exv10w56



 




Exhibit 10.56



EXECUTIVE EMPLOYMENT, NON-COMPETE

AND CONFIDENTIALITY AGREEMENT




     THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT
(“Agreement”) is entered into on this 1st day of January, 2004, by and between
Thomas L. Gregg (the “Executive”) and Cuisine Solutions, Inc., a Delaware
corporation with its principal place of business in Alexandria, Virginia (the
“Corporation”) (collectively, the “Parties”).



     WHEREAS, the parties believe the Executive possesses the experience and
capabilities to provide valuable service on behalf of the Corporation; and



     WHEREAS, the Corporation desires to employ the Executive, and the
Executive desires to be employed by the Corporation, for the compensation,
benefits and other terms and conditions specified herein.



     NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:




	1.	 	Employment.




     1.1 Duties. The Corporation hereby employs the Executive, and the
Executive hereby accepts such employment, to serve as President of U.S.
Operations, effective January 1, 2004 (the “Effective Date”). The Executive
hereby represents and warrants that he is in good health and capable of
performing the services required hereunder. The Executive shall perform such
services and duties as are appropriate to such office or such other executive
level duties as may be delegated to him by the Corporation’s CEO, Mr. Stanislas
Vilgrain, or his designee or his successors (the “CEO”). During the term of
his employment under this Agreement, the Executive shall be a full-time
employee of the Corporation and shall devote such time and attention to the
discharge of his duties as may be necessary and appropriate to accomplish and
complete such duties.



     1.2 Compensation.



          (a) Salary, Equity, and Performance Bonus. As compensation for
performance of the Executive’s obligations hereunder, the Corporation shall pay
the Executive an annual cash salary of $125,000 to be paid in 26 equal
installments of $4,807.69 on a bi-monthly basis (the “Salary”). The
Corporation will also pay the Executive the equivalent of an additional annual
$125,000 in Cuisine Solutions equity (treasury stock, fully vested in the money
stock options, or equivalent). At least Fifty percent (50%) of the equity
compensation will be paid at the beginning of the calendar year (January 1) and
the remaining will be paid on the first day of the start of the Cuisine
Solutions Fiscal Year (around June 27). The price of the stock will be based
on a calculation of the average share price for the previous 90 days or the
fair market value price on the dates above, whichever is lower.



 









 






The Executive is also eligible for a cash and/or stock option performance bonus
of up to fifty percent (50%) of his base compensation based upon performance
criteria established by the CEO and Board (the “Bonus”). The performance
criteria are attached as Appendix A and will be based on the performance of US
Operations and the performance of the Corporation during the fiscal year. The
Bonus, if any, is to be paid within two months of the end of each fiscal year.



          (b) Vacation, Insurance, Expenses, Etc. The Executive shall be
entitled to twenty (15) vacation days each year and other benefits such as
401K, health, disability and life insurance and expense reimbursements in a
manner consistent with the Corporation’s practices and as are provided by the
Corporation to its other executives of similar status and with like levels of
responsibility.



          (c) Stock Options. The Executive shall also receive 125,000 stock
options at the start of year one (1) (the “Options”) with terms consistent with
the Cuisine Solutions 1999 Stock Agreement, except the Options will have an
exercise price equal to the fair market value of the Corporation’s common stock
on the date of Grant, the Agreement date, or the price determined for other
Executive of similar status, or the average share price over the previous 90
days, whichever is the lowest. The Executive shall be eligible to receive
stock options at the start of both Year two (2) and year three (3) of the
Agreement consistent with other senior Executives and at the discretion of the
CEO and Board of Directors.



          (d) Other Benefits. The Executive shall be entitled to participate
in 401K and incentive plans as may be granted or established from time to time
by the Corporation, in its sole discretion, to executives of similar status and
with like levels of responsibility.



          (e) Executive Purchase. If Cuisine Solutions treasury stock is
available for purchase at the dates above (January 1 and the Fiscal Year start
around June 27), Executive agrees to purchase at a minimum $62,500 of Cuisine
Solutions stock on those dates (an aggregate of $125,000 annually). The price
of the Corporation’s common stock will be the price of the stock on the above
dates, or the average share price over the previous 90 days, whichever is the
lowest.



     1.3 Term; Termination. The term of the employment agreement set
forth in this Section 1 shall be for a period commencing on the Effective Date
as defined herein and continuing for three (3) years thereafter (the “Term”),
provided that this Agreement shall terminate as to the Executive’s employment
prior to the end of the Term:



          (a) by mutual written consent of the parties;



          (b) upon the Executive’s death or inability, by reason of physical or
mental impairment, to perform substantially all of the Executive’s duties as
contemplated herein for a continuous period of 120 days or more; or



          (c) by the Corporation for cause, which shall mean any act by the
Executive of fraud, material misrepresentation, misappropriation, dishonesty,
embezzlement, or similar conduct involving in any way the business of the
Corporation, gross negligence, willful misconduct, insubordination, breach of
trust or fiduciary duty owed the Corporation or its clients, abuse of illegal
drugs or controlled substances or alcohol, conviction of a felony or any crime



 









 






involving moral turpitude, or failure to perform duties in a manner
satisfactory to the Corporation, determined in good faith, and to cure or
remedy such failure within ten days after written notice.



     If the Corporation terminates this Agreement as to the Executive’s
employment prior to the end of the Term except as provided in clauses (a), (b)
and (c) of this Section 1.3, the Executive shall be entitled to receive an
amount equal to six (6) months of his annual base Salary, such compensation to
be paid in thirteen equal bi-monthly installments, all ,equity received, and
all Options that were to vest will be deemed accelerated and subject to
exercise by the Executive.



     Upon any termination of the Executive’s employment under this Section 1.3,
neither Party shall have any further obligation to the other pursuant to this
Section 1, but such termination shall have no effect on the obligations of the
Parties under other provisions of this Agreement, which shall continue
un-affected.




	2.	 	Non-Competition.




     2.1 Undertaking. The Executive agrees that while the Executive is
employed by the Corporation and for a period of six months after termination of
such employment, the Executive shall not, without the Corporation’s prior
written consent, engage in direct competition with the Corporation in business
lines that were within the Executive’s areas of responsibility during the
Executive’s employment with the Corporation to include “Sous vide” and other
frozen gourmet food enterprises. In the event the Corporation files under the
Chapter 7 bankruptcy code of the United States, any obligations imposed upon
the Executive under this Section 2.1, or under Section 2.2 below, shall cease.




	2.2	 	Other Prohibited Activities.




          (a) The Executive agrees that, during his employment with the Corporation
and for a period of one (1) year after the termination of such employment, the
Executive will not engage in any Unethical Behavior which may adversely affect
the Corporation. For the purpose of this Section 2.2, “Unethical Behavior” is
defined as:



               (i) any attempt, successful or unsuccessful, by the Executive to divert
any existing or pending product sale, business relationship, re-seller
relationship, distributor relationship, partner relationship, contract,
subcontract or proposal from the Corporation to any other entity, whether or
not affiliated with the Executive;



               (ii) any attempt, successful or unsuccessful, by the Executive, to
adversely influence clients of the Corporation or organizations with which the
Corporation has an existing or pending product sale, business relationship,
re-seller relationship, distributor relationship, partner relationship,
contract, subcontract or proposal;



 









 





               (iii) any attempt, successful or unsuccessful, by the Executive to
influence any other employee of the Corporation to offer his or her services,
to any firm to compete, directly against the Corporation; or



               (iv) any attempt, successful or unsuccessful, by the Executive to offer
employment to, or cause any other person to offer employment to any other
employee of the Corporation.



          (b) The Executive agrees that, in addition to any other remedy available
to the Corporation, in the event of a breach by the Executive of the terms of
this Section 2, the Corporation may set off against any amounts due the
Executive an amount equal to the gross revenues which such Executive, or any
entity with which the Executive is employed, affiliated or associated, receives
or is entitled to receive from any existing clients (or potential clients with
whom a proposal is pending) of the Corporation during the period provided in
this Section 2.



          (c) The Executive shall notify any new applicable employer after
employment of the provisions of this Section 2.2 and the Executive agrees that
the Corporation may give such notice to such firm, corporation or other person.



     2.3 Business Opportunities; Conflicts of Interest; Other Employment and
Activities of the Executive.



          (a) While the Executive is employed by the Corporation, the Executive
agrees promptly to advise the Corporation of all business opportunities that
reasonably relate to the present business conducted by the Corporation, or such
new business as the Corporation may conduct.



          (b) The Executive, in his capacity as an employee of the Corporation,
shall not engage in any business with any member of the Executive’s immediate
family or with any person or business entity in which the Executive or any
member of the Executive’s immediate family has any ownership interest or
financial interest, unless and until the Executive has first fully disclosed
such interest to and received written consent from the CEO; provided, however,
that the Executive may passively invest in family businesses. As used herein,
the term “immediate family” means the Executive’s spouse, natural or adopted
children, parents or siblings, and the term “financial interest” means any
relationship with such person or business entity that may monetarily benefit
the Executive or member of the Executive’s immediate family, including any
lending relationship or the guarantying of any obligations of such person or
business entity by the Executive or member of his immediate family.



3.   Confidentiality. The Executive agrees that the Corporation’s books,
records, files and all other non-public information relating to the
Corporation, its business, clients and employees are proprietary in nature and
contain trade secrets and shall be held in strict confidence by the Executive,
and shall not, either during the term of this Agreement or after the
termination hereof, be disclosed, directly or indirectly, to any third party,
except to the extent such disclosure is in furtherance of the Corporation’s
business or required by court order or other legal process. The trade secrets
or other proprietary or confidential information referred to in the prior
sentence includes, without limitation, all code, screens, specifications,
designs, works, plans, drawings,



 









 






data, prototypes, discoveries, algorithms, inventions, formulae, research,
developments, methods, “know-how”, compilations, patents, copyrights, mask
works, and other intellectual property rights and technical information and
material, in oral, demonstrative, written, graphic or machine-readable form,
and either owned on the Effective Date or developed thereafter by the
Corporation and/or its affiliates or licensed to the Corporation and/or its
affiliates. In addition, all Corporation proposals to clients or potential
clients, contracts, client or potential client lists, fee policies, financial
information, administration or marketing practices or procedures and all other
information regarding the business of the Corporation and its clients not
generally known to the public shall be deemed proprietary and shall be subject
to the confidentiality requirements of this provision.




	4.	 	Miscellaneous.




     4.1 Life Insurance. The Executive hereby acknowledges that the
Corporation is entitled to obtain, in its sole discretion and at any time while
the Executive is employed by the Corporation, insurance on the life of the
Executive and naming the Corporation as beneficiary. The Executive hereby
agrees to co-operate fully with the Corporation in securing such life
insurance, such co-operation to include but not be limited to, submitting to
medical examinations and disclosing fully any and all information legally
requested by the insurance carrier in connection with obtaining such life
insurance. Medical information will remain confidential between the Executive
and the insurance carrier. The Corporation agrees to make any and all premium
payments pursuant to any life insurance contract covering the Executive that
the Corporation obtains for its own benefit. The Executive agrees and
acknowledges that the estate of the Executive shall have no rights to or
interest in the proceeds of said life insurance policy or policies.



     4.2 Notices. All notices, requests, demands or other
communications provided for in this Agreement shall be in writing and shall be
delivered by hand, sent prepaid by overnight delivery service or sent by the
United States mail, certified, postage prepaid, return receipt request, to the
following:



	 	 	 
	 

	 	If to the Corporation:
	 
	 	 
	

	 	Cuisine Solutions, Inc.
	

	 	85 S. Bragg Street Suite 600
	

	 	Alexandria VA, 22312
	

	 	Attn: Stanislas Vilgrain
	

	 	Telephone:     (703) 270-2900
	

	 	Facsimile:     (703) 750-1158
	 
	 	 
	

	 	If to the Executive:
	 
	 	 
	

	 	Thomas L. Gregg
	

	 	6418 Lake Meadow Drive
	

	 	Burke, VA 22015
	

	 	Telephone: (703) 250-2509







 









 







Any notice, request, demand or other communication delivered or sent in
the foregoing manner shall be deemed given or made (as the case may be)
upon the earliest of (i) the date it is actually received, (ii) the
business-day after the day on which it is delivered by hand, (iii) the
business day after the day on which it is properly delivered to Federal
Express (or a comparable overnight delivery service), or (iv) the third
business day after the date on which it is deposited in the United States
mail; unless Party is on business travel or vacation, then it is when it
is actually received or upon Party’s return from travel. Either Party may
change its address by notifying the other Party of the new address in any
manner permitted by this paragraph.



     4.3 Remedies. The parties agree and acknowledge that any violation
by the Executive of the terms of Sections 2.1 and 2.2 of this Agreement may
result in irreparable injury and damage to the Corporation or its clients,
which may not adequately be compensable in monetary damages, that the
Corporation may not have an adequate remedy at law therefore, and that the
Corporation may obtain such preliminary, temporary or permanent mandatory or
restraining injunctions, orders or decrees as may be necessary to protect it
against, or on account of, any breach of Sections 2.1 and 2.2.
Notwithstanding, and as an exception to Section 4.10 of this Agreement, the
Parties further agree and acknowledge that the Corporation may seek such
injunctive relief in any court of competent jurisdiction pursuant to this
Section 4.3.



     4.4 No Obligation of Continued Employment. The Executive and the
Corporation understand that this Agreement does not create an obligation on the
part of the Corporation or the executive to continue the Executive’s employment
with the Corporation after the termination of this Agreement. The Corporation
will give the Executive three (3) months notice prior to the end of the
contract as to their intention for continued employment. If the Corporation
elects not to extend the Executive§s employment at the end of the three year
term set forth in Section 1.3 for reasons other than Section 1.3 (a), (b), and
(c), the Executive’s Stock Options will be deemed accelerated and vested and
subject to exercise by the Executive as well as any other vesting consideration
due the Executive. If the Corporation does not elect to continue employment at
the end of the Contract, and three (3) months notice of non-extension is not
given to the Executive, Executive is entitled to (3) months Compensation as a
severance.



     4.5 Benefit; Assignment. This Agreement shall bind and inure to
the benefit of the Parties and their respective personal representatives,
heirs, successors and assigns, provided this Agreement may not be assigned by
either Party without the consent of the other, except that the Corporation may
assign this Agreement in connection with the merger, consolidation or sale of
all or substantially all of its business or assets.



     4.6 Entire Agreement. This Agreement supersedes all prior
agreements, written or oral, with respect to the subject matter of this
Agreement.



     4.7 Severability. In the event that any one or more of the
provisions contained herein shall be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and all other
provisions shall remain in full force and effect. If any of the provisions of
this Agreement is held to be excessively broad, it shall be reformed and
construed by limiting and reducing it so as to be enforceable to the maximum
extent permitted by law.



 









 





     4.8 Waivers. No delay or omission by the Corporation in exercising
any right under this Agreement will operate as a waiver of that or any other
right. A waiver or consent given by the Corporation on any occasion is
effective only in that instance and will not be construed as a bar to or waiver
of any right on any other occasion.



     4.9 Governing Law & Jurisdiction. This Agreement shall be
construed as a sealed instrument and shall in all events and for all purposes
be governed by, and construed in accordance with, the laws of the Commonwealth
of Virginia without regard to any choice of law principle that would dictate
the application of the laws of another jurisdiction.



     4.10 Arbitration. The Parties shall attempt to settle amicably
through negotiation any controversy, claim or dispute (“Dispute”) arising out
of or relating to this Agreement, including but not limited to any Dispute
related to the Executive’s performance of his duties hereunder or the
interpretation of this Agreement. If a Dispute cannot be settled by such
means, the Parties hereto intend and agree to submit such Dispute, whether
sounding in contract or tort, to final and binding arbitration before a single
neutral arbitrator who is, and pursuant to arbitration procedures which are,
acceptable to both Parties. If the Parties cannot or do not otherwise agree
within 30 days of the date on which written notice of a Dispute is given, any
such Dispute shall be submitted for arbitration by the American Arbitration
Association pursuant to the Commercial Arbitration Rules of the American
Arbitration Association then in effect. Any arbitration shall be conducted in
Virginia or such other location as the Parties may mutually agree, and notice
of demand for arbitration shall be provided in writing to the other Party. The
Parties further intend and agree that the final decision or award of the
arbitrator shall be binding on the Parties and their successors and fully
enforceable by any court of competent jurisdiction. The Parties further intend
and agree that facts and other information relating to any arbitration arising
out of or in connection with this Agreement shall be kept confidential to the
fullest extent permitted by law. In addition, each Party shall bear its own
expenses in connection with such arbitration unless otherwise ordered by the
arbitrator. If, a dispute is submitted to arbitration pursuant to this Section
4.10, any monetary relief which may be granted to the Executive shall be
limited to compensatory damages and EXECUTIVE EXPRESSLY WAIVES ANY CLAIM TO
PUNITIVE OR EXEMPLARY DAMAGES. Notwithstanding the foregoing, the provisions
of this section do not require arbitration of any claim for injunctive relief
within the scope of Section 4.3 above.



     4.11 Amendments. No changes to this Agreement shall be binding
unless in writing and signed by both Parties.



     4.12 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute one instrument.



     THE EXECUTIVE HAS READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND THE
EXECUTIVE UNDERSTANDS, AND AGREES TO, EACH OF SUCH PROVISIONS. THE EXECUTIVE
UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO ACCEPT
EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO THE EXECUTIVE’S EMPLOYMENT WITH
THE CORPORATION.



 









 




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




	 	 	 	 	 
	EXECUTIVE

	 	 	 	Cuisine Solutions, Inc.
	 
	 	 	 	 
	/s/ Thomas L. Gregg

	 	By:
	 	/s/ Stanislas Vilgrain
	
 

	 	 	 	
 
	Thomas L. Gregg

	 	 	 	Stanislas Vilgrain
	

	 	 	 	Chief Executive Officer