its subsidiaries for the purpose of selling
any products or services in any capacity in the liquor industry; and service
any contracts or accounts relating to any products or services in any capacity
in the liquor industry for any person, corporation or entity other than
Employer or any of its subsidiaries; or


 


v.                                      induce, influence, combine or conspire with,
or attempt to induce, influence, combine or conspire with, any of the officers
or employees of Employer or any of its subsidiaries to terminate his or her
employment with or to compete against Employer or any of its subsidiaries in any
capacity in the liquor industry.


 


B.                                     During the Employment Period and, if
Executive’s employment hereunder is terminated pursuant to Sections 4(D),
4(E)(2) or 4(F), for a period thereafter that is the lesser of (a) any
additional periods with respect to which Executive continues to receive Base
Salary, Base Bonus and the benefits described in Section 3(D) under this
Agreement (e.g., Sections 4(G)
and 5(B)), or (b) two (2) years after the Employment Period, Executive will
not, directly or indirectly:


 


i.                                          engage in any trade or business directly
competitive with that of any of Employer or any of its subsidiaries, anywhere
within the Territory;


 


ii.                                       become associated as a manager, supervisor,
employee, consultant, advisor, control shareholder (either individually or as
part of an affiliated group), or otherwise of any person, corporation or entity
engaging in any trade or business directly competitive with those of Employer
or any of its subsidiaries anywhere in the Territory;


 


iii.                                    call upon any client or clients of Employer
or any of its subsidiaries for the purpose of selling or soliciting for any
person, corporation or entity, other than any of Employer or its subsidiaries,
sales of any products, processes, or services directly competitive with any
trade or business of Employer or any of its subsidiaries within the Territory;


 


iv.                                   divert, solicit or take away any such client
or clients of Employer or any of its subsidiaries for the purpose of selling
any products or services directly competitive with any trade or business of
Employer or any of its subsidiaries; and service any contracts or accounts
relating to any products or services directly competitive with any trade or
business of Employer or any of its subsidiaries for any person, corporation or
entity other than Employer or any of its subsidiaries; or


 


v.                                      induce, influence, combine or conspire with,
or attempt to induce, influence, combine or conspire with, any of the officers
or employees of Employer or any of its subsidiaries to terminate his or her
employment with or to directly compete against any trade or business of
Employer or any of its subsidiaries.


 


C.                                     During the Employment Period and, if
Executive’s employment hereunder is terminated effective as of the end of the
Employment Period pursuant to Section 1, for a period of one (1) year
thereafter, Executive will not, directly or indirectly:


 


i.                                          engage in any trade or business directly
competitive with the production, importing or marketing of premium branded rum
by Employer or any of its subsidiaries, anywhere within the Territory;


 


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ii.                                       become associated as a manager, supervisor,
employee, consultant, advisor, control shareholder (either individually or as
part of an affiliated group), or otherwise of any person, corporation or entity
engaging in any trade or business directly competitive with the production,
importing or marketing of premium branded rum by Employer or any of its
subsidiaries anywhere in the Territory;


 


iii.                                    call upon any client or clients of Employer
or any of its subsidiaries for the purpose of selling or soliciting for any
person, corporation or entity, other than any of Employer or its subsidiaries,
sales of any products, processes, or services directly competitive with the
production, importing or marketing of premium branded rum by Employer or any of
its subsidiaries within the Territory;


 


iv.                                   divert, solicit or take away any such client
or clients of Employer or any of its subsidiaries for the purpose of selling
any products or services directly competitive with the production, importing or
marketing of premium branded rum by Employer or any of its subsidiaries; and
service any contracts or accounts relating to any products or services directly
competitive with the production, importing or marketing of premium branded rum
by Employer or any of its subsidiaries for any person, corporation or entity
other than Employer or any of its subsidiaries; or


 


v.                                      induce, influence, combine or conspire with,
or attempt to induce, influence, combine or conspire with, any of the officers
or employees of Employer or any of its subsidiaries to terminate his or her
employment with or to directly compete against the production, importing or
marketing of premium branded rum by Employer or any of its subsidiaries.


 


D.                                    Notwithstanding
anything to the contrary in this Agreement, Executive shall not be precluded from owning
less than five percent (5%) of the outstanding capital stock of any company
whose stock is traded on an established stock exchange or quoted on
Nasdaq.  Should any of the time periods
or the geographic area set forth in this Section 7 be held to be
unreasonable by any court of competent subject matter jurisdiction, the parties
hereto agree to petition such court to reduce the time period or geographic
area to the maximum permitted by governing law.


 


8.                                       Assignments.  No party shall assign his or its rights or
obligations under this Agreement without the prior written consent of the other
party to this Agreement.


 


9.                                       Amendments.  The provisions of this Agreement may not be
amended, supplemented, waived or changed orally, but only by a writing signed
by the party as to whom enforcement of any such amendment, supplement, waiver
or modification is sought and making specific reference to this Agreement.


 


10.                                 Remedies.  If a party commits a material breach, or is
about to commit a material breach, of any of the provisions of this Agreement,
the other party shall have the right to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction without being
required to post bond or other security and without having to prove the
inadequacy of the available remedies at law, it being acknowledged and agreed
that any such breach or threatened breach will cause irreparable injury to the
non-breaching party and that the money damages will not provide an adequate
remedy to the non-breaching party.  In
addition, the non-breaching party may take all such other actions and remedies
available to it under law


 


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or in equity and shall be entitled to such damages as it can show it
has sustained, by reason of such breach.


 


11.                                 Surrender
of Books and Records.  Executive
acknowledges that all lists, books, records, literature, products and any other
materials owned by Employer or its subsidiaries or used by them in connection
with the conduct of their business, shall at all times remain the property of
Employer and its subsidiaries and that upon termination of employment
hereunder, irrespective of the time, manner or cause of said termination,
Executive will surrender to Employer and its subsidiaries all such lists,
books, records, literature, products and other materials.


 


12.                                 Severability.  If any provision of this Agreement or any other
agreement entered into pursuant to this Agreement is contrary to, prohibited by
or deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder of this Agreement shall not be invalidated thereby
and shall be given full force and effect so far as possible.  If any provision of this Agreement may be
construed in two or more ways, one of which would render the provision invalid
or otherwise voidable or unenforceable and another of which would render the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable.


 


13.                                 Notices.  All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
(including electronic transmission) and shall be (as elected by the person
giving such notice) hand delivered by messenger or courier service,
electronically transmitted, or mailed (airmail if international) by registered
or certified mail (postage prepaid), return receipt requested, addressed to:


 


	
  If to Employer:

  	
  With a copy to:

  
	
   

  	
   

  
	
  Todhunter International, Inc.

  	
  Gunster, Yoakley & Stewart, P.A.

  
	
  222 Lakeview Avenue

  	
  777 South Flagler Drive

  
	
  Suite 1500

  	
  Suite 500 East

  
	
  West Palm Beach, Florida 33401

  	
  West Palm Beach, Florida 33401

  
	
  (561) 655-8977

  	
  (561) 650-0553

  
	
  Fax: (561) 655-9718

  	
  Fax: (561) 655-5677

  
	
  Attn: Jay S. Maltby

  	
  Attn: Michael V. Mitrione, Esq.

  



 


	
  If to Employee:

  
	
   

  
	
  Thomas A. Valdes

  
	
   

  
	
   

  
	
  Telephone:

  	
   

  
	
  Fax:

  	
   

  
			



 


or to such other address as any party may designate by notice complying
with the terms of this Section.  Each
such notice shall be deemed delivered (a) on the date delivered if by
personal delivery; (b) on the date of transmission with confirmed answer
back if by electronic transmission; and (c) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.


 


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14.                                 Binding
Effect.  All of the terms and
provisions of this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective administrators,
executors, legal representatives, heirs, successors and permitted assigns,
whether so expressed or not.


 


15.                                 Waiver.  The failure or delay of any party at any
time to require performance by another party of any provision of this
Agreement, even if known, shall not affect the right of such party to require
performance of that provision or to exercise any right, power or remedy under
this Agreement.  Any waiver by any party
of any breach of any provision of this Agreement should not be construed as a
waiver of any continuing or succeeding breach of such provision, a waiver of
the provision itself, or a waiver of any right, power or remedy under this
Agreement.  No notice to or demand on
any party in any circumstance shall, of itself, entitle such party to any other
or further notice or demand in similar or other circumstances.


 


16.                                 Governing
Law.  This Agreement and all
transactions contemplated by this Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida.


 


17.                                 Jurisdiction
and Venue.  The parties acknowledge
that a substantial portion of the negotiations, anticipated performance and
execution of this Agreement occurred or shall occur in Palm Beach County,
Florida.  Any civil action or legal
proceeding arising out of or relating to this Agreement shall be brought in the
courts of record of the State of Florida in Palm Beach County or the United
States District Court, Southern District of Florida, West Palm Beach
Division.  Each party consents to the
jurisdiction of such court in any such civil action or legal proceeding and
waives any objection to the laying of venue of any such civil action or legal
proceeding in such court.  Service of
any court paper may be effected on such party by mail, as provided in this
Agreement, or in such other manner as may be provided under applicable laws,
rules of procedure or local rules.


 


18.                                 Enforcement
Costs.  If any civil action,
arbitration or other legal proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provision of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees, sales and use taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy
and post-judgment proceedings), incurred in that civil action, arbitration or
legal proceeding, in addition to any other relief to which such party or
parties may be entitled.  Attorneys’
fees shall include, without limitation, paralegal fees, investigative fees,
administrative costs, sales and use taxes and all other charges billed by the
attorney to the prevailing party.


 


19.                                 Entire
Agreement.  This Agreement
represents the entire understanding and agreement between the parties with
respect to the subject matter of this Agreement, and supersedes all other
negotiations, understandings and representations (if any) made by and between
such parties (including, without limitation, any and all prior employment
agreements and all amendments thereto between Executive and Employer).


 


20.                                 No
Mitigation Obligation.  Employer
hereby acknowledges that it will be difficult and may be impossible for
Executive to find reasonably comparable employment following the Date of
Termination.  Accordingly, the payment
of the severance compensation by Employer to Executive in accordance with the
terms of this Agreement is hereby acknowledged by Employer to be reasonable and
Executive will not be required to mitigate the amount of any payment


 


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provided for in this Agreement by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of Executive hereunder, or otherwise.


 


21.                                 Survival.  The provisions of Sections 3B and 4 through
21 shall survive any termination or expiration of this Agreement.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date and year first above written.


 


	
   

  	
  /s/:

  	
  Thomas A. Valdes

  	
   

  
	
   

  	
   

  	
  Thomas A. Valdes, Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TODHUNTER INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:/s/:

  	
  Jay S. Maltby

  	
   

  
	
   

  	
   

  	
  Jay S Maltby

  
	
   

  	
   

  	
  Chief Executive Officer

  
						



 


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