Exhibit 10.44
EMPLOYMENT AGREEMENT
This Agreement, is made effective January 27, 2000, by and between TearDrop Golf
Company, ("TEARDROP") a Delaware Corporation, with its principal offices located
at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxxx, and Xx. XXXXXX X. XXXXXX
individual, ("EMPLOYEE") with his current address being 00000 Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000:
WITNESSETH
WHEREAS, EMPLOYEE shall be employed by TEARDROP as President and Chief Operating
Officer of TearDrop Golf Company, for a period of three years from the date of
execution of this document.
WHEREAS, TEARDROP has determined that it is in the best interest of TEARDROP to
obtain the services of EMPLOYEE in order to better assure the continued success
of TEARDROP, and;
WHEREAS, TEARDROP desires to insure, to the extent feasible, that for a time
certain from the date hereof, EMPLOYEE will be given the opportunity to continue
in the employ of TEARDROP for the mutual benefit of the parties hereto.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties have agreed and do hereby agree as follows:
1. Term: TEARDROP hereby agrees to employ EMPLOYEE, and EMPLOYEE hereby
agrees to be employed by TEARDROP as President of TearDrop Golf
Corporation, from January 27, 2000, through December 31, 2002.
EMPLOYEE shall give his best efforts to carry out his duties in an
efficient, timely and xxxxxxx like manner and in the continuing best
interest if TEARDROP. Additionally, EMPLOYEE shall be awarded a seat
on TEARDROP'S Board of Directors (Details to be determined by
EMPLOYEE and The Board in another document).
2. Compensation: TEARDROP shall compensate EMPLOYEE during the term
hereof as follows:
a) Annual Salary: Year 2000 - Salary shall be based on an annual
salary of Two Hundred Twenty-Five Thousand Dollars ($225,000),
beginning January 27, 2000; Year 2001 - Two Hundred Fifty
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Thousand Dollars ($250,000); and Year 2002 - Two Hundred
Seventy Five Thousand Dollars ($275,000);
b) Bonus: The current bonus program shall be used for the year
2000 and subsequent changes may be made to the bonus program
in subsequent years of this Agreement. Said program, with
respect to EMPLOYEE, shall be targeted at Fifty Percent (50%)
of EMPLOYEE'S base salary and will be prorated upwards or
downwards depending on the actual results when measured
against the established targets. The program shall be
determined by the executive management team and attached to
this Agreement and incorporated herein as Exhibit A.
c) Medical Insuruance/401K Benefits: EMPLOYEE shall be entitled
to the same medical and 401K benefits that current President
and CEO is entitled to and shall have the option to defer
medical/health insurance until his current benefits from his
previous employer have expired (TearDrop shall contribute to
payment of EMPLOYEE'S medical/health insurance if EMPLOYEE
chooses to maintain his current insurance coverage in an
amount equal to that amount which TearDrop would contribute if
EMPLOYEE chose coverage under TearDrop's plan);
d) Stock Options: EMPLOYEE shall receive One Hundred Thousand
Stock Options at the option price of Two Dollars and
Twenty-Five Cents ($2.25), which was the price of the stock at
the close of the market on January 27, 2000, the date EMPLOYEE
began working for TearDrop. The options shall vest in favor of
EMPLOYEE in equal 1/3 installments at the end of each calendar
year during the term of this Agreement. Additionally, EMPLOYEE
shall be eligible to receive additional stock options
annually, if approved by the board of directors;
e) Automobile: EMPLOYEE shall receive a One Thousand Dollar per
month automobile allowance, plus automobile insurance;
f) Country Club Allowance: An annual allowance of up to Twenty
Thousand Dollars ($20,000) per year for actual expenses shall
be given to EMPLOYEE each year during the term of this
Agreement (however, TearDrop shall not contribute any funds
for EMPLOYEE'S initiation or entry fee); and
g) Relocation Package: EMPLOYEE shall be reimbursed for all
moving expenses incurred in moving all of the contents of
EMPLOYEE'S home from California to Illinois. Estimates of said
moving expenses are from $15,000 to $20,000. A three bid
process shall be undertaken at the time of the move to
determine the most efficient and well equipped company to
handle the move. Additionally, EMPLOYEE shall be awarded
Fifteen Thousand (15000) Vested Stock Options at the option
price of Two Dollars and Twenty-Five Cents ($2.25), in order
to assist EMPLOYEE with closing costs on his home.
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3. Performance: During the term of employment under this Agreement,
EMPLOYEE will devote his entire time during reasonable business
hours to the performance of his duties hereunder (reasonable sick
leave and vacations excluded).
4. Employment Termination:
a) In the event EMPLOYEE'S employment with TEARDROP is terminated
due to his death, incapacity, disability, retirement, and/or
EMPLOYEE is discharged for "good cause", (which for the
purposes of this Agreement, shall mean substantial or repeated
failure to meet minimum job standards, willful misconduct,
serious negligence, and/or acts or omissions harmful to
TEARDROP), or EMPLOYEE voluntarily leaves employment without
cause, EMPLOYEE shall immediately tender the resignation of
his seat on TEARDROP'S Board of Directors, to the Board.
b) Additionally, In the event EMPLOYEE'S employment with TEARDROP
is terminated for any of the reasons stated in paragraph a)
above, EMPLOYEE waives any and all rights to the severance
benefits contained herein.
5. Severance Pay: TEARDROP shall pay to EMPLOYEE, as severance and as
consideration for EMPLOYEE'S agreement not to compete with TEARDROP,
beginning promptly after termination, except if Paragraph 4 (a)
applies, the following: (1) six months salary equal to EMPLOYEE'S
current salary, paid to EMPLOYEE by TEARDROP during regular pay
periods throughout the calendar year following termination. If
EMPLOYEE is terminated during the 2002 contract year, EMPLOYEE shall
receive the remainder of his annual salary as severance and as
consideration for his non-compete agreement. The amount of any
payment provided for herein shall not be reduced in any manner as
the result of EMPLOYEE obtaining other employment after termination.
Also, payments hereunder that would be included in a determination
of any "Excess Parachute Payments" as defined under IRS Code Section
280G, shall not exceed three (3) times the "base amount" as defined
therein, to thereby enable TEARDROP and any such participant to
avoid triggering any of the special tax disincentives related to any
such Excess Parachute Payments as therein described.
6. Insolvency: insolvency, EMPLOYEE shall remain entitled to severance
compensation as determined by the Bankruptcy Court. If Company is
purchased by another entity out of Bankruptcy, this Agreement shall
remain in force, and purchasing entity shall be bound by the terms
and conditions stated herein.
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7. Competitive Employment: During the term of EMPLOYEE'S employment
hereunder, and for one year after termination of EMPLOYEE'S
employment, EMPLOYEE agrees that he shall not become employed by any
third party in North America which directly competes with TEARDROP.
The severance provision of this Agreement shall be consideration for
this non-compete. In the event EMPLOYEE is terminated for cause and
company chooses to enforce this provision, EMPLOYEE shall receive
six (6) months salary as consideration for his agreement not to
compete. This provision shall not apply if EMPLOYEE is
constructively discharged due to the company's insolvency.
8. Severability: The provisions of this Agreement shall be severable
and in the event that any provision is hereafter determined to be
inconsistent with the law, or is found by any court or be invalid or
unenforceable, the unlawful portion shall be void and of no effect
and the invalidity of such provision shall not affect the other
provisions of this Agreement, and all provisions not affected shall
remain in full force and effect.
9. Applicable Law: The laws of the State of Illinois shall govern this
Agreement and both parties shall be bound by all applicable State
and Federal Laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the effective date set forth herein.
TEARDROP GOLF COMPANY
By:/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
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Xxxx Xxxxxxx EMPLOYEE
President and CEO Xxxxxx Xxxxxx
Date: January 27, 2000 Date: January 27, 2000
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