EXHIBIT 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (this "Amendment") to the Employment Agreement is
entered into and is effective as of the first day of August, 2005, by and
between Xxxxxxxx Xxxxxx (the "Employee"), and Antik Denim, LLC (the "Employer").
RECITALS:
A. Employer and Employee entered into the Agreement on July 8,
2005.
B. Employee wishes to devote a portion of his time to outside
business activities that do not compete with Employer's business; specifically,
a retail store and a restaurant; and
C. The parties wish to amend certain provisions of the Agreement
so that the Employee is not required to devote all of his time to fulfilling his
duties under the Agreement, and in return the Employer and Employee have agreed
to modify Employee's compensation.
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto for
themselves and their successors and assigns do hereby agree, represent and
warrant as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the
Agreement.
2. Section 4(a) is hereby amended to recite in its entirety as
follows:
a. SALARY. Employer will pay to Employee (a) a salary of
Two Hundred Forty Thousand Dollars ($240,000.00) per year, which shall be
payable every two weeks on a prorated basis. Employer shall withhold and deduct
all taxes required by federal and state laws and any other authorized
deductions.
3. Section 7(a) is hereby amended to recite in its entirety as
follows:
a. The Employee will devote such of the Employee's time,
attention, knowledge, and skill s to the business and interest of the Employer
as is necessary for the Employee to perform his duties hereunder, and the
Employer will be entitled to all benefits, profits, and other issues arising
from or incident to any and all work, services, and advice of the Employee. The
Employee expressly agrees that, during the term of this Agreement, the Employee
will not be interested, directly or indirectly, in any form, fashion, or manner,
as partner, officer, director, stockholder, advisor, Employee, or in any other
form or capacity, in any business similar to Employer's business or any allied
trade. Notwithstanding the foregoing, Employee shall be entitled to devote
Employee's time
and other business endeavors; specifically, a retail store and a restaurant;
provided, however, that such endeavors do not interfere with Employee's ability
to devote sufficient time to his duties hereunder.
4. AMENDMENT TO EMPLOYMENT AGREEMENT. Upon the effectiveness of
this Amendment, each reference in the Employment Agreement to "Employment
Agreement" and "Agreement", the prefix "herein," "hereof," or words of similar
import, shall mean and be a reference to the Employment Agreement as amended
hereby. Except as modified herein, all of the representations, warranties,
terms, covenants and conditions of the Employment Agreement shall remain as
written originally and in full force and effect in accordance with their
respective terms, and nothing herein shall affect, modify, limit or impair any
of the rights and powers which the parties may have thereunder. The parties
ratify and confirm each term, provision, condition and covenant set forth in the
Employment Agreement and acknowledge that the agreements set forth therein
continue to be legal, valid and binding agreements, enforceable in accordance
with their respective terms.
5. COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be
executed in two or more counterparts, each of which, when so executed and
delivered, shall be an original, but all of which together shall constitute one
and the same document. Separate counterparts may be executed with the same
effect as if all parties had executed the same counterparts. The facsimile or
other electronically transmitted copy of this Amendment shall be treated the
same as an originally executed copy hereof.
6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the law of the State of California without regard
to the conflicts of law principles thereof.
IN WITNESS WHEREOF, the Employer and Employee have hereunto set their
hands as of the date first set forth above.
EMPLOYER: ANTIK DENIM, LLC
By: /s/ Xxxx Xxxx
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XXXX XXXX
Its: CEO & President
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EMPLOYEE: /s/ Xxxxxxxx Xxxxxx
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XXXXXXXX XXXXXX
