Exhibit 10.25


 


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 Jay S. Maltby
(“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
June 30, 2009 (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 Chairman, Chief
Executive Officer and President of Employer. 
Executive shall perform the duties generally of a Chairman, Chief
Executive Officer and President for Employer and shall have such specific
responsibilities, duties and authorities as shall from time to time be assigned
by 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 a base salary (the “Base
Salary”) at an annual rate determined by the Board of Directors, payable
monthly or in such more frequent installments as Employer customarily pays its
other executives.  Until the close of
business on September 30, 2003, Executive shall be paid a Base Salary of
not less $392,274 per year.  Commencing
on October 1, 2003 and continuing until the close of business on
July 14, 2004, Executive shall be paid a Base Salary of not less than
$467,376 per year.  Commencing on
July 15, 2004, and continuing through the Employment Period or any
extension thereof, Executive shall be paid a Base Salary of not less than
$542,479 per year.  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 thereof.  The Base Salary as
amended and determined herein from time to time shall constitute “Base Salary”
for purposes of this Agreement.


 


B.            Bonus.  Until the close of business on July 14,
2004, in addition to the Base Salary, Employer shall pay Executive within sixty
(60) days after the end of each fiscal year of Employer a cash bonus (the “Base
Bonus”) in an annual amount determined by the


 

















 


Board of Directors but in
no event less than $115,763 per year. 
Commencing on July 15, 2004, and continuing through the Employment
Period or any extension thereof, in addition to the Base Salary, Employer shall
pay Executive within sixty (60) days after the end of each fiscal year of
Employer (including any partial fiscal year) that occurs during the Employment
Period a Base Bonus in an annual amount determined by the Board of Directors
but in no event less than $150,491 per year (pro rated 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.


 


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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 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.


 


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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;


 


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.  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 pro rated 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


 


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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 June 30, 2009, or the June 30
immediately subsequent to the provision of such written notice of termination
if such notice is provided after June 30, 2009; (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 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


 


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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 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.


 


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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.


 


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


 


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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;


 


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.


 


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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;


 


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.


 


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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 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: Thomas A. Valdes

  	
   

  	
  Attn: Michael V. Mitrione, Esq.

  



 


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  If to Employee:

  
	
   

  
	
  Jay S. Maltby

  
	
   

  
	
   

  
	
  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.


 


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


 


11

















 


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 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/

  	
  Jay S. Maltby

  	
   

  
	
   

  	
   

  	
  Jay
  S. Maltby, Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TODHUNTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:/s/

  	
  Thomas A. Valdes

  	
   

  
	
   

  	
   

  	
  Thomas
  A. Valdes

  
	
   

  	
   

  	
  Executive
  Vice President

  
						



 


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