Employment Agreement - William Jenkins

CELTIC BREW LLC


BREWMASTER EMPLOYMENT AGREEMENT


CELTIC BREW LLC (the Company), and William Robert Jenkins (the Brewmaster) desire to set forth the terms upon which the Brewmaster will be employed by the Company during the term of this Agreement, and therefore agree as follows:


1. Working Relationship


1.1 Term. Unless terminated sooner pursuant to paragraph 4. below, the term of this Agreement is one (1) year with effect from March 24, 1997 (the Commencement Date). This term may be extended once or more for such length of time as agreed in a written instrument signed by the parties.


1.2 Location. The Brewmaster shall perform his employment at the brewing facilities of the Company located at Enfield, Co. Meath, Ireland (the Brewery).


1.3 Supervisor. The Brewmaster shall report to and his activities shall be supervised by the General Manager of the Brewery.


1.4 Duties. The Brewmaster shall use his best efforts, skill and abilities to faithfully and effectively perform his duties as a master brewer for the company. The Brewmaster shall perform such functions as may be commensurate with his position and such other duties as may from time to time reasonably be delegated to him by the Company. It is intended that for the most part the Brewmaster shall perform his duties hereunder during normal business hours. However, it is agreed by the Brewmaster that he may be required from time to time to perform his duties hereunder at times other than normal business hours, and that the Brewmaster shall not be entitled to additional compensation for work performed during other than normal business hours.


1.5 Full Time. The Brewmaster shall devote full and exclusive business time and energies to the performance of his duties under this Agreement, except that he shall be free to devote reasonable time and attention to public and charitable affairs and to his personal affairs, consistent with his duties hereunder, but only if the handling of such charitable and personal affairs do not interfere with the normal day-to-day operations of the Company.


2. Compensation.


As full compensation to the Brewmaster for performance of his services hereunder, the Company agrees to pay Brewmaster, and Brewmaster agrees to accept, the following:


2.1 Salary. The Company will pay the Brewmaster in Irish Pounds the equivalent of a salary of Forty thousand United States Dollars (US$40,000.00) per annum 2 by monthly installments in arrears from the Commencement Date, less any amounts required to be withheld under any applicable federal, state or local income tax laws or by any other withholding requirements, and any other amounts which by agreement may be withheld for fringe benefits. This salary shall be subject to review 12 months from the Commencement Date.


2.2 Bonus. Provided the Agreement has not been terminated, the Company shall pay the Brewmaster a bonus, equal to one (1) month's salary at the end of 12 months from the Commencement Date. Subsequent bonuses will be at the sole discretion of the Company.


2.3 Stock Option Plan. The Brewmaster shall be eligible to participate in the 1996 Stock Option Plan of American Craft Brewing International Limited on the basis described therein.


2.4 Tax Equalization. The Company agrees to assume and pay the Brewmaster's actual foreign and United States income tax liabilities in excess of the Brewmaster's hypothetical tax liability. For purposes of this paragraph, "hypothetical tax liability" means the amount agreed to by the Company by which the Brewmaster's actual foreign and United States tax liabilities exceed the Brewmaster's tax liability on the salary set forth in paragraph 2.1 above had the Brewmaster received that salary while residing in the United States.


3. Benefits.


3.1 Medical Benefits: Life and Disability Insurance Plans. The Company will pay premiums for the Brewmaster's participation in the life, health and disability insurance plans of the Company, provided that the Brewmaster is accepted for coverage which is at the sole discretion of the insurer. If available, the premiums for coverage of the Brewmaster's dependents shall be paid by the Brewmaster.


3.2 Business Expenses. The Company will reimburse the Brewmaster for pre-approved expenses actually incurred in connection with the performance of the duties hereunder, against receipts or other appropriate written evidence of such expenditures, all in accordance with the policies of the Company as adopted from time to time.


3.3 Leave. The Brewmaster is entitled to two weeks leave during the first year and three weeks in the second year of the term of this Agreement, which shall be taken as determined by the Company, as well as holidays in accordance with applicable policies from time to time adopted by the Company. Time at which leave is taken is dependent on seniority, family circumstances and the exigencies of the Company's business but subject thereto, leave shall be scheduled insofar as is practicable so as to meet the Brewmaster's convenience. Leave cannot be accumulated and any unused leave at the end of the term of this Agreement, or upon termination of this Agreement for any reason, shall not be compensated. 3
3.4 Home Leave. During each year of the term of this Agreement, the company will pay for one (1) round trip economy fare air ticket to be used by the Brewmaster for travel to the United States, or the equivalent if the Brewmaster wishes to take his leave elsewhere.


4. Termination.


4.1 By the Brewmaster. The Brewmaster may terminate this Agreement by giving the Company not less than three (3) months written notice or payment of three months' salary in lieu of notice.


4.2 By the Company Without Cause. The Company may terminate this Agreement without cause at anytime by giving to the Brewmaster three (3) months' written notice or by paying him three (3) months' salary in lieu of ...