EXHIBIT 10(J)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
February , 1997 by and between The Cosmetic Center, Inc., a Delaware
corporation qualified to do business in Maryland with its principal place of
business located at 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 ("EMPLOYER"),
and Xxxx X. Xxxxxxxxx, now residing at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000 ("EMPLOYEE").
RECITALS
1. EMPLOYER is engaged in the specialty retail sale and wholesale
distribution of a wide range of brand name cosmetic, fragrance, skin care and
personal care products.
2. Prior to the date hereof, EMPLOYEE was Chairman and, until July 1995,
Chief Executive Officer of EMPLOYER.
3. On the date hereof, Prestige Fragrance & Cosmetics, Inc., a Delaware
corporation engaged in the retail distribution of cosmetics, fragrances, skin
care and personal care products at discounted prices ("PFC"), was merged into
EMPLOYER, with EMPLOYER being the survivor of such merger.
4. From and after the date hereof, EMPLOYER desires to employ and retain
the unique experience, ability and services of EMPLOYEE in the position of Vice
Chairman of the Board of Directors of EMPLOYER and EMPLOYEE desires and is
willing to undertake and continue such employment with EMPLOYER, all upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, and of the mutual
covenants and agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby accepts employment with
EMPLOYER, upon the terms and conditions set forth in this Agreement:
1. EMPLOYMENT
EMPLOYER hereby employs EMPLOYEE and EMPLOYEE hereby accepts employment as
Vice Chairman of the Board of EMPLOYER. EMPLOYEE will render such services to
the Corporation as are customarily rendered by the Vice Chairman of comparable
publicly held companies. EMPLOYER agrees that EMPLOYEE shall have no obligation
to provide such services outside of the State of Maryland and its surrounding
states (other than any travel required in the ordinary course of providing such
services).
Notwithstanding anything herein to the contrary, it is specifically agreed
that EMPLOYEE's duties and responsibilities hereunder will be rendered on a
part-time basis and nothing in this employment agreement shall prohibit EMPLOYEE
from engaging, directly or indirectly, in activities with other companies,
ventures, or investments in any capacity whatsoever, provided only that such
activities or any of them do not interfere with EMPLOYEE's performance of his
duties hereunder.
2. TERM OF EMPLOYMENT
The term of EMPLOYEE's employment hereunder shall commence on the date
hereof and continue until the fourth anniversary of the date hereof (the
"Term"). On or before the last day of EMPLOYEE's employment hereunder, EMPLOYEE
shall execute and deliver to EMPLOYER a letter of resignation from all offices
then held by EMPLOYEE with EMPLOYER and with any affiliates effective upon said
last day of employment hereunder. This Section 2 is subject to the provisions of
Section 9 of this Agreement.
3. COMPENSATION OF EMPLOYEE
A. COMPENSATION. During the Term, EMPLOYER hereby agrees to pay to EMPLOYEE
for all services to be rendered by EMPLOYEE in any capacity hereunder
(including, but not limited to, services as a Director and officer of EMPLOYER
and/or of any affiliate, and with respect to any other offices, positions and/or
capacities to which he is elected) an annual salary of Three Hundred Fifteen
Thousand ($315,000) ("Salary") and agrees to pay to EMPLOYEE for the
non-competition covenant pursuant to Section 13 annual payments of One Hundred
Fifty Thousand ($150,000) ("Non-Compete Payments"), in each case, payable
bi-weekly.
B. WITHHOLDING. There shall be deducted from each installment of EMPLOYEE's
Salary and Non-Compete Payments, and from any other payments to or for the
benefit of EMPLOYEE pursuant to this Agreement, all amounts which are at any
time and from time to time by applicable federal, state, county or municipal
laws required to be deducted by reason of withholding taxes, Social Security
contributions and other requisite governmental imposed deductions from the
income of employees.
C. REIMBURSEMENT FOR BUSINESS EXPENSES AND OTHER PERQUISITES. EMPLOYER
shall promptly reimburse EMPLOYEE for all reasonable business, travel and
miscellaneous expenses incurred by EMPLOYEE during the Term in the furtherance
of EMPLOYER's business, upon the submission to EMPLOYER of proper vouchers
authenticating such expenditures. In addition, EMPLOYER shall, during the Term,
continue to furnish EMPLOYEE an office and suitable office fixtures, telephone
service and secretarial assistance, all of which shall be appropriate to his
position and status as Vice Chairman of the Board of EMPLOYER.
D. VEHICLE. In order to facilitate EMPLOYEE's performance of his duties
under this Agreement, EMPLOYER hereby agrees to furnish EMPLOYEE with the
vehicle furnished as of the date hereof to EMPLOYEE by EMPLOYER. For so long as
EMPLOYER shall furnish EMPLOYEE with such vehicle pursuant to the preceding
sentence, EMPLOYER shall pay directly all properly documented gas, oil, repair,
maintenance and insurance expenses associated with such vehicle. Upon the
earlier of (i) EMPLOYEE's request prior to the termination of this Agreement for
Good Cause or (ii) termination of this Agreement other than for Good Cause,
EMPLOYER shall transfer (without cost other than the payment by EMPLOYEE of any
withholding or transfer taxes) to EMPLOYEE title to the vehicle furnished
hereunder to EMPLOYEE by EMPLOYER.
4. GROUP INSURANCE BENEFITS
While in the employment of EMPLOYER, EMPLOYEE will be made a party insured
under any policies of group health, life, accident, disability, medical expense
or similar group insurance plans which EMPLOYER may from time to time make
available generally to other employees holding comparable senior management
positions to that of EMPLOYEE and on the same basis as those so employed. All
matters of eligibility for benefits under any plan or plans of group health,
life, accident, disability, medical expense or similar group insurance plans
which EMPLOYER may at any time and from time to time make available shall be
determined in accordance with the provisions of the insurance policies. Upon
termination or expiration of the Term, EMPLOYEE shall be entitled to continued
medical coverage in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended.
5. MEDICAL REIMBURSEMENT. EMPLOYER has established a medical reimbursement
plan for certain of its key executive officers including EMPLOYEE. During the
Term, EMPLOYER shall maintain such plan and shall pay all premiums in connection
with such medical reimbursement plan.
6. SPLIT DOLLAR AND KEY-MAN INSURANCE. At any time during the Term and
within 30 days after the expiration of the Term, EMPLOYEE shall be entitled to
terminate that certain Split-Dollar Insurance Agreement dated September 22, 1994
between EMPLOYEE and EMPLOYER (the "Split-Dollar Insurance Agreement") relating
to that certain life insurance policy (Pacific Mutual Life Insurance Policy No.
1A2285224-0) in the face amount of $1,000,000 (the "Split-Dollar Insurance
Policy") in accordance with the terms of the Split-Dollar Insurance Agreement by
payment to the EMPLOYER of an amount equal to the premiums paid by EMPLOYER
through the time of purchase. Until the earlier of the termination of the Split-
Dollar Insurance Agreement as provided in the prior sentence and the termination
of the Term, EMPLOYER shall continue to pay premiums in accordance with the
terms of the Split-Dollar Insurance Agreement. As of, and for 30 days after, the
expiration of the Term, EMPLOYEE shall be entitled to purchase from EMPLOYER
that certain life insurance policy (Mass Mutual Life Insurance Policy No.
9655632) in the face amount of $1,000,000 (the "Key Man Insurance Policy") for
an amount equal to the premiums paid by EMPLOYER through the time of purchase.
Until the earlier of the purchase of the Key Man Insurance Policy as provided in
the prior sentence and the termination of the Term, EMPLOYER shall continue in
effect the Key Man Insurance Policy. Unless and until purchased by EMPLOYEE as
provided herein, EMPLOYER shall continue being the owner of the Key Man Policy
and the death benefits under the Key Man Insurance Policy shall be payable to
EMPLOYER. Until the earlier of the termination of the Split-Dollar Insurance
Agreement as provided above and the termination of the Term, the death benefits
under the Split-Dollar Insurance Policy shall be payable (i) to EMPLOYER to the
extent of the premiums paid by it and (ii) the balance of the benefit to the
beneficiaries designated by EMPLOYEE in accordance with the Split-Dollar
Insurance Agreement.
7. PROFIT-SHARING AND PENSION PLANS
To the same extent and on the same basis as EMPLOYER makes available
generally to other employees holding comparable senior management positions to
that of EMPLOYEE, EMPLOYEE shall have the right to participate in any profit
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sharing or pension plan established by EMPLOYER under the terms and conditions
therein contained (but not including any stock option or bonus plans).
8. VACATIONS
EMPLOYEE shall be entitled each year during the Term to paid vacation time
of four (4) weeks. Any part of such vacation time that is not used during any
year shall not cumulate and shall be forfeited. Upon termination of EMPLOYEE's
employment hereunder, EMPLOYER shall have no obligation to pay EMPLOYEE for any
unused vacation days.
9. TERMINATION OF EMPLOYMENT
A. DEFINITION OF GOOD CAUSE. For purpose of this Agreement, the term "Good
Cause" shall be construed to mean the following: (i) conviction of a felony or
other crime involving moral turpitude or pursuant to which EMPLOYEE is
imprisoned, in each case, that has a material adverse effect on EMPLOYER's
financial condition, assets or operations, (ii) dishonesty of EMPLOYEE after the
date hereof in a material matter that that has a material adverse effect on
EMPLOYER's financial condition, assets or operations or (iii) the material
breach by EMPLOYEE of any of his obligations or agreements contained in Section
13.
B. TERMINATION FOR GOOD CAUSE WITHOUT RIGHT TO CURE. EMPLOYER shall have
the right to immediately cancel and terminate this Agreement and to immediately
discharge EMPLOYEE for Good Cause which falls within the meanings of Sections
9(A) (i) or (ii).
C. TERMINATION FOR GOOD CAUSE WITH RIGHT TO CURE. Following reasonable
notice and failure to promptly cure, EMPLOYER shall have the right to cancel and
terminate this Agreement and to discharge EMPLOYEE for Good Cause which falls
within the meaning of Section 9(A)(iii); provided, however, that EMPLOYEE shall
not be entitled to cure such a default under Section 9(A)(iii) pursuant to this
Section 9C if EMPLOYEE previously cured a default under the same subparagraph of
Section 9A pursuant to this Section 9C. Any notice provided to EMPLOYEE under
this Section 9C shall be in writing and shall set forth with reasonable
specificity and detail the nature of the default and the specific curative
action which needs to be taken to cure such default if such default is curable.
D. DISABILITY. The inability of EMPLOYEE to render services to EMPLOYER as
a result of any temporary or permanent Disability (as defined below) of EMPLOYEE
shall not constitute a failure by EMPLOYEE to perform his obligations under this
Agreement and shall not be deemed a breach or default by EMPLOYEE hereunder. The
Salary and Non-Compete Payments to be paid to EMPLOYEE during the Term shall
continue and not be terminated if EMPLOYEE incurs a temporary or permanent
Disability during the Term; provided, however, that such Salary and Non-Compete
Payments shall be reduced by any disability payments received by EMPLOYEE from
any insurance policies paid for by EMPLOYER. For purposes of this Agreement,
"Disability" shall mean a mental or physical illness or condition rendering
EMPLOYEE incapable of performing the duties for EMPLOYER required of him under
this Agreement.
E. DEATH. Upon EMPLOYEE's death, EMPLOYER's obligations under the Agreement
shall remain in full force and effect, except that all Salary and Non-Compete
Payments that EMPLOYEE was entitled to receive hereunder in respect of the
balance of the Term shall be paid to EMPLOYEE's estate or successor-in-interest,
as the case may be.
10. EMPLOYEE'S REMEDY FOR BREACH.
A. CANCELLATION OR TERMINATION. If EMPLOYER cancels and terminates this
Agreement and discharges EMPLOYEE prior to the expiration of the Term as
specified in Section 2 without reason or for any reason other than for Good
Cause, then, as EMPLOYEE's sole and exclusive remedy, EMPLOYER shall pay
EMPLOYEE an amount equal to the balance of his Salary and Non-Compete Payments
for the remainder of the Term as specified in Section 2 and EMPLOYEE shall not
be obligated to mitigate EMPLOYEE's damages. Said amount shall be paid to
EMPLOYEE over the remainder of the Term in installments to be paid on the same
schedule as EMPLOYEE was paid immediately prior to EMPLOYEE's discharge, each
installment to be in the same amount EMPLOYEE would have been paid under this
Agreement if EMPLOYEE had not been discharged; provided, however, that if
EMPLOYER shall fail to pay any such installment when due, then, after notice and
failure to cure within five business days, all remaining installments shall be
accelerated and immediately due and payable in full. EMPLOYER agrees that this
provision represents liquidated damages and not a penalty, and that it
represents a reasonable forecast of EMPLOYEE's anticipated and actual economic
damages. Notwithstanding anything herein to the contrary, no such cancellation
or termination of this Agreement shall adversely affect any of EMPLOYEE's rights
or benefits accrued prior to the date of such cancellation or termination or
that are triggered by such cancellation or termination.
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B. FAILURE TO PAY SALARY AND NON-COMPETE PAYMENTS WHEN DUE. If EMPLOYER
fails to pay any regular Salary and Non-Compete Payments when due as specified
in Section 3, or to pay accelerated amount due if such Salary and Non-Compete
Payments are accelerated as specified in Section 10A, in addition to such amount
which is due to EMPLOYEE, EMPLOYEE shall be entitled to receive interest on the
unpaid balance thereof at the rate of 15% per annum.
C. CHANGE OF CONTROL. If there is a change of control of EMPLOYER (as
defined below), EMPLOYEE may elect to treat such change in control as a
termination by EMPLOYER without Good Cause except that the payment of an amount
equal to the balance of his Salary and Non-Compete Payments for the balance of
the Term shall be paid in a single lump sum payment (rather than installment
payments as provided in Section 10A). Failure to take any action upon a change
of control for a period of time up to 180 days shall not be deemed a waiver of
EMPLOYEE's right to treat such change of control as a termination. A "change in
control" of EMPLOYER for purposes of this Agreement shall be deemed to have
taken place if (A) Revlon Consumer Products Corporation together with its
affiliates no longer has the power to vote, directly or indirectly, whether
through record or beneficial ownership, a voting trust arrangement, or other
contractual arrangement, a majority of the voting power of outstanding shares of
EMPLOYER or (B) all or substantially all of EMPLOYER's assets are sold to any
person other than an affiliate, or (C) EMPLOYER is liquidated or dissolved or
adopts a plan of liquidation or (D) EMPLOYER shall: (i) file a voluntary
petition in bankruptcy or file a voluntary petition or otherwise commence any
action or proceeding seeking reorganization, arrangement or readjustment of its
debts or for any other relief under the Federal Bankruptcy Code, as amended, or
under any other bankruptcy or insolvency act or law, state or federal, now or
hereafter existing, or consent to, approve of, or acquiesce in, any such
petition, action or proceeding; (ii) apply for or acquiesce in the appointment
of a receiver, assignee, liquidator, sequestrator, custodian, trustee or similar
officer for it or for all or any part of its Property; (iii) make an assignment
for the benefit of creditors; or (iv) be unable generally to pay its debts as
they become due; or (E) an involuntary petition shall be filed or an action or
proceeding otherwise commenced seeking reorganization, arrangement or
readjustment of EMPLOYER's debts or for any other relief under the Federal
Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or
law, state or federal, now or hereafter existing and such petition, action or
proceeding shall not be dismissed within 60 days from such filing or
commencement. For purposes of this Section 10C, a "person" includes an
individual, corporation, partnership, trust, association, joint venture, pool,
syndicate, unincorporated organization, joint-stock company, or similar
organization or group acting in concert. A person for these purposes shall be
deemed to be a beneficial owner as that term is used in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
D. SURVIVAL OF REMEDIES. This Section 9 shall survive any termination of
this Agreement other than for Good Cause.
11. ARBITRATION.
Any controversy or claim arising out of or in any way relating to this
Agreement, the performance of the parties thereunder, the termination thereof,
or the breach thereof, shall be settled by arbitration in either Xxxxxxxxxx or
Prince George's County, Maryland, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrator may be entered in any court of the State of Maryland
having jurisdiction thereof. The parties agree that any controversy or claim
subject to arbitration will be submitted to a single arbitrator selected from
the panels of Arbitrators of the American Arbitration Rules unless some other
method is agreed to by the parties to this Agreement. Additionally, the
discovery provisions of the Federal Rules of Civil Procedure then in effect
shall apply in any such arbitration and the arbitrator is hereby directed to
enforce such Rules. The losing party in any such arbitration shall pay the
prevailing party's legal fees and costs as well as the costs of the arbitration.
The foregoing agreement to arbitrate shall be specifically enforceable.
12. STOCK OPTIONS.
Upon the termination of EMPLOYEE's employment for any reason, other than
Good Cause, including death or the expiration of this Agreement pursuant to
Section 2, EMPLOYER shall offer to repurchase all unexpired options (whether
vested or not) to purchase securities of EMPLOYER ("Options") from EMPLOYEE or
his estate or other successor-in-interest, as the case may be. The price to be
paid for each such option shall be the excess, if any, of the then Market Price
(as defined below) of EMPLOYER's common stock (or other securities for which the
option is then exercisable) on the date of termination over the option exercise
price. EMPLOYEE (or his estate or other successor-in-interest) shall have the
right to sell all or a portion of such Options to EMPLOYER. EMPLOYER shall
purchase and pay for all such Options within sixty (60) days of the date of
EMPLOYEE's termination.
For the purpose of this Agreement, "Market Price" shall mean the closing
sale price on the date in question of a share of such stock on the composite
tape for the principal United States securities exchange registered under the
Exchange Act on
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which such stock is listed, or, if such stock is not listed on any such
exchange, the closing sale price or bid quotation with respect to a share of
such stock on the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or if no
such quotations are available, or if shares of such stock are not traded on any
United States registered securities exchange or in the over-the-counter market,
the fair market value on the date in question of a share of such stock as
determined by an investment banker selected by a majority of the members of the
Board of Directors of EMPLOYER in good faith.
13. NON-COMPETITION AND CONFIDENTIALITY
A. NON-COMPETITION. In consideration of the knowledge EMPLOYEE has gained
of EMPLOYER's management and overall business operation during his employment
and to prevent unfair competition with EMPLOYER based on this knowledge,
EMPLOYEE agrees that during the Term and for two years thereafter, he will not,
directly or indirectly, for his own benefit, or for or with any person, firm or
corporation whatsoever other than EMPLOYER, own, control, manage or operate
stores similar in respect of products to those operated by EMPLOYER during such
period of employment in Maryland, Virginia, Illinois or the District of Columbia
or within a 50-mile radius of any other city where EMPLOYER is operating retail
stores; provided, however, that nothing herein shall prohibit or restrict
EMPLOYEE from owning up to 1% of the outstanding capital stock of any publicly
traded corporation.
B. CONFIDENTIALITY. EMPLOYEE shall keep confidential any and all nonpublic
information obtained by him during the term of his employment about EMPLOYER and
its affairs, its goods, techniques, processes, procedures, materials, know-how,
labeling, its leases, its relationship to actual and potential customers, and
needs and requirements of any such actual or potential customers and similar
trade information, and he shall make no disclosure thereof to third persons in a
manner that would be injurious to EMPLOYER.
14. NON-ASSIGNABILITY BY EMPLOYEE
EMPLOYEE shall have no right to assign this Agreement or any of its rights
or obligations hereunder to another party or parties.
15. ASSIGNABILITY BY EMPLOYER
EMPLOYER shall have the right to assign this Agreement or any of its rights
or obligations hereunder to any of its affiliates or to any successor to the
business (by merger, consolidation, sale of stock or assets, or otherwise);
provided that no assignment shall release EMPLOYER from its obligations and
liabilities under this Agreement.
16. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland applicable to contracts made and to be performed
therein, without giving effect to the principles of conflicts of law.
17. NON-WAIVER OF BREACH
No failure of either party to exercise any power, right or remedy given
such party hereunder, or to insist upon the strict compliance by the other party
of any obligation, covenant, term, condition, warranty or agreement hereunder,
and no custom or practice at variance with the terms hereof, shall constitute a
waiver of such party's rights to demand exact compliance with the terms hereof.
18. NUMBER AND GENDER
Where text required, words in the singular shall be deemed to include the
plural and vice-versa, and words of any gender shall be deemed to include all
genders.
19. HEADINGS NOT PART OF AGREEMENT
Any headings preceding the text of the several Sections and subparagraphs
of this Agreement are inserted solely for convenience of reference and shall not
constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.
20. NOTICES
No notice, request, consent, approval, waiver or other communication which
may be or is required or permitted to be given under this Agreement shall be
effective unless the same is in writing and is delivered in person, or sent by
registered or
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certified mail, return receipt requested, first-class postage prepaid, (1) if
EMPLOYER to The Cosmetic Center, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx
00000, Attention: President, with a copy to Revlon Consumer Products
Corporation, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice
President and Corporate Secretary, and (2) if to EMPLOYEE to 0000 Xxxxxx Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, or (effective upon receipt) at any other
address that may be given by one party to the other by notice pursuant to this
Section 20. Such notices, if sent by registered or certified mail, return
receipt requested, first-class postage prepaid, shall be deemed to have given at
the time of mailing.
21. ENTIRE AGREEMENT
This Agreement contains all of the agreements and understandings between
the parties hereto with respect to the employment of EMPLOYEE by EMPLOYER, and
no oral agreements or written correspondence shall be held to affect the
provisions hereof.
22. TERMINATION OF PRIOR AGREEMENTS AND RELEASE. In consideration for
EMPLOYER's execution of this Agreement and for other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, EMPLOYEE
for himself, his heirs, executors, administrators and assigns, hereby release
and forever discharge EMPLOYER and its predecessors, successors and assigns, and
each of them (collectively, the "Releasees"), from all manner of actions, causes
of action, suits, debts, sums of money, accounts, covenants, controversies,
agreements, promises, damages, judgments, claims and demands whatsoever, at law,
in equity or otherwise, of any nature, whether known or unknown, EMPLOYEE ever
had or may have against each or any of the Releasees arising out of or in
connection with (a) his employment by EMPLOYER or any of its affiliates prior to
the date hereof and (b) any employment agreement, severance agreement and any
other contracts, agreements or commitments prior to the date hereof regarding
salary, bonus, stock options or other compensation relating to such employment,
including, without limitation, that certain Employment Agreement between
EMPLOYEE and EMPLOYER dated February 28, 1991; provided, however that this
release shall not affect and shall not be deemed to affect EMPLOYEE's rights and
the liability of EMPLOYER in respect of claims EMPLOYEE may have (a) for salary
or expense reimbursement in the ordinary course of business through the date
hereof, (b) for indemnification under EMPLOYER's certificate of incorporation
and bylaws and under applicable law, including the General Corporation Law of
Delaware and (c) under EMPLOYER's 1991 Stock Option Plan, the Split-Dollar
Insurance Agreement and that certain Split-Dollar Insurance Benefit Plan
relating to deferred compensation dated as of January 2, 1994 between EMPLOYEE
and EMPLOYER. This release is valid whether any claim or right arises under any
federal, state or local statute (including, without limitation, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Equal Pay Act, the Americans with Disabilities
Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and
Medical Leave Act of 1993, the Fair Labor Standards Act, and all other statues
regulating the terms and conditions of employment), regulation or ordinance,
under the common law or in equity (including any claims for wrongful discharge
or otherwise), or under any agreement referred to above.
23. PARTIAL INVALIDITY
Should any part of this Agreement for any reason be declared or held
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of any remaining portion, which remaining
portion shall remain in force and effect as of this Agreement had been executed
with the invalid or unenforceable portion thereof eliminated.
24. AMENDMENTS
Neither this Agreement nor any provision hereof may be amended, modified,
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the amendment,
modification, change, waiver, discharge or termination is sought.
25. BURDEN AND BENEFIT
This Agreement is binding upon, and inures to the benefit of, the parties
hereto and their respective spouses, heirs, executors, administrators, personal
and legal representatives, successors and assigns.
26. COUNTERPARTS
This Agreement may be executed in one or more counterparts and, in such
event, all such counterparts shall constitute originals and all such
counterparts shall constitute a single agreement.
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27. HOLIDAYS, ETC.
Whenever the last day for the performance of any act required by any party
under this Agreement shall fall upon a Saturday, Sunday or legal holiday in the
State of Maryland, the date for the performance of any such act shall be
extended to the next succeeding business day which is not a Saturday, Sunday or
such legal holiday.
28. NO INFERENCE AGAINST AUTHOR.
No provision of this Agreement shall be interpreted against any party
because such party or its legal representative drafted such provision.
IN WITNESS WHEREOF, EMPLOYER has caused this Agreement to be executed and
sealed on its behalf by its duly authorized officers, and EMPLOYEE has hereunto
set his hand and seal, all done as of the day and year hereinabove first
written.
ATTEST: EMPLOYER:
THE COSMETIC CENTER, INC.
----------------------------- -----------------------------------
Name:
Title:
WITNESS: EMPLOYEE:
----------------------------- -----------------------------------
Xxxxx X. Xxxxxxxxx
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