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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of,
August 8, 1997, to become effective as of the Effective Date (as herein defined)
by and between TROPICAL SPORTSWEAR INTERNATIONAL CORPORATION, a Florida
corporation (the "Company"), and XXXXXXX X. XXXXXX (the "Employee").
RECITALS:
In entering into this Agreement, the Company desires to provide the
Employee with substantial incentives to serve the Company without distraction or
concern over minimum compensation, benefits or tenure, to develop and implement
the Company's business plan and to manage the Company's future growth and
development and to maximize the returns to the Company's stockholders.
NOW, THEREFORE, in consideration of the foregoing and the mutual
provisions contained herein, and for other good and valuable consideration, the
parties hereto agree with each other as follows:
1. EMPLOYMENT
A. On the terms and subject to the conditions hereinafter set forth,
and beginning as of the Effective Date, the Company will employ the Employee as
President of Company and the Employee will serve in the Company's employ in that
position. The Employee shall perform such duties, and have such powers,
authority, functions, duties and responsibilities for the Company and
corporations Affiliated with the Company as are commensurate and consistent with
the employment as President of the Company. The Employee also shall have such
additional powers, authority, functions, duties and responsibilities as may be
assigned to him by the Chief Executive Officer.
B. The Employee shall not, at any time during the Term of Employment,
engage in any other activities unless these activities do not interfere
materially with the Employee's duties and responsibilities for the Company at
that time.
2. TERM OF EMPLOYMENT
The Effective Date means the closing date of the sales of shares of the
Common Stock to the underwriters in the Company's initial public offering.
3. TERM OF EMPLOYMENT
The Initial Term of the Employee's Employment shall be for a period of
three (3) years commencing on the Effective Date. The Renewal Term shall
commence two (2) years from the Effective Date and renew each day thereafter for
an additional day without further action
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by the Company or the Employee, it being the intention of the parties that from
the Effective Date there shall be a three (3) year duration and from the second
(2nd) anniversary of the Effective Date there shall be a continuously remaining
term of one (1) year duration of the Employee's Employment. In the event that
Employee's Employment hereunder shall not have otherwise been terminated, such
Employment shall terminate at the end of the Company's fiscal year in which the
Employee reaches age sixty-five (65).
4. COMPENSATION
A. Base Salary. A Base Salary shall be payable to the Employee by the
Company as a guaranteed minimum annual amount hereunder for each Compensation
Year during the period from the Effective Date to the Termination Date. That
Base Salary shall be payable in the intervals consistent with the Company's
normal payroll schedules (but in no event less frequently than semi-monthly),
shall be payable initially at the annual rate of $225,000.
On the first and each subsequent anniversary of the Company's fiscal
year, the Base Salary shall be increased by the greater of the same percentage
increase (if any) in the CPI for the twelve (12) month period immediately
preceding such anniversary or such amount that the Board of Directors shall
determine. The first such increase will be made on September 30, 1997.
B. Annual Cash Bonus. The Annual Cash Bonus shall be calculated as of
the end of the Company's fiscal year. The first such calculation will be made as
of September 30, 1997. The Employee may earn an actual Annual Cash Bonus, not to
exceed one hundred percent (100%) of the Base Salary, if the Company meets
certain threshold levels of performance.
5. TERMINATION
A. Termination by Company with Cause. The Company may terminate
Employee at any time with notice for "cause." "Cause" shall mean and be limited
to
(1) any willful and persistent material breach by the
Employee of the performance of his duties pursuant to
this Agreement which continues after written notice from
the Company;
(2) the Employee's conviction (which, through lapse of time
or otherwise is not subject to appeal) of any crime or
offense involving money or other property of the Company
or others or which constitutes a felony in the
jurisdiction involved;
(3) any disclosure by the Employee to any person, firm or
corporation other than the Company and its directors,
officers, and employees of any material confidential
information or trade secrets of the Company which is
materially detrimental to the interests of the Company
and made outside the scope of the Employee's duties to
the Company;
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(4) engaging by the Employee, without prior consent of the
Board of Directors of the Company, in any other business
other than the business of the Company which interferes
in any material respect with the performance of
Employee's duties;
(5) fraud on the Company;
(6) material misrepresentation by the Employee to any
officer or director of the Company;
(7) theft of any property of the Company;
(8) Chronic alcoholism;
(9) or drug addiction.
"Cause" does not include substandard performance or nonperformance by the
Employee. If the employment of the Employee is terminated by the Company for
cause, the Employee will not be entitled to any separation benefits and
Employee's salary, bonus, benefits and business expense reimbursements shall
cease as of the date of termination. All salary, bonuses on a prorata basis,
benefits and business expense reimbursements that are due to the Employee
hereunder and not paid up to the date of such termination shall be paid to the
Employee within forty-five (45) days of such termination.
B. Termination by the Company Without Cause. In the event the Employee
is terminated without cause by the Company, the Employee shall be entitled to
receive Annual Base Salary through the term, and any extension thereto of this
Agreement at Employee's then present Annual Base Salary rate. The Employee shall
also be entitled to the medical benefits he was receiving on the date of such
termination for an additional twelve (12) months from the date of termination,
provided, however, such medical benefits shall cease immediately upon the
subsequent employment or self-employment of the Employee, whichever first
occurs. No other benefits other than those specified herein will be available to
the Employee if the Employee is terminated without cause by the Company.
6. OTHER EMPLOYEE RIGHTS
A. Paid Vacation; Holidays. The Employee shall be entitled to not
less than four (4) weeks of annual vacation and all legal
holidays during which times his applicable compensation shall be
paid in full.
B. Fringe Benefits. During the term of this agreement, the Employee
is entitled to the same level of fringe benefits previously and
currently provided to Employee by the Company including but not
limited to a company car for business and personal use, health
insurance, dental insurance, disability insurance, and life
insurance.
C. Business Expenses. The Employee is authorized to incur, and will
be entitled to receive prompt reimbursement for, all reasonable
expenses incurred by the Employee in performing his duties and
carrying out his responsibilities hereunder,
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including air fare and hotels, business meals, entertainment and
travel expenses, provided that the Employee complies with the
applicable policies, practices and procedures of the Company
relating to the submission of expense reports, receipts or
similar documentation of those expenses. The Company shall either
pay directly or promptly reimburse the Employee for such expenses
not more than twenty (20) days after the submission to the
Company by the Employee from time to time of an itemized
accounting of such expenditures for which direct payment or
reimbursement is sought.
7. GENERAL PROVISION
A. Governing Law. This Agreement shall be construed and regulated
under and by the laws of the State of Florida. Personal
jurisdiction for any proceeding brought pursuant to this
Agreement shall be vested in the appropriate County or Circuit
Court of the Thirteenth Judicial Circuit in and for Hillsborough
County, Florida, or the Federal District Court of the Middle
District of Florida, Hillsborough County Division. Venue for any
legal action authorized hereunder shall be in Hillsborough
County, Florida.
B. Severability. If any provision of this Agreement is deemed to be
unenforceable in accordance with its term, but would be
considered enforceable if the time period or geographic area of
its effect is reduced, then such provision shall be so reduced
with the excessive aspects of the offending provisions deemed
severed and deleted from this Agreement with the Agreement
enforceable in full in accordance with its terms as so modified.
C. Notices. Whenever notice is required to be given hereunder,
written notice mailed or delivered to the Company at 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (if intended for the
Company), or such other address as the Company shall furnish in
writing, shall constitute sufficient notice to the Company; and
written notice mailed or delivered to Employee at 00000 Xxxxxxxx
Xxxxx, Xxxxx, XX 00000, or such other place as may be designated
by Employee in writing, shall constitute sufficient notice to
Employee. Where "the Company" or "Employee" consists of more than
one party, notice to one shall constitute notice to all.
D. Waiver or Modification. No waiver or modification of this
Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by
the party to be charged therewith. Furthermore, no evidence of
any waiver or modification shall be offered or received in
evidence in any proceeding, arbitration or litigation between the
parties arising out of or affecting this Agreement or the rights
or obligations of any party hereunder, unless such waiver or
modification is in writing and duly executed as aforesaid. The
provisions of this paragraph may not be waived except as herein
set forth.
E. Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter of this
Agreement, and supersedes any and all previous agreements,
negotiations and promises between the parties,
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whether written or oral, with respect to such subject matter.
F. Amendment. No amendment of any provision of this Agreement shall
be effective unless it is in writing and signed by the party
against whom it is sought to be enforced, and then such waiver or
amendment shall be effective only in the specific instance and
for the specific purpose for which it is given.
G. Assignment. Employee may not directly or indirectly transfer or
assign any of its rights or obligations hereunder without prior
written consent of the Company, which consent may be given or
withheld in Employee's sole and exclusive discretion, and any
such attempted assignment or transfer by Employee without the
Company's consent shall be void. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and Employee and its
successors, permitted assigns, heirs, devisees and legal
representatives, as the case may be.
H. Section Headings. Section, subsection and similar headings
contained in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the day and year indicated above.
TROPICAL SPORTSWEAR INTERNATIONAL CORPORATION
By:__________________________________________
Its:_________________________________________
EMPLOYEE
_____________________________________________
Xxxxxxx X. Xxxxxx
Employee's Permanent Address:
00000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
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