YES CLOTHING CO.
0000 XXXX XXXXXXXXXX XXXXXXXXX
XXX XXXXXXX, XXXXXXXXXX 00000-0000
As of June 6, 1996
Xx. Xxx Xxxxxxx
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Re: Employment Agreement
Dear Mr. Anthome:
When executed by you ("Executive") and by a duly authorized representative of
YES Clothing Co., a California corporation ("Company"), this will constitute
the agreement between us in connection with your employment and set forth the
terms and conditions thereof.
1. Services.
1.1 Employment.
Company employs Executive during the Term (as hereinafter defined) to serve as
Chairman of the Board of Directors and Chief Executive Officer of Company, and
to render such other services ("Services") as Company may from time to time
reasonably request which are consistent with the duties Executive is to perform
and Executive's stature and experience. Executive has been appointed to the
Board of Directors of Company and shall thereafter be included in management's
slate of directors nominated for approval by Company's shareholders. The
Services shall be generally performed in Los Angeles, California. In addition,
the Services may be performed by Executive from time to time on a temporary
travel basis at such other locations as Company shall reasonably request
consistent with its reasonable business needs.
1.2 Reporting Requirements and Authority.
Executive shall report to the Board of Directors of Company or the Executive
Committee thereof. Except for those officers and employees subject to election
by the Board of Directors of Company, Executive shall have the authority to
select and employ all staff necessary to conduct the business of Company and
each of its subsidiaries and associated entities, and all such staff shall
ultimately report to, and be subject to the control and direction of Executive.
1.3 Term/Exclusivity.
1.3.1 The Term of this Agreement shall commence and this
Agreement shall become effective as of June 6, 1996, and shall
continue for a period of five (5) years through and including June
6, 2001, unless extended or sooner terminated in accordance with
the provisions hereof (the "Term").
Guy Anthome
Employment Agreement
As of June 6, 1996
Page Two
1.3.2 The Services of Executive shall be exclusive to Company. Executive
acknowledges that Executive's performance and services hereunder are of a
special, unique, unusual, extraordinary and intellectual character which gives
them peculiar value, the loss of which cannot be reasonably or adequately
compensated in an action at law for damages.
1.4 Confidentiality
Executive acknowledges that the Services will, throughout the Term, bring
Executive into close contact with many confidential affairs of Company,
including information about costs, profits, markets, sales, products, key
personnel, pricing policies, operational methods, technical processes and other
business affairs and methods and other information not readily available to the
public, and plans for future development. Executive further acknowledges that
the business of Company is international in scope, that its products are
marketed throughout the world, that Company competes with other organizations
and individuals which are or could be located in any part of the world and that
the nature of Executive's Services, position and expertise are such that he is
capable of competing with Company from any location in the world. In
recognition of the foregoing, Executive covenants and agrees to keep secret all
material confidential matters of Company which are not otherwise in the public
domain and will not intentionally disclose them to anyone outside of Company,
either during or after the Term, except with Company's express prior written
consent and except for such minimum disclosure as is necessary in the
performance of the Services and Executive's other duties during the Term.
1.5 Indemnification
Executive shall be entitled throughout the Term to the benefit of the
indemnification provisions contained on the date hereof in the Bylaws of
Company notwithstanding any future changes therein, to the extent permitted by
applicable law at the time of the assertion of any liability against Executive,
and to the most favorable indemnification provisions or agreements available to
any other senior executive of Company.
2. Compensation
As compensation and consideration for all Services provided by Executive during
the Term pursuant to this Agreement, Company agrees to pay to Executive the
compensation set forth below:
2.1 Fixed Annual Compensation
Executive shall initially receive Fixed Annual Compensation in the amount of
One Hundred Fifty Thousand Dollars ($150,000.00). Any proposed modifications or
adjustments (prospective and/or retroactive) to Fixed Annual Compensation shall
be negotiated in good faith between Executive and
Guy Anthome
Employment Agreement
As of June 6, 1996
Page Three
Company. In addition to Fixed Annual Compensation, Executive may
also from time to time receive performance bonuses, the frequency,
criteria and amounts therefor to be determined at the discretion of
Company.
2.2 Stock Options
As an inducement to Executive, Company may from time to time offer and grant to
Executive options to acquire shares of Company's common stock on terms and
conditions to be determined by Company. Executive acknowledges and agrees that
the grant of any such stock options is subject to approval by Company's
shareholders.
2.3 Loans
As a further inducement to Executive, Executive shall be entitled, at his
discretion, to borrow funds from Company (at a reasonable rate of interest) up
to a maximum total amount of One Hundred Thousand Dollars ($100,000.00). Any
such borrowed funds shall be repaid to Company and/or otherwise offset by
compensation payable to Executive hereunder, not later than the expiration or
sooner termination of this Agreement.
2.4 Additional Benefits
Executive shall be entitled to participate in any profit sharing, pension,
health, vacation, insurance or other plans, benefits or policies available to
the senior executive employees of Company and not duplicative of those provided
herein on the terms determined by Company from time to time, and will be
entitled to reimbursement of his reasonable and customary business expenses
(including first class travel) incurred on behalf of Company ("Additional
Benefits").
3. Termination
Company or Executive shall have the right to terminate the Term at any time by
written notice to the other to that effect. Should the Term be terminated by
either party, Executive shall have no right to any further Fixed Annual
Compensation from and after termination or to any Additional Benefits accruing
for the fiscal year of termination or thereafter.
4. General
4.1 Applicable Law Controls
Nothing contained in this agreement shall be construed to require the
commission of any act contrary to law and wherever there is any conflict
between any provisions of this Agreement and any material
Guy Anthome
Employment Agreement
As of June 6, 1996
Page Four
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, then the latter shall prevail; provided, however, that
in any such event the provisions of this Agreement so affected shall be
curtailed and limited only to the extent necessary to bring them within
applicable legal requirements, and provided further that if any obligation to
pay the Fixed Annual Compensation or any other amount due Executive hereunder
is so curtailed, then such compensation or amount shall be paid as soon
thereafter, either during or subsequent to the Term, as practicable.
4.2 Waiver/Estoppel
Any party hereto may waive the benefit of any term, condition or covenant in
this Agreement or any right or remedy at law or in equity to which any party
may be entitled but only by an instrument in writing signed by the party to be
charged. No estoppel may be raised against any party except to the extent the
other party relies on an instrument in writing, signed by the party to be
charged, specifically reciting that the other party may rely thereon. The
parties' rights and remedies under and pursuant to this Agreement or at law or
in equity shall be cumulative and the exercise of any rights or remedies under
one provision hereof or rights or remedies at law or in equity shall not be
deemed an election of remedies; and any waiver or forbearance of any breach of
this Agreement or remedy granted hereunder or at law or in equity shall not be
deemed a waiver of any preceding or succeeding breach of the same or any other
provision hereof or of the opportunity to exercise such right or remedy or any
other right or remedy, whether or not similar, at any preceding or subsequent
time.
4.3 Notices
Any notice either party is required or may desire to give to the other
hereunder shall be in writing and may be served by delivering it personally, or
by sending it by mail (effective three (3) days after mailing) or overnight
delivery of same (effective the next business day), or by facsimile (effective
twelve (12) hours after confirmation), at the addresses set forth on page one
hereof or such substitute addresses either party may from time to time
designate by notice to the other party.
4.4 Governing Law
This Agreement shall be governed by, construed and enforced and the legality
and validity of each term and condition shall be determined in accordance with
the internal, substantive laws of the State of California applicable to
agreements fully executed and performed entirely in California.
4.5 Captions
The section headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.
Guy Anthome
Employment Agreement
As of June 6, 1996
Page Five
4.6 No Joint Venture
Nothing herein contained shall constitute a partnership between or joint
venture by the parties hereto or appoint any party the agent of any other
party. No party shall hold itself out contrary to the terms of this paragraph
4.6 and, except as otherwise specifically provided herein, no party shall
become liable for the representation, act or omission of any other party. This
Agreement is not for the benefit of any third party who is not specifically
referred to herein and shall not be deemed to give any right or remedy to any
such third party.
4.7 Modification/Entire Agreement
This Agreement may not be altered, modified or amended except by an instrument
in writing signed by all of the parties hereto. No person, whether or not an
officer, agent, employee or representative of any party, has made or has any
authority to make for or on behalf of that party any agreement, representation,
warranty, statement, promise, arrangement or understanding not expressly set
forth in this Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all express or implied, prior or concurrent,
parol agreements and prior written agreements with respect to the subject
matter hereof. The parties acknowledge that in entering into this agreement,
they have not relied and will not in any way rely upon any parol agreements.
Please confirm your agreement to the foregoing by signing below where indicated.
Very truly yours,
YES Clothing Co.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
Chief Financial Officer
Agreed to and Accepted:
/s/ Guy Anthome
-------------------------
Guy Anthome
