Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 29,
1997, by and between THE ANTIGUA GROUP, INC., a Nevada corporation with its
principal place of business in Scottsdale, Arizona (the "Company"), and XXXXX
XXXXX, a resident of the State of Arizona ("Employee").
RECITALS
A. Employee is currently Vice-President-Product Development and Sourcing of
the Company.
B. Employee is currently an at-will employee of the Company.
C. The Company manufactures and sells various types of apparel on a
national and international basis.
D. The Company and Employee desire to continue Employee's relationship with
the Company and to memorialize the terms of Employee's employment with the
Company.
AGREEMENT
1. Employment. The Company hereby continues to employ Employee and Employee
hereby accepts such employment upon the terms and conditions set forth herein.
Employee shall continue to be employed by the Company in Scottsdale, Arizona.
2. Duties of Employment. Employee shall continue to serve as Vice
President-Product Development and Sourcing of the Company. In such capacity,
Employee shall continue to perform such duties and services as the Company's
Board of Directors may assign or delegate to her from time to time. As of the
date hereof, such duties shall include primary responsibility for the following
functions: overall product direction (including new product introduction,
evaluation of existing products and implementation of new designs); global
sourcing strategy (including locating new qualified manufacturers, cultivating
relationshps with existing manufacturers, and locating new qualified
manufacturers, cultivating relationships with existing manufacturers, and
implementing and enforcing systems which aadhere to all U.S. customs and
overseas manufacturing regulations); overseeing product purchasing; development
and implementation of quality control systems; coordinate with marketing
department to ensure consistent print message to trade and consumers; oversee
retail sales and operations (including investigation and development or retail/
partnership opportunities, and creation of in-shop merchandising programs).
Employee shall report directly to the Company's Chief Executive Officer.
3. Term. This Agreement shall be effective as of the
Closing under the Stock Purchase Agreement dated April 21, 1997 and shall
continue in effect until terminated as provided in Paragraph 5 hereof.
4. Compensation and Benefits. Employee will receive the following
compensation for her services during her term of employment hereunder:
(a) Salary. Employee shall receive a base salary of $105,000 per year,
payable in accordance with the standard payroll policies of the Company. Such
salary shall be prorated for any partial year of employment by Employee
hereunder.
(b) Bonuses. Employee shall be eligible to participate in the
Company's Executive Incentive Compensation Program at a bonus level not less
than 15% of Employee's base salary. Such bonus shall be paid within sixty (60)
days of the end of the Company's fiscal year and shall be prorated for any
partial year of employment by Employee hereunder.
(c) Stock Options. Concurrently with the execution of this Agreement,
Employee has been granted a two-year option to purchase up to 200,000 shares of
the Common Stock of the Company's parent, Southhampton Enterprises Corp.
("Parent"), pursuant to Parent's Executive and Employee Stock Option Plan (the
"Plan") at an exercise price per share equal to the market price of Parent's
Common Stock on the date hereof. The number and exercise price of such options
is subject to adjustment to reflect the one-for-five reverse stock split of
Parent Common Stock to be effected after the date hereof. All of such options
are vested in full as of the date hereof. Employee shall also participate in the
Plan on a going-forward basis.
(d) Medical Insurance. The Company will provide coverage for Employee
and her dependents (if any) during the term of her employment under the
Company's health insurance policy.
(e) Miscellaneous Benefits. Employee shall be entitled to vacation,
sick pay and reimbursement of business expenses incurred on behalf of the
Company on the same basis as other senior management of the Company. Employee
shall also be entitled to participate in the Company's 401(k) Plan to the same
extent as other senior management of the Company.
(f) Annual Review. Employee shall be entitled to an employment review
in accordance with the Company's senior management review policy.
5. Termination. This Agreement may be terminated as follows:
(a) For any or no reason by either Employee or the Company upon sixty
(60) days' notice by the terminating party to the other party;
(b) By the Company immediately upon the death of Employee; or
(c) By the Company in the event Employee is unable to perform her
duties under this Agreement for a period of more than ninety (90) consecutive
days due to total or partial disability.
Subject to Section 6, and any notice period provided for above, any termination
of Employee's employment will be effective upon the non-terminating party's
receipt of written notice of such termination, and such termination shall be
without prejudice to any other remedy to which the Company may be entitled
either at law, in equity or under this Agreement.
6. Severance. In the event the Company terminates this Agreement for any
reason or Employee terminates this agreement for "Good Reason" (as hereinafter
defined), then (a) Employee shall receive six months' salary paid bi-monthly
with the first payment due and payable two weeks after Employee's last day of
employment, and (b) the Company shall vest any and all unvested stock options on
the date of such termination, and (c) Employee shall have a period of ninety
(90) days within which to exercise any vested options. In the event Employee
terminates this Agreement for other than "Good Reason", then (i) Employee shall
be entitled to no compensation past the last day of Employee's employment with
the Company; and (ii) all stock options of Employee which are not vested as of
the date of such termination shall automatically be null and void and of no
further force or effect.
"Good Reason" shall mean the occurrence of any of the following: (i) the
Company's failure to re-appoint Employee to offices, titles or positions
carrying comparable authority, responsibilities, dignity and importance to that
of Employee's offices and positions as of the date hereof, or (ii) any material
change by the Company in Employee's functions, duties, or responsibilities which
would cause Employee's positions with the Company to be of less dignity,
responsibility or importance than as in effect on the date hereof, or (iii)
Employee being requested by the Company to relocate to a location other than the
Metropolitan Phoenix area.
7. Confidentiality. Employee acknowledges that Employee has received and
contributed to the production of, Confidential Information, and that Employee
may continue to receive and contribute to the production of Confidential
Information in the future. For purposes of this Agreement, Employee agrees that
"Confidential Information" shall mean information or material proprietary to the
Company or designated as Confidential Information by the Company and not
generally known by non-Company personnel, which Employee develops or to which
Employee may obtain knowledge or access through or as a result of Employee's
relationship with the Company (including information conceived, originated,
discovered or developed in whole or in part by Employee). Confidential
Information includes, but is not limited
to, the following types of information and other information of a similar nature
(whether or not reduced to writing): discoveries, inventions, ideas, concepts,
research, development, processes, procedures, "know-how", formulae, marketing
techniques and materials, marketing and development plans, business plans,
customer names and other information related to customers, price lists, pricing
policies, financial information, employee compensation, and computer programs
and systems. Confidential Information also includes any information described
above which obtains from another party and which treats as proprietary or
designates as Confidential Information, whether or not owned by or developed by
the Company. Employee acknowledges that the Confidential Information derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use. Information publicly known
without breach of this Agreement that is generally employed by the trade at or
after the time Employee first learns of such information, or generic information
or knowledge which Employee would have learned in the course of similar
employment or work elsewhere in the trade, shall not be deemed part of the
Confidential Information. Employee further agrees:
7.1 To furnish the Company on demand, at any time during or after
employment, a complete list of the names and addresses known to employee of all
present, former and potential customers and other contacts gained while an
employee of the Company, whether or not in the possession or within the
knowledge of the Company.
7.2 That all notes, memoranda, documentation and records in any way
incorporating or reflecting any Confidential Information shall belong
exclusively to the Company and Employee agrees to turn over all copies of such
materials in Employee's control to the Company upon request or upon termination
of Employee's employment with the Company.
7.3 That while employed by the Company and thereafter Employee will
hold in confidence and not directly or indirectly reveal, report, publish,
disclose or offer any of the Confidential Information to any person or entity,
or utilize any of the Confidential Information for any purpose, except in the
course of Employee's work for the Company.
7.4 That any ideas in whole or in part conceived or made by Employee
during the term of this employment or relationship with the Company which are
made through the use of any of the Confidential Information of the Company or
any of the Company's equipment facilities, trade secrets or time, or which
result from any work performed by Employee for the Company, shall belong
exclusively to the Company and shall be deemed a part of the Confidential
Information for purposes of this Agreement. Employee hereby assigns and agrees
to assign to the Company all rights in and to such Confidential Information
whether for purposes of obtaining patent or copyright protection or otherwise.
Employee
shall acknowledge and deliver to the Company, without charge to the Company (but
at its expense) such written instruments and do such other acts, including
giving testimony in support of Employee's authorship or inventorship, as the
case may be, necessary in the opinion of the Company to obtain patents or
copyrights or to otherwise protect or vest in the Company the entire right and
title in and to the Confidential Information.
8. Non-Competition During Employment. Employee agrees that during the term
of Employee's employment with the Company, Employee will devote all of
Employee's business time and effort to and give undivided loyalty to the
Company, and will not engage in any way whatsoever, directly or indirectly, in
any business that is competitive with the Company or solicit or in any other
manner work for or assist any business which is competitive with the Company.
During the term of Employee's employment by the Company, Employee will undertake
no planning for or organization of any business activity competitive with the
Company, and Employee will not combine or conspire with any other employee of
the Company or any other person for the purpose of organizing any such
competitive business activity. Notwithstanding the foregoing, however, Employee
may serve as a consultant on projects in the apparel and/or golf businesses with
the prior approval of the Company's Chief Executive Officer, which shall not be
unreasonably withheld.
9. Non-Competition After Employment. The Company and Employee acknowledge
that Employee will acquire much knowledge and information concerning the
business of the Company as the result of Employee's employment. Competition by
Employee in that business after this Agreement is terminated would severely
injure the Company. Accordingly, until six (6) months after this Agreement is
terminated or Employee leaves the employment with the Company for any reason
whatsoever, Employee will not:
9.1 Within any jurisdiction or marketing area in which the Company is
doing business or is qualified to do business, directly or indirectly own,
manage, operate, control, be employed by or participate in the ownership,
management, operation or control of, or be connected in any manner with, any
business of the type and character engaged and competitive with that conducted
by the Company. For purposes of interpreting the preceding sentence, the parties
acknowledge that while the Company currently competes in the apparel industry,
this provision should not prohibit Employee from participating in the entire
apparel industry, but only those segments of the apparel industry which compete
with the Company's products and services. For these purposes, ownership of
securities of not in excess of 5% of the stock of a company that is publicly
traded on a national securities exchange or is quoted on an automated quotation
system of a national securities association and is part of a national market
system shall not be considered to be competition with the Company or any of its
affiliates.
9.2 Persuade or attempt to persuade any potential customer or client
to which the Company or any of its affiliates
has made a proposal or sale, or with which the Company or any of its affiliates
has been having discussions, not to transact business with the Company or such
affiliate, or instead to transact business with another person or organization.
9.3 Solicit the business of any company which is a customer or client
of the Company or any of its affiliates at any time during Employee's employment
by the Company, or was its customer or client within two years prior to the date
of this Agreement; provided, however, if Employee becomes employed by or
represents a business that exclusively sells products that are wholly dissimilar
from products then marketed or intended to be marketed by the Company, such
contact shall be permissible;
9.4 Solicit, endeavor to entice away from the Company or any of its
affiliates, or otherwise interfere with the relationship of the Company or any
of its affiliates with, any person who is employed by or otherwise engaged to
perform services for the Company or any of its affiliates, whether for
Employee's account or for the account of any other person or organization.
10. Injunctive Relief. Employee agrees that it would be difficult to
measure the damage to the Company from any breach by Employee of the covenants
set forth herein, that injury to the Company from any such breach would be
impossible to calculate, and that money damages would therefore be an inadequate
remedy for any such breach. Accordingly, Employee agrees that if Employee should
breach Paragraphs 7, 8 or 9 of this Agreement the Company shall be entitled, in
addition to and without limitation of all other remedies it may have, to
injunctions or other appropriate orders to restrain any such breach without
showing or proving any actual damage to the Company. This Paragraph shall
survive termination of Employee's employment.
11. Governing Law. This Agreement shall be interpreted and construed under
the laws of the State of Arizona, which laws shall prevail in the event of any
conflict of law. This Agreement and the obligations hereunder are made and
performable in Maricopa County, Arizona, which shall be the exclusive venue for
any litigation hereunder.
12. Modification of Contract. No waiver or modification of this Agreement
shall be valid unless it is in writing and duly executed by both parties.
13. Judicial Modification of Agreement. If the period of time or the area
specified in Paragraphs 7, 8 or 9 herein should be adjudged unreasonable in any
proceeding, then the period of time shall be reduced by such number of months or
the area shall be reduced by the elimination of such portion thereof or both so
that such restrictions may be enforced in such area and for such time and is
adjudged to be reasonable. If Employee violates any of the restrictions
contained in Paragraphs 7, 8 or 9 of this Agreement, then the restrictive period
contained in Paragraph 9 shall not run
in favor of Employee from the time of the commencement of any such violation
until such time as such violation shall be cured by Employee to the satisfaction
of the Company.
14. Notices. Any notice to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Notices
shall be addressed to the parties at the following addresses and shall be
effective upon receipt:
If to the Company: The Antigua Group, Inc.
0000 X. 00xx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
If to Employee: Ms. Xxxxx Xxxxx
c/o The Antigua Group, Inc.
0000 X. 00xx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
15. Entire Agreement. This Agreement contains the complete agreement
concerning the employment arrangement between the Company and Employee. This
Agreement supersedes any previous agreements or understandings between the
parties.
16. Attorneys' Fees. In the event of a dispute or litigation arising
hereunder, the successful party in such dispute or litigation shall be entitled
to recover its costs and reasonable attorneys' fees from the other parties to
such dispute or litigation.
DATED on May 29, 1997.
THE ANTIGUA GROUP, INC.
By /s/ L. Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
L. Xxxxxx Xxxxxx Xxxxx Xxxxx
Its Chief Executive Officer
COMPANY EMPLOYEE
