Exhibit 10.28


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this
“Agreement”) is made this 17th day of June, 2003, between Todhunter
International, Inc., a Delaware corporation (“Employer”), and Ezra Shashoua
(“Executive”).


 


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 a date to be confirmed in a written
notice from Employer to Employee and ending at the close of business on
June 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 and Chief Financial Officer of Employer.  Executive shall perform the duties generally of a Chief Financial
Officer 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 or Broward
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
at an annual rate, determined by the Board of Directors, of not less than
$275,000 per year (the “Base Salary”) 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 thereof.  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 $68,750 per 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 for the entire
period of six (6) consecutive months, Employer may terminate Executive’s
employment hereunder.


 


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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;


 


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


 


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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 or Broward 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 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 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, 2008, or the
June 30 immediately subsequent to the provision of such written notice of
termination if such notice is provided after June 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 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


 


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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 directly or indirectly (excluding the currently proposed joint
ventures with affiliates of CL


 


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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, Suite 1500

  	
   

  	
  777 South Flagler Drive, 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:

  
	
   

  
	
  Ezra Shashoua

  
	
   

  
	
   

  
	
  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/

  	
  Ezra Shashoua

  	
   

  
	
   

  	
   

  	
  Ezra Shashoua, Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TODHUNTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:/s/

  	
  Jay S. Maltby

  	
   

  
	
   

  	
   

  	
  Jay S. Maltby

  
	
   

  	
   

  	
  Chief Executive Officer

  
						



 


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