EXHIBIT (D)(7)
EMPLOYMENT AGREEMENT
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AGREEMENT, dated this 10th day of September, 2000 (the "Agreement"),
between Mikasa, Inc., a Delaware corporation, and any successor thereto (the
"Employer") and Xxxxxx X. Xxxxxxx (the "Employee").
1. Employment, Duties and Agreements.
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(a) Subject to the terms and conditions set forth herein, the Employer
hereby agrees to employ the Employee as Chairman Emeritus of the Employer and
the Employee hereby accepts the employment of, and agrees to serve, the Employer
in such capacity during the employment period as determined pursuant to Section
3 hereof (the "Employment Period"). The Employee's authority, duties and
responsibilities shall be such authority, duties and responsibilities as the
Employer (acting through its Board of Directors (the "Board of Directors") or
other authorized person) may reasonably determine from time to time as are
substantially similar to those performed by the Employee prior to the Closing
(as such term is defined in the Agreement and Plan of Merger among the Employer,
X.X. Xxxxxx Industries, S.A. ("JGD") and certain other parties, dated as of the
date hereof (the "Merger Agreement")). The Employee shall report to the Board of
Directors. In rendering his employment hereunder, the Employee shall be subject
to, and shall act in accordance with, all reasonable instructions and directions
of the Employer and all applicable policies and rules of the Employer.
(b) During the Employment Period, the Board of Directors may request
that the Employee serve as a member of the Board of Directors or as a member of
any management committee or board of directors of any subsidiary of the
Employer, and, if so requested, the Employee agrees to serve as a member of the
Board of Directors or as a member of any other such management committee or
board of directors. The Employer agrees to indemnify the Employee against all
liabilities, costs, charges and expenses whatsoever incurred by the Employee in
connection with any threatened, pending or completed action, suit or proceeding
to which the Employee may be made a party or may be threatened to be made a
party by reason of the Employee's having served, at the request of the Employer,
on the Board of Directors or as a member of any management committee or board of
directors of any subsidiary of the Employer to the fullest extent permitted by
applicable law and by the by-laws and certificate of incorporation of the
Employer.
(c) During the Employment Period and as long as the Employer shall not
be in default of a material obligation hereunder or under the Stockholders'
Agreement between the Employee, the Employer, JGD and certain other parties
named therein, dated the date hereof, the Employee shall devote all necessary
business time and energy, attention, skills and ability to the performance of
his obligations hereunder, shall faithfully and diligently endeavor to promote
the business and best interests of the Employer, and shall make available to the
Employer all knowledge possessed by him relating to any aspect of his duties and
responsibilities hereunder.
2. Compensation.
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(a) As compensation for the agreements made by the Employee herein and
the performance by the Employee of his obligations hereunder, during the
Employment Period, the Employer shall pay the Employee, not less than once a
month, an annual base salary at the rate of US$15,000 per annum ("Annual Base
Salary"). The Employee's Annual Base Salary shall be reviewed each year by the
Board of Directors on the first day of each January during the Employment
Period; provided that the Annual Base Salary may not be reduced.
(b) During the Employment Period, the Employee and his eligible
dependents (to the extent such eligible dependents received such benefits and
perquisites prior to the Closing) shall be entitled to receive benefits and
perquisites from the Employer, including without limitation, reimbursement of
customary business expenses, gas cards (for the Employee and his spouse),
vacation, life, short-term disability and long-term disability insurance,
medical and dental insurance, 401(k) and pension benefits, which are no less
favorable in the aggregate than those benefits and perquisites received by the
Employee and his eligible dependents prior to the Closing.
(c) During the Employment Period, the Employer shall provide the
Employee with an office and administrative support substantially similar to
those provided to the Employee prior to the Closing.
3. Employment Period.
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The Employment Period shall commence on the date of the Closing and
shall terminate on December 31, 2002.
4. Attorneys' Fees.
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If the Employee prevails in any litigation or arbitration commenced
(including any proceedings in a bankruptcy court) between the parties hereto
concerning any provision of this Agreement or the rights and duties of any party
hereunder, in addition to such other relief as may be granted, the Employer
shall reimburse the Employee for his attorneys' fees and court costs incurred by
reason of such litigation or arbitration.
5. Miscellaneous.
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(a) Any notice or other communication required or permitted under this
Agreement shall be effective only if it is in writing and delivered personally
or sent by registered or certified mail, postage prepaid, addressed as follows:
If to the Employer:
Mikasa, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Attention: Chief Executive Officer
General Counsel
If to the Employee:
Xxxxxx X. Xxxxxxx
c/o Mikasa, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000-0000
Copy to:
X.X. Xxxxxx Industries, S.A.
00 xxx Xxxxxx Xxxxxxx
00000 Xxxxxx, Xxxxxx
Attention: Xx. Xxxx Xxxxxxxx
or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.
(b) This Agreement constitutes the entire agreement among the parties
hereto with respect to the matters addressed herein, and supersedes and is in
full substitution for any and all prior understandings or agreements with
respect to the subject matter hereof.
(c) This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by an
instrument in writing signed by the party against whom or which enforcement of
such waiver is sought. The failure of any party hereto at any time to require
the performance by any other party hereto of any provision hereof shall in no
way affect the full right to require such performance at any time thereafter,
nor shall the waiver by any party hereto of a breach of any provision hereof be
taken or held to be a waiver of any succeeding breach of such provision or a
waiver of the provision itself or a waiver of any other provision of this
Agreement.
(d) This Agreement is binding on and is for the benefit of the parties
hereto and their respective successors, heirs, executors, administrators and
other legal representatives. Neither this Agreement nor any right or obligation
hereunder may be assigned by the Employer or by the Employee.
(e) If any provision of this Agreement or portion thereof is so broad,
in scope or duration, so as to be unenforceable, such provision or portion
thereof shall be interpreted to be only so broad as is enforceable.
(f) The Employer may withhold from any amounts payable to the Employee
hereunder all federal, state, city or other taxes that the Employer may
reasonably determine are required to be withheld pursuant to any applicable law
or regulation.
(g) This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey, without reference to its principles of
conflicts of law.
(h) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
(i) The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
(j) Other than this Section 5(j), which shall be effective upon
execution of this Agreement, the other provisions of this Agreement shall become
effective immediately following the Effective Time and shall not be in full
force or effect prior thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
MIKASA, INC.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Secretary
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
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