First Amendment to Employment Agreement Dated March 30, 1992
by and between One Price Clothing Stores, Inc. and Xxx Xxxxxx
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On March 30, 1992 Xxx Xxxxxx ("Xx. Xxxxxx" or "Employee") entered into an
employment contract (the "Agreement") with One Price Clothing Stores, Inc. ("One
Price" or "Employer"). The Agreement provides for payments upon termination
under the first sentence in section 4.(h) as follows:
"In the event Employee is terminated by Employer, with or without
cause, except for fraud, theft, dishonesty or criminal intent, Employer shall
continue Employee's salary following Employee's termination for six (6)
additional months at the annual base salary in effect at the date of Employee's
termination, payable in accordance with Employer's usual payroll practices."
Employer and Employee wish to amend this forgoing provision by adding the
following sentence immediately after such first sentence in Section 4 (h) of the
Agreement:
"In addition, in the event Employee has not taken a position with
another Company by the end of such six months from the date of Employee's
involuntary termination, Employer shall pay to Employee up to an additional six
(6) months salary continuation on a bi-weekly basis so long as other employment
has not begun."
Except as provided for herein by the foregoing amendment, the Agreement shall
continue unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
4th day of February, 1997.
Witness: One Price Clothing Stores, Inc.
/s/ Xxxxxx X'Xxxxxx By: /s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
Chairman, President and C.E.O.
"EMPLOYER"
/s/ Xxxxx X. Xxxxxx /s/ Xxx Xxxxxx
Xxx Xxxxxx
"EMPLOYEE"
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 30th day of March,
1992, by and between One Price Clothing Stores, Inc., a Delaware corporation
with its principal place of business in Spartanburg County, South Carolina,
hereinafter referred to as "Employer," and Xxx Xxxxxx, a resident of
Bloomingdale, State of New Jersey, hereinafter referred to as "Employee."
W I T N E S S E T H :
For and in consideration of the mutual covenants and promises of
the parties hereto and the benefits inuring to the parties hereto, Employer and
Employee agrees as follows:
1. EMPLOYMENT. Subject to the terms and conditions of this Agreement,
employer employs Employee as its Vice President of Stores and Employee accepts
such employment with Employer. The employment hereunder shall commence on the
date Employee reports for full time work, and shall continue until terminated as
hereinafter provided.
2. TERMINATION. The employment hereunder shall terminate at the will of
either party at any time, with or without cause, or upon the mutual agreement of
the parties hereto. 3. DUTIES OF EMPLOYEE. Employee shall serve Employer
faithfully and to the best of his ability. Employee shall devote his full time
and efforts to his duties as an employee of Employer.
4. COMPENSATION AND BENEFITS.
(a) Salary. For all services rendered to Employer under this
Agreement, Employer shall pay Employee an annual base salary of not less than
$160,000, subject to annual review, payable in bi-weekly installments in
accordance with the usual payroll practice of Employer, less all legally
required deductions.
(b) Bonus. In addition to the above salary, the Board of
Directors of Employer, in its sole discretion, may award to Employee an annual
bonus in accordance with a bonus plan that has been adopted by the Board of
Directors. Employee shall be entitled to a first year minimum bonus of $16,000,
provided Employee is actively employed by Employer at January 31, 1993.
(c) Special Stock Option. Employee shall be granted an option
for 15,000 shares of Employer's common stock at the market price on the day of
grant, exercisable twenty (20%) percent annually commencing twelve (12) months
from the day of grant. This option shall be granted on the day Employee reports
for fulltime work.
(d) Automobile. Employer shall provide Employee with the use of
an automobile, with a value not to exceed $25,000.00. In addition, Employer
agrees to take care of maintenance, insurance, gas and oil, etc. Adjustment for
personal use shall be accounted for under appropriate Internal Revenue Service
Regulations.
(e) Other Benefits. (i) During the term of his employment, Employee shall
be entitled to participate in all employee benefits as are customarily provided
to its officers by Employer, and to participate in such other employee benefits
as may from time to time be instituted by Employer's Board of Directors. (ii)
Employee shall also be entitled to reimbursement of all reasonable hotel,
travel, entertainment and other business expenses actually incurred by Employee
in the course of Employee's employment upon submission to Employer of
satisfactory documentation thereof. (f) Moving Expenses. Employer shall
reimburse Employee for: (i) Employer agrees to reimburse Employee for air travel
up to six (6) round trip airline tickets, other than first-class, to and from
Greenville/Spartanburg, SC/New York, NY or Newark, NJ. (ii) Transportation of
household goods and effects, and not more than two (2) automobiles. (iii) Upon
reporting for work Employer agrees to reimburse Employee for up to three (3)
months for the cost of interim living expenses, such reimbursement to cover
lodging only. Total cost of interim living expenses not to exceed $2,500. (iv)
Employer agrees to reimburse Employee for lodging, meals, etc., for a maximum of
three (3) trips, which includes the actual moving event. (g) Employer shall pay
Employee up to $30,000 of documented
expenses for brokerage fees, closing costs, double mortgage payments and any and
all other related relocation expenses. This payment will be made upon
presentation of documentation on or after the first day of employment.
(h) Payments Upon Termination. In the event Employee is
terminated by Employer, with our without cause, except for fraud, theft,
dishonesty or criminal intent, Employer shall continue Employee's salary
following Employee's termination for six (6) additional months at the annual
base salary in effect at the date of Employee's termination, payable in
accordance with Employer's usual payroll practices. In the event Employee
voluntarily terminates his employment with Employer, he shall be entitled to no
additional payment upon such termination other than any then accrued but unpaid
salary, vacation pay, or other normal reimbursement items. In the event Employee
shall voluntarily terminate his employment with Employer prior to his first
anniversary of employment, Employee shall reimburse Employer fifty (50%) percent
of payments received for moving expenses and relocation expense reimbursement
set forth in paragraph (f) and paragraph (g) above.
5. CONFIDENTIAL INFORMATION. Employee acknowledges that during his
employment he will have access to confidential information belonging to the
Employer. Such confidential information shall consist of all information
disclosed to Employee as a result of employment by Employer not generally known
in the retail business in which Employer is engaged including information
concerning Employer's suppliers, including the costs, quantities and types of
goods supplied, and the identity of such suppliers; information concerning the
Employer's marketing and/or sales strategy or plans; real estate strategy and
expansion plans; all pricing information relating to merchandise offered for
sale by Employer; customers' list and all information dealing with customers'
needs or preferences; all data processing information; all financial information
including financial statements, financing plans and forecasts, and any and all
information designated or marked as confidential. Employee will not use or
disclose, or otherwise make available, such confidential information to any
other person or entity without prior express written consent of Employer, either
during or following the termination of Employee's employment. Upon termination
of employment, Employee shall turn over to Employer all property then in his
possession or custody belonging to Employer and shall not retain any copies or
reproductions of correspondence, memoranda, reports, notebooks, drawings,
photographs, or other documents relating in any way to the affairs of Employer.
6. NON-COMPETITION.
(a) Upon termination of Employee's employment with Employer,
whether voluntary or involuntary and whether with our without cause, Employee
will not for a period of three (3) years from date of such termination conduct
or engage in, directly or indirectly, alone or jointly, with any other person or
corporation as agent, consultant, employee, manager, purchaser, proprietor,
stockholder, co- partner, or otherwise, any type of retail apparel business
which uses the one price concept or a substantially similar concept, such as a
ceiling price point. This restriction applies to the continental United States.
(b) Employee agrees not to employ or cause to be employed any
other employee of Employer for a period of three (3) years after Employee's
termination of employment. This restriction applies to any type of business
which Employee may enter.
7. NOTICES. All notices, consents, changes of address and other
communications (hereinafter referred to as "Notice(s)") required or permitted to
be made under the terms of this Agreement shall be in writing and shall be (i)
personally delivered by an agent of the relevant Party, or (ii) transmitted by
postage prepaid, certified or registered mail:
To Employer: One Price Clothing Stores, Inc. Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxxx, XX 00000 To Employee: Xxx Xxxxxx Bloomingdale, NJ 8. WAIVER OF
BREACH. The waiver of Employer of a breach by Employee of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by Employee. No waiver shall be valid unless in writing and signed by any
authorized officer of Employer. 9. ASSIGNMENT. Employee acknowledges that the
services to be rendered by Employee are unique and personal. Accordingly,
Employee may not assign any of Employee's rights or delegate any of Employee's
duties or obligations under this Agreement. The rights and obligations of
Employer under this Agreement shall inure to the benefit of and all be binding
upon the Employer, and its successors and assigns. 55
10. REPRESENTATIONS AND WARRANTIES. Employee represents and warrants to
Employer that he is under no obligation to or bound by any contract with any
person, corporation or other entity which would prohibit or in any way interfere
with the performance of his duties and obligations to Employer under this
Agreement. 11. SEVERABILITY. If any provision of this Agreement as applied to
either party or to any circumstance shall be adjudged by a court to be invalid
or unenforceable, the same shall in no way affect any other provision of this
Agreement, or the application of each provision to any other fact or
circumstances. 12. ENTIRE AGREEMENT, MODIFICATION OR AMENDMENTS. This Agreement
constitutes the entire agreement of the parties with respect to its subject
matter and supersedes all prior oral or written agreements. This Agreement may
be modified or amended from time to time by the mutual agreement of the parties
hereto. No modification or amendment of this Agreement shall be binding upon
either party unless it is in writing and executed by the party sought to be
charged. 13. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument. 14.
CAPTIONS. The captions contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. 15. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of South Carolina, without giving
effect to South Carolina's rules of conflicts of law, and regardless of the
place or places of its physical execution and performance. 16. ENFORCEMENT. This
Agreement may only be enforced in a court of
competent jurisdiction in Spartanburg County, South Carolina. Employee agrees to
submit to the jurisdiction of a court of competent jurisdiction in Spartanburg
County, South Carolina, whether or not then residing in South Carolina. The
prevailing party shall be entitled to recover from the other party the cost of
any court action, including reasonable attorneys fees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Witnesses: One Price Clothing Stores, Inc.
/s/ Xxxxx X'Xxxxxx By: /s/ Xxxxx X. Xxxxxx, Xx. (Seal)
Xxxxx X. Xxxxxx, Xx.
Chairman of Board of Directors
As to Employer
"EMPLOYER"
/s/ X. Xxxxxxx /s/ Xxx Xxxxxx
(Seal)
As to Employee Xxx Xxxxxx
"EMPLOYEE"
