EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT made effective as of the 2nd day of August, 1996,
between BRAZOS SPORTSWEAR, INC., a Texas corporation (the "Company"), and XXXX
XXXXXXX, a resident of New York County, New York (the "Employee");
1. EMPLOYMENT TERM. The Company hereby employs the Employee for a
term commencing on date hereof and, subject to earlier termination as provided
in Section 5 hereof, ending on the third anniversary thereof (such term being
herein referred to as the "term of this Agreement"). The Employee agrees to
accept such employment and to perform the services specified herein, all upon
the terms and conditions hereinafter stated.
2. DUTIES. The Employee shall serve the Company in an executive
capacity and shall report to and be subject to the general direction and control
of the President of the Company's Printed Division (the "Division"). The
Employee shall perform the executive, management and administrative duties of
President of the Division's Plymouth Xxxxx Operations in Staten Island, New
York. The Company agrees that it will assign the Employee those duties, and only
those duties, of the type, nature and dignity that are normally assigned to an
employee of his position in a corporation of the size, stature and nature of the
Company.
3. EXTENT OF SERVICE. The Employee shall devote his full business
time and attention to the business of the Company, and, except as may be
specifically permitted by the Company, shall not be engaged in any other
business activity during the term of this Agreement. The foregoing shall not be
construed as preventing the Employee from making passive investments in other
businesses or enterprises, provided, however, that such investments will not
require services on the part of the Employee which would in any way impair the
performance of his duties under this Agreement.
4. SALARY AND BENEFITS. (a) The Company shall pay the Employee a
base salary of $12,500.00 per full calendar month of service completed during
the term of this Agreement, appropriately prorated for partial months at the
beginning and end of the term of this Agreement. Such salary shall be payable in
accordance with the normal payroll policies of the Company from time to time in
effect. The Company shall have the right to deduct from any payment of all
compensation to the Employee hereunder (x) any federal, state or local taxes
required by law to be withheld with respect to such payments, and (y) any other
amounts specifically authorized to be withheld or deducted by the Employee.
(b) During the term of this Agreement, the Employee shall be
entitled to receive the following benefits:
(i) reimbursement of out-of-pocket expenses incurred in the
course or scope of employment, subject to Company policy regarding
such matters;
(ii) the use of a Company automobile, including payment or
reimbursement of gasoline, maintenance and other similar expenses;
(iii) four weeks paid vacation each year, and time off for
Company holidays;
(iv) group health, hospitalization and other medical benefits
equivalent to those enjoyed by the Employee immediately prior to
commencement of employment hereunder, as an employee of Plymouth
Xxxxx, Inc. ("PMI") and disclosed pursuant to the Asset Purchase
Agreement dated August 2, 1996 among the Company, PMI, the Employee
and the other shareholder of PMI: and
(v) such other benefits as are generally available to
employees of the Company.
5. TERMINATION.
(a) DEATH. If the Employee dies during the term of this Agreement
and while in the employ of the Company, this Agreement shall automatically
terminate and the Company shall have no further obligation to the Employee
or his estate, except that the Company shall pay the Employee's estate
that portion of the Employee's salary accrued through the end of the month
in which the Employee's death occurred.
(b) DISABILITY. If during the term of this Agreement, the Employee
shall be prevented from performing his duties hereunder by reason of
disability, and such disability shall continue for a period of twelve
weeks, then the Company may terminate this Agreement at any time after the
expiration of such twelve-week period while such disability is continuing.
For purposes of this Agreement, the Employee shall be deemed to have
become disabled when the Company, upon the advice of a qualified
physician, shall have determined that the Employee has become physically
or mentally incapable (excluding infrequent and temporary absences due to
ordinary illness) of performing his duties under this Agreement. In the
event of a termination pursuant to this paragraph (b), the Company shall
be relieved of all its obligations under this Agreement, except that the
Company shall pay to the Employee his base salary through the end of the
month during which such termination shall have occurred, less any benefits
received by the Employee during such period of disability under any
disability benefits plan maintained by the Company.
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(c) CERTAIN DISCHARGES.
(i) DISCHARGE WITHOUT CAUSE. Prior to the end of the term of
this Agreement, the Company, on 30 days' prior written notice to the
Employee, may discharge the Employee for any reason, without Cause
(as defined in subparagraph (ii) below), in which case the Company
may terminate this Agreement without further liability to the
Employee or his estate in the event of his subsequent death, other
than to pay to the Employee or to his estate the Employee's base
salary pursuant to Section 4 for the remainder of the term of this
Agreement. Such payments to the Employee shall be made in the same
manner and at the same times as they would have been paid had the
Employee not been discharged.
(ii) DISCHARGE WITH CAUSE. Prior to the end of the term of
this Agreement, the Company may discharge the Employee with Cause
(as hereinafter defined) without prior written notice, and terminate
this Agreement without any further liability hereunder to the
Employee or his estate other than to pay to the Employee his base
salary accrued to the date of discharge. For purposes of this
Agreement, the Company shall have "Cause" to discharge the Employee
or terminate the Employee's employment hereunder upon (i) the
Employee's commission of any felony or other crime involving moral
turpitude, (ii) the Employee's willful or persistent failure or
refusal to follow policies or directives established by the Company,
(iii) the Employee's commission of acts amounting to gross
negligence or willful misconduct to the detriment of the Company or
its affiliates or (iv) the Employee's breach of this Agreement.
6. CONFIDENTIAL INFORMATION. The Employee acknowledges that in the
course of his employment by Plymouth Xxxxx, Inc. he has received, and in the
course of his employment by the Company he will receive, certain trade secrets,
programs, lists of customers and other confidential information and knowledge
concerning the business of the Company and its predecessor (hereinafter
collectively referred to as "Information") which the Company desires to protect.
The Employee understands that the Information is confidential and he agrees not
to reveal the Information to anyone outside the Company so long as the
confidential or secret nature of the Information shall continue. The Employee
further agrees that he will at no time use the Information in competing with the
Company. Upon termination of this Agreement, the Employee shall surrender to the
Company all papers, documents, writings and other property produced by him or
coming into his possession by or through his employment or relating to the
Information and the Employee agrees that all such materials will at all times
remain
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the property of the Company. The provisions of this Section 6
shall survive any termination of this Agreement.
7. RESTRICTIVE COVENANTS. During the term of this Agreement and for
a period of two (2) years thereafter, the Employee shall not: (i) engage, as
principal, agent, trustee or through the agency of any corporation, partnership,
association or agent or agency, anywhere within the United States (hereafter the
"Territory"), in the business of the design, manufacture, sale, marketing or
distribution of printed or embroidered apparel products (the "Industry"); (ii)
own or hold any beneficial interest of more than the Applicable Percentage of
the voting securities in any corporation, partnership or other business entity
which conducts its operations, in whole or in part, within the Industry and
within the Territory; or (iii) become an employee of or consultant to, or serve
in any similar capacity with, any business within the Industry which conducts
its operations in whole or in part within the Territory. In addition, in any
such event and during such period, the Employee further agrees that he shall
not, either directly or indirectly, through any person, firm, association or
corporation with which the Employee is now or may hereafter become associated,
cause or induce any present or future employee of the Company to leave the
employ of the Company to accept employment with the Employee or with such
person, firm, association or corporation. For purposes of the foregoing,
"Applicable Percentage" means (x) one percent (1%), in the case of corporations,
partnerships and other business entities having a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or
(y) five percent (5%) in all other cases. The foregoing covenants shall not be
held invalid or unenforceable because of the scope of the territory or actions
subject thereto or restricted thereby, or the period of time within which such
covenants are operative; but any judgment of a court of competent jurisdiction
may define the maximum territory and actions subject to and restricted by this
Section 8 and the period of time during which such covenants are enforceable.
The provisions of this Section 7 shall survive any termination of this
Agreement.
8. NOTICES. All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or on the date mailed, postage
prepaid, by certified mail, return receipt requested, or telegraphed and
confirmed if addressed to the respective parties as follows:
If to the Employee: Xx. Xxxx Xxxxxxx
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
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If to the Company: Brazos Sportswear, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000-0000
Either party hereto may designate a different address by providing written
notice of such new address to the other party hereto.
9. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such provision or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
10. ASSIGNMENT. This Agreement may not be assigned by the Employee.
Neither the Employee nor his estate shall have any right to commute, encumber or
dispose of any right to receive payments hereunder, it being agreed that such
payments and the right thereto are nonassignable and nontransferable.
11. BINDING EFFECT. Subject to the provisions of Sec- tion 10 of
this Agreement, this Agreement shall be binding upon and inure to the benefit of
the parties hereto, the Employee's heirs and personal representatives, and the
successors and assigns of the Company.
12. CAPTIONS. The section and paragraph headings in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13. COMPLETE AGREEMENT. This Agreement represents the entire
agreement between the parties concerning the subject hereof and supersedes all
prior agreements between the parties concerning the subject thereof.
14. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
15. COUNTERPARTS. This Agreement may be executed in multiple
original counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the date and year first above written.
THE COMPANY:
BRAZOS SPORTSWEAR, INC.
By:
XXXXXXX X. XXXX, President
THE EMPLOYEE:
XXXX XXXXXXX
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