Exhibit 10.25
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), made as of the 1st day of August
1997, by and between Coty US Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000
(hereinafter "Employer"), Coty Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, X.X.
00000 ("Coty"), a Delaware corporation (hereinafter "Coty"), and Xxxx Xxxxxxx,
000 Xxxxxxxxx Xxxxx, Xxx Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as
"Executive").
WHEREAS, Employer is a wholly-owned subsidiary of Coty; and
WHEREAS, in furtherance of Coty's commitment to the continued success of
its fragrances and cosmetics business, and in recognition of the valuable
contributions to be made by Executive because of her experience, Employer has
agreed to continue to employ Executive subject to certain terms and conditions
as hereinafter set forth, and Executive has indicated her willingness to accept
such employment;
Now, therefore, in consideration of the promises and covenants hereinafter
set forth, the parties agree as follows:
1. Effective August 1, 1997 and during the term of this Agreement Executive
will be employed by Employer as Senior Vice President - Market Development and
will report to the President/General Manager of Employer and will be paid an
annual salary of not less than $235,920 ("Base Salary"). Employer will review
Executive's salary, on an annual or fiscal year basis and in accordance with
Employer's policies, to determine appropriate increases, if any. In addition to
salary, Executive will be eligible to continue to participate in Coty's Annual
Performance Plan (the "Performance Plan"). Executive's Target Award under the
Performance Plan will be 40% of Base Salary. In addition, Executive will be
eligible to continue to participate in Coty's Long-Term Incentive Plan (the
"LTIP").
2. The term of this Agreement will commence on the date hereof
(the "Commencement Date") and shall terminate on the third anniversary of
the Commencement Date; provided, that the term of Executive's employment
hereunder shall be automatically extended for successive one-year
periods, unless not later than six (6) months prior to such third
anniversary or any such automatic extension, the Company or the Executive
shall have given notice of termination. The "Term" shall be the initial
3-year term or, if applicable, a successive 1-year term, as referenced
above.
3. Employer will continue to provide retirement, employee benefit (pre- and
post-retirement) and fringe benefit plans to Executive no less favorable than
those made
available to Employer's executive employees generally. Executive will be
credited for her actual years of service with Pfizer, Inc., for purposes of
eligibility and vesting under all such plans, and for purposes of calculating
benefits under all such plans but not for purposes of calculating the amount of
any benefit under Employer's defined benefit retirement plan. Executive will be
entitled to the use of an executive class company car at Employer's expense on
terms no less favorable than those provided to Employer's executives generally.
The Executive shall be entitled to four (4) weeks paid vacation each year.
4. Executive agrees that she shall use her best efforts to promote and
protect the interests of Employer, its parent, subsidiaries and related
corporations, and to devote substantially all of her working time, attention and
energy to performing the duties of her position.
5. Executive will not either directly or indirectly use for her own
benefit, or disclose or make known to any person or company, any confidential
information in her possession, or which becomes known to her or is developed
while she has been or is employed by Employer (the "confidentiality provision").
In light of her position and the confidential information that necessarily will
be imparted to her, Executive agrees that she will not compete with Coty or the
Employer in the fragrance or color cosmetics business in the United States, or
solicit employees of Coty or the Employer during the period of her employment
hereunder and for a period of two (2) years from the date of Executive's
termination of employment (the "non-compete provision"). Notwithstanding the
preceding sentence, in the event Executive's employment terminates and Coty or
Employer enforces the "non-compete provision," and Executive is not receiving
any other payments from Employer or Coty as provided hereunder, Executive shall
be entitled to receive from Employer during the time, if any, the "non-compete
provision" is being enforced by Employer or Coty the Base Salary that Executive
was receiving at the time of such termination. The confidentiality provision
shall survive any termination of this Agreement.
6. (a) In the event that Employer terminates the employment of Executive
for reasons other than for Cause (as defined below) or Executive resigns for
Good Reason (as defined below), Executive shall be entitled to severance
benefits under Employer's policies. In addition, in such event Executive will be
paid her Base Salary through the end of the Term, plus any Awards deemed earned
and due and owing under the Performance Plan and less any severance payments
paid Executive pursuant to this Agreement.
(b) Executive shall be required to mitigate the amount of any payment
provided for pursuant to this Agreement by seeking other comparable employment
within a reasonable commuting distance of her home, taking into account the
provisions of Section 5 of this Agreement. Anything in this Agreement to the
contrary notwithstanding, in the event that Executive provides services for pay
to anyone other than Employer or any of its affiliates or subsidiaries from the
date Executive's employment hereunder is terminated until the end of the Term,
the amounts paid to Executive during such period
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pursuant to this Agreement shall be reduced by the amounts of salary, bonus or
other cash compensation earned by Executive during such period as a result of
Executive's performing such services.
(c) For purposes of this Agreement: (i) "Cause" shall be limited to the
following:
(A) Intentional malicious destruction of Employer or Coty property;
intentional or deliberate misconduct; intentional or deliberate failure to act
in the best interests of Employer or Coty or a significant breach of reasonable
rules established by Employer or Coty; provided, that Employer or Coty has
advised Executive of the charges against Executive and given Executive a
reasonable period of time to correct her conduct, actions or breach and
Executive has failed to do so; or
(B) Executive shall commit acts constituting a felony involving (1)
moral turpitude materially adversely reflecting on the Employer or (2)
dishonesty having a material adverse effect on the financial performance of the
Employer or Coty, provided in each case that until any dispute concerning the
applicability of this Section 6 (c) (i) (B) is resolved, Executive shall be paid
her Base Salary and continue to participate in Employer's benefit plans.
(C) Breach by Executive of the provisions of Section 5 hereof.
(D) Anything herein to the contrary notwithstanding, termination shall
not be considered to have been for Cause if caused by an act or omission
believed by Executive in good faith to have been in or not opposed to the
interests of Employer, without intent of gaining therefrom directly or
indirectly a profit to which Executive was not legally entitled, and reasonably
believed by her not to have been improper or unlawful.
(ii) "Good Reason" shall mean termination at the election of Executive
based on any of the following:
(A) Without Executive's express written consent, the assignment of
Executive to a position other than Senior Vice President Market Development,
with day-to-day responsibility for, and authority over, the development and
introductory marketing of new products relating to the fragrance and color
cosmetics business of Employer or to a position not reporting to the
President/General Manager of Employer, except in connection with the termination
of this employment for Cause, or normal retirement, death, or by the Executive
other than for Good Reason; or
(B) A reduction in Executive's fringe or retirement benefits as in
effect on the date hereof that is not applied by Employer to executives
generally or a reduction by Employer in Executive's Base Salary;
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(C) The merger or consolidation of Employer into or with any other
entity other than Coty or a majority-owned subsidiary of Coty or Employer,
unless the entity which survives such merger shall assume and agree to perform
the obligations of Employer hereunder pursuant to an instrument reasonably
acceptable to Executive.
(D) The sale, transfer or other disposition of more than 30% of the
assets of Employer to an entity other than Coty or a majority-owned subsidiary
of Coty or Employer during the period commencing with the date of this Agreement
and ending on any date of determination, unless Coty shall jointly and severally
assume the obligations of Employer hereunder pursuant to an instrument
reasonably acceptable to Executive.
(E) Separation of Executive's office location from the principal
corporate office of Employer or relocation outside the contiguous United States.
7. Employer shall have the right to terminate the Agreement immediately
with no further liability under the terms of this Agreement, should Executive
terminate her employment without Good Reason, or if Executive is discharged by
Employer for Cause, subject to payments that are due under this Agreement.
8. If Executive is required to seek judicial enforcement of her rights
under this Agreement and Executive prevails in such proceeding, Executive shall
be entitled to be reimbursed by Employer for her reasonable attorney fees.
9. This Agreement shall be construed under the laws of the State of New
York.
10. This Agreement supersedes all prior agreements, negotiations and
understandings of any kind with respect to the subject matter hereof and
contains all of the terms and provisions of agreement between the parties hereto
with respect to the subject matter hereof. Any representation, promise or
condition, whether written or oral, not specifically incorporated herein, shall
be of no binding effect upon the parties.
11. (a) If any portion of this Agreement is held invalid or unenforceable
by a court of competent jurisdiction, that portion only shall be deemed deleted
as though it had never been included herein but the remainder of this Agreement
shall remain in full force and effect.
(b) Executive acknowledges and agrees that Employer's remedies at law
for a breach or threatened breach of any of the provisions of Section 5 would be
inadequate and, in recognition of this fact, Executive agrees that, in the event
of such a breach or threatened breach, in addition to any remedies at law,
Employer, without posting any bond, shall be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.
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(c) This Agreement shall not be assignable by Executive.
12. No modification, termination or waiver of any provision of
this Agreement shall be valid unless it is in writing and signed by all
parties hereto.
13. Employer and Coty represent that each has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations
under this Agreement, and that this Agreement is enforceable against each in
accordance with its terms.
COTY INC. Agreed to by:
By /s/Xxxx-Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Name: Xxxx-Xxxxx Xxxxxxx Executive
Title: Executive Vice President
COTY US INC.
Employer
By /s/ Xxxx-Xxxxx-Xxxxxxx
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Name: Xxxx-Xxxxx Xxxxxxx
Title: President and Chief Executive Officer
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