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under which Harmony Foods purchased all of the assets of
Washington Chocolate and certain other specified assets of
petitioner. Harmony Foods' primary interest in this transaction
was obtaining Washington Chocolate's customer base.
Pursuant to paragraph 2.1 of the purchase agreement, Harmony
Foods paid $600,000 to Washington Chocolate for its assets and an
additional $71,000 to petitioner for those assets he owned
personally. Paragraph 10.4 of the purchase agreement provided
that as a condition precedent, petitioner was to execute an
employment agreement with Harmony Foods. Consistent with the
requirements of paragraph 10.4 of the purchase agreement,
petitioner entered into an employment agreement with Harmony
Foods on May 26, 1989, which provided for the employment of
petitioner by Harmony Foods.
Paragraph 2 of the employment agreement defined petitioner
as an at-will employee. Paragraph 3 of the employment agreement
defined the term of employment as commencing on the date of
signing the employment agreement and continuing until either
party terminated the employment agreement with 30 days' written
notice.
Paragraph 4.A of the employment agreement provided
petitioner with an annual base salary of at least $100,000. As
additional compensation, paragraph 4.B of the employment
agreement provided petitioner with a commission over a 7-year
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