EXHIBIT 10.110
ARIS INDUSTRIES, INC.
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August 28, 1997
▇▇. ▇▇▇▇▇▇▇ ▇. Ramat
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Re: Eighth Amendment to Executive Employment Agreement
Dear Mr. Ramat:
Reference is made to your Senior Executive Employment Agreement with
Aris Industries, Inc. ("Aris") made as of February 1, 1988 and amended August 2,
1991, May 6, 1992, March 25, 1993, June 14, 1993, October 3, 1995, March 20,
1996 and December 18, 1996 (such Agreement, as amended, referred to as the
"Employment Agreement"). Recognizing the need to provide continuity of senior
executive management, Aris has agreed to continue and extend the term of your
Employment Agreement for the period through June 30, 2001, on the same terms and
conditions currently set forth in your Employment Agreement, with the following
amendments provided herein:
1. Aris hereby elects to extend the term of your Employment Agreement
as Chairman, President and Chief Executive Officer of Aris for the period
through June 30, 2001, and accordingly, Section 3 of the Employment Agreement is
hereby amended to provide that the term of your employment shall extend through
June 30, 2001 and all references in Section 3 of the Employment Agreement to
"three (3) years after the Effective Date" or to "June 30, 1998" shall
hereinafter read "June 30, 2001". During the extension of the term of your
Employment Agreement, you will continue to be compensated pursuant to, and will
continue to receive all benefits and perquisites provided in, your Employment
Agreement.
2. (a) A total of 900,000 options to purchase Aris Common Stock shall
be granted under Aris' 1993 Stock Incentive Plan as follows:(i) 750,000 options
to yourself and (ii) 150,000 options to be allocated by you to other employees
of Aris and its subsidiaries. All of such options shall have an exercise price
of $1.00 per share, shall be granted as of the date of this Agreement, and shall
vest eight (8) years from the date of grant, provided that the optionee has been
continuously employed by Aris or its subsidiaries during such period.
(b) All or a portion of the options granted pursuant to
Paragraph 2(a) above shall obtain accelerated vesting on the occurrence of the
"Refinancing Date" (as defined herein) on or before December 31, 2000, depending
on whether the Refinancing Date occurs during fiscal years 1997, 1998, 1999 or
2000. The Refinancing Date shall be the date upon which Aris' debt obligations
to ▇▇▇▇▇▇ Financial, Inc., BNY Financial Corporation, and AIF-II, L.P., pursuant
to their respective secured note agreements with Aris dated June 30, 1993, each
as amended to the date of this Agreement, are fully paid and satisfied in cash.
(c) In the event that the Refinancing Date occurs during
calendar years 1998 or 1997, all 750,000 of such options granted to you will
obtain accelerated vesting. In the event that the Refinancing Date occurs during
calendar year 1999, 500,000 of such options granted to you will obtain
accelerated vesting. In the event that the Refinancing Date occurs during
calendar year 2000, 250,000 of such options granted to you will obtain
accelerated vesting. In the event that the Refinancing Date occurs on or before
December 31, 2000, all of such options granted to the other employees of Aris or
its subsidiaries will obtain accelerated vesting. In the event that the
Refinancing Date occurs during calendar year 2001 or thereafter, none of such
options granted to you or the other employees of Aris or its subsidiaries will
obtain accelerated vesting.
(d) All options which obtain accelerated vesting pursuant to
Paragraph 2(c) above, shall vest as follows: (i) one-third on the later to occur
of the Refinancing Date and the first anniversary of the date of this
Agreement;(ii) one-third on the later to occur of the Refinancing Date and the
second anniversary of the date of this Agreement; and (iii) one-third on the
later to occur of the Refinancing Date and the third anniversary of the date of
this Agreement. By way of example, if the Refinancing Date occurred on November
1, 1999, 500,000 of such options granted to you would obtain accelerated
vesting, of which 333,333 would vest on the Refinancing Date on November 1,
1999(the later to occur of the Refinancing Date and the first and second
anniversaries of the date of this Agreement), and the balance of 166,667 would
vest on August 28, 2000(the later to occur of the Refinancing Date and the third
anniversary of the date of this Agreement).
(e) In the event that the Employment Agreement is not renewed
upon the expiration of its term, or if you are terminated by Aris without cause
as defined in the Employment Agreement, then all of such options granted to you
hereunder which have obtained accelerated vesting because the Refinancing Date
has occurred prior to the non-renewal or termination date, shall immediately
vest (regardless of whether the first, second or third anniversary of the date
of this Agreement has occurred), and the term for exercise of such options shall
be one year after the date of such non-renewal or termination. Upon your
resignation or termination for cause(as defined in the Employment Agreement),
all such options which are not then vested will expire and you will have
ninety(90) days in which to exercise those options which are vested on the
resignation or termination date.
(f) Aris shall enter into stock option agreements to document
the grant of such options to you and such other recipients. 292,500 of the
options granted to you shall be provided from the unused balance of the
1,200,000 shares currently reserved under Aris' 1993 Stock Incentive Plan, and
the remainder of the options granted to you and the other key employees shall be
provided by an amendment to Aris' 1993 Stock Incentive Plan to increase the
number of reserved shares, referred to in paragraph 2(g) below.
(g) Aris shall call and hold a Shareholder's Meeting on a date
no later than sixty(60) days after Aris' 1997 audited financial statements are
available, for the purpose of approving an amendment to Aris' 1993 Stock
Incentive Plan to increase the number of shares reserved for issuance under such
Plan from 1,200,000 shares to 2,500,000 shares as well as ratifying the grant of
options referred to above. The Board of Directors of Aris shall recommend to the
shareholders the approval of such amendment and ratification, and Aris shall use
its best efforts to obtain such shareholder approval. Aris shall prepare, file
and distribute appropriate proxy statements, annual reports and other materials
necessary for such shareholders meeting. In addition, following such shareholder
approval and ratification, Aris agrees to prepare, file and distribute an
amended Form S-8 Registration Statement covering the increased number of
2,500,000 shares reserved for issuance under Aris' 1993 Stock Incentive Plan.
3. For the fiscal year commencing January 1, 1998, and each subsequent
fiscal year during the term of this Agreement, you will be provided with a cash
bonus based upon achievement of performance targets of Aris and its subsidiaries
set annually in advance of each such fiscal year by mutual agreement, which
bonus programs shall each become an addendum to the Employment Agreement.
4. For the fiscal year commencing January 1, 1997, and each subsequent
fiscal year during the term of the Employment Agreement, there will be no bonus
earned under Section 4(b) of the Employment Agreement. The bonus provided by
Section 4(b) of the Employment Agreement shall remain in effect for fiscal years
through and including 1996(including the SAR portion of such bonus for 1996 and
prior years which is paid in future years). The ECI Bonus Pool program for the
fiscal year commencing January 1, 1997 provided by the letter agreement between
Aris and you dated December 18, 1996 shall remain in effect with respect to such
fiscal year.
5. In all other respects your Employment Agreement (as previously
amended) shall continue unchanged and remain in full force and effect. The
amendments to your Employment Agreement set forth in this letter shall become
effective immediately. Please indicate your concurrence with the foregoing by
signing in the space provided below, whereby this letter shall become a legal
and binding agreement between you and Aris.
AGREED AND ACCEPTED: Very truly yours,
ARIS INDUSTRIES, INC.
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. Ramat ----------------------------
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▇▇▇▇▇▇▇ ▇. Ramat Senior Vice President
and Chief Financial Officer
ARIS INDUSTRIES, INC.
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March 10, 1998
▇▇. ▇▇▇▇▇▇▇ ▇. Ramat
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Re: Addendum to Executive Employment Agreement
Dear Mr. Ramat:
Reference is made to your Senior Executive Employment Agreement with
Aris Industries, Inc. ("Aris") made as of February 1, 1988 and amended August 2,
1991, May 6, 1992, March 25, 1993, June 14, 1993, October 3, 1995, March 20,
1996, December 18, 1996 and August 28, 1997(such Agreement, as amended, referred
to as the "Employment Agreement"). Section 3 of the Eighth Amendment to your
Employment Agreement dated August 28, 1997 provides that for the fiscal year
commencing January 1, 1998, and each subsequent fiscal year during the term of
the Employment Agreement, you will be provided with a cash bonus based upon
achievement of performance targets of Aris and its subsidiaries set annually in
advance of each such fiscal year by mutual agreement, which bonus programs shall
each become an addendum to the Employment Agreement.
This addendum will confirm that for the fiscal year commencing January
1, 1998, your cash bonus shall be computed as the sum of (i) 10% of the combined
Pre-Tax, Pre-Management Fee and Pre-Bonus Net Income of Europe Craft Imports,
Inc. and ECI Sportswear, Inc. for such fiscal year in excess of $4,500,000 and
up to $6,000,000 and (ii) 20% of the combined Pre-Tax, Pre-Management Fee and
Pre-Bonus Net Income of Europe Craft Imports, Inc. and ECI Sportswear, Inc. for
such fiscal year in excess of $6,000,000 and up to $8,000,000. Such cash bonus
for 1998 shall be paid within ten days after Aris' receipt of its audited
financial statements for such fiscal year.
Please indicate your concurrence with the foregoing by signing in the
space provided below, whereby this letter shall become a legal and binding
agreement between you and Aris.
Very truly yours,
ARIS INDUSTRIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President
AGREED AND ACCEPTED: and Chief Financial Officer
/s/ ▇▇▇▇▇▇▇ ▇. Ramat
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▇▇▇▇▇▇▇ ▇. Ramat
APOLLO ARIS PARTNERS, L.P.
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August 28, 1997
▇▇. ▇▇▇▇▇▇▇ ▇. Ramat
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Aris Industries, Inc.
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Re: Shareholders Meeting
Gentlemen:
Reference is made to the Eighth Amendment to the Executive Employment
Agreement between Aris Industries, Inc.("Aris") and ▇▇▇▇▇▇▇ ▇. Ramat, Chairman,
President and Chief Executive Officer thereof, dated the date hereof, a copy of
which has been received and reviewed by Apollo Aris Partners, L.P.("Apollo"), a
shareholder of Aris. This will confirm that (i) Apollo hereby consents to the
amendment of the Aris' 1993 Stock Incentive Plan to increase the number of
shares reserved for options from 1,200,000 to 2,500,000, (ii) Apollo hereby
consents to the grant of options to Mr. Ramat and the other employees of Aris
and its subsidiaries pursuant to the Eighth Amendment, and (iii) Apollo will, at
any annual or special meeting of shareholders of Aris, vote all shares of Aris
owned or controlled by it in favor of approval of an amendment to Aris' 1993
Stock Incentive Plan to increase the number of shares reserved for options under
such plan from 1,200,000 to 2,500,000 as well as ratification of options granted
to Mr. Ramat and other employees of Aris pursuant to such Eighth Amendment, and
shall otherwise cooperate and use its best efforts to obtain approval by other
Aris shareholders of such amendment and ratification.
Very truly yours,
APOLLO ARIS PARTNERS, L.P.
By: APOLLO ADVISORS, L.P.,
General Partner
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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ARIS INDUSTRIES, INC.
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August 28, 1997
AH EQUITIES, INC.
(f/k/a Davco Industries, Inc.)
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Re: Shareholders Meeting
Gentlemen:
Reference is made to the Shareholder's Agreement dated July 15, 1997
between Aris Industries, Inc.("Aris"), AH Equities, Inc.(f/k/a Davco Industries,
Inc.), ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, whereby AH Equities, Inc. and
Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇ agreed to vote all of the shares of Aris owned by them
in favor of the recommendations of the Aris Board of Directors at any meetings
of Aris shareholders, so long as ▇▇▇▇▇▇▇ ▇. Ramat remained Chairman or President
or CEO of Aris. Aris' Board of Directors has determined to grant a total of
900,000 options under Aris' 1993 Stock Incentive Plan, of which 750,000 would be
granted to Mr. Ramat and 150,000 would be granted to other employees of Aris and
its subsidiaries, all at an exercise price of $1.00 per share, vesting eight
years from the date of the grant. In the event the "Refinancing Date" (as
defined below) occurs prior to December 31, 2000, all or a portion of such
options will obtain accelerated vesting depending on whether the Refinancing
Date occurs in fiscal years 1997, 1998, 1999 or 2000. Options which obtain
accelerated vesting shall vest as follows: (i) one third on the later to occur
of the Refinancing Date and the first anniversary of the date of grant; (ii) one
third on the later to occur of the Refinancing Date and the second anniversary
of the date of grant; and(iii) one third on the later to occur of the
Refinancing Date and the third anniversary of the date of grant. The Refinancing
Date shall be the date upon which Aris' obligations to ▇▇▇▇▇▇ Financial, Inc. ,
BNY Financial Corporation and AIF-II, L.P., pursuant to their respective secured
note agreements with Aris dated June 30, 1993, each as amended, are fully paid
and satisfied in cash. A meeting of Aris shareholders will be called and held
during the Spring of 1998 to approve an amendment to Aris' 1993 Stock Incentive
Plan to increase the number of shares reserved under the Plan from 1,200,000 to
2,500,000 to enable grant of such options and to ratify the grant of such
options to Mr. Ramat and such other employees. By the grant of such options to
Mr. Ramat, Aris was able to obtain an extension of the term of Mr. Ramat's
Senior Executive Employment Agreement until June 30, 2001.
By your signature in the space provided below, you hereby confirm that
AH Equities, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (i) consent to the
amendment of Aris 1993 Stock Incentive Plan to increase the number of reserved
shares from 1,200,000 to 2,500,000,
(ii) consent to the grant to Mr. Ramat and the other employees of Aris of the
options described above, and (iii) will, at any annual or special meeting of
shareholders of Aris, vote all shares of Aris owned or controlled by them in
favor of approval of an amendment to Aris' 1993 Stock Incentive Plan to increase
the number of shares reserved for options under such plan from 1,200,000 to
2,500,000 as well as ratification of options granted to Mr. Ramat and other
employees of Aris described above, and shall otherwise cooperate and use their
best efforts to obtain approval by other Aris shareholders of such amendment and
ratification.
Very truly yours,
ARIS INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Ramat
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▇▇▇▇▇▇▇ ▇. Ramat, President
AGREED AND ACCEPTED:
AH EQUITIES, INC.
(F/K/A DAVCO INDUSTRIES, INC.)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief
Executive Officer
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