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EXHIBIT 10.23
April 1, 1995
PERSONAL AND CONFIDENTIAL
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Xx. Xxxx Xxxxxxx
c/o Quiksilver, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
Re: Employment at Quiksilver
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Dear Xxxx:
This letter will confirm our understanding regarding your continued
employment at Quiksilver, Inc. ("Quiksilver" or the "Company"), and completely
supersedes and replaces any existing or previous understandings or agreements,
express or implied, we have had. The terms contained in this letter are
effective on and after April 1, 1995.
1. Your position will be Chief Financial Officer and Treasurer
and you will be a Vice President of the Company, currently
reporting to the Chief Operating Officer or his designee.
Your primary job responsibilities and job duties will involve
managing and directing the Company's overall business
performance with regard to accounting and finance.
2. Your base salary will be $10,833 per month, less applicable
withholdings and deductions, paid on the Company's regular
payroll dates. Your salary will be reviewed at the time
management salaries are reviewed periodically and may be
adjusted (up or down) at the Company's discretion in light of
the Company's performance, your performance, market conditions
and other factors deemed relevant by the Company.
3. For Quiksilver's fiscal year ("FY") 1994-1995 (ending October
31, 1995), you are eligible for a bonus. The bonus amount for
which you are eligible, and the criteria on which the bonus is
based, are attached as addendum A. If earned, the bonus is to
be paid in quarterly amounts, ten days after audited earnings
are released, and is less applicable withholdings and
deductions. You must be employed continuously through each
quarter to be eligible for that quarters bonus.
You are also eligible for an additional bonus, addendum A-II.
Your share of this bonus pool will be 25% (percent). If
earned, this bonus (A-II), is to be paid annually, ten (10)
days after audited year-end earnings are released and is less
applicable withholdings and deductions. If your employment
terminates prior to the end of the fiscal year, and you
otherwise meet the bonus eligibility criteria, you will
receive a pro-rata portion of the bonus.
4. You will accrue 20 days of vacation each year up to a maximum
of 25 days. Once the maximum is reached, additional vacation
accrual will cease until you have used some vacation to fall
below the maximum accrual allowed.
5. You (and any eligible dependents you elect) will be covered by
the Company's group medical insurance program on the same
terms and conditions applicable to comparable employees. The
Company reserves the right to change, modify, or eliminate
such coverage.
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April 1, 1995
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6. We will pay the premium on a term life insurance policy on
your life with a company of our choice in the face amount
determined by the Company of not less than $500,000. Our
obligation to obtain and maintain this insurance is contingent
upon your establishing and maintaining insurability, and we
are not required to pay premiums for such a policy in excess
of $1,250.00 annually.
7. The amount and terms of stock options to be granted to you
will be determined by the Board of Directors and covered in
separate agreements.
8. The Company may terminate your employment immediately, without
notice and without further obligation for Cause, which shall
be defined as (i) your death, (ii) your permanent disability
which renders you unable to perform your duties and
responsibilities for a period in excess of three consecutive
months, (iii) willful misconduct in the performance of your
duties, (iv) violation of law, (v) self-dealing, (vi) willful
breach of duty, (vii) habitual neglect of duty, (viii) a
material breach by you of your obligations under Paragraphs 9
and 10 of this agreement, or (ix) sustained unsatisfactory
performance (determined by the Chairman of the Board).
Notwithstanding anything to the contrary in this agreement or
in your employment relationship, express or implied, your
employment is for an unspecified term and may also be
terminated at will and without Cause or notice at any time for
any reason. this at-will aspect of your employment
relationship can only be changed by an individualized written
agreement signed by both you and the Chairman of the Board.
If the Company elects to terminate your employment without
Cause, or if you terminate your employment with the Company
for Good Reason (as defined below) within six (6) months of
the action constituting Good Reason, the Company will continue
to pay your Base Salary (but not any bonuses or employee
benefits) on its regular payroll dates for a period of six (6)
months, plus an additional one (1) month for each of your fist
six *6) full years of service with the Company up to a maximum
aggregate salary continuation period of 12 months. Your
effective date of employment for this purpose is July 9, 1990.
If the Company terminates your employment for Cause, or if you
resign/terminate your employment without Good Reason, you will
receive your Base Salary through the date of termination only.
"Good Reason" for you to terminate employment means a
termination following a "Change in Control" (as defined in
addendum B hereto) as a result of (i) the assignment to you of
duties materially inconsistent with your position as set forth
above without your consent, (ii) a material change in your
reporting level from that set forth in this letter without
your consent, (iii) a material diminution of your authority
without your consent, (iv) a material breach by the Company of
its obligations under this agreement, or (v) a failure by the
Company to obtain from any successor, before the succession
takes place, an agreement to assume and perform the
obligations contained in this letter.
9. Quiksilver owns certain trade secrets and other confidential
and/or proprietary information which constitute valuable
property rights, which we have developed through a substantial
expenditure of time and money, which are and will continue to
be utilized in the Company's business and which are not
generally known in the trade. This proprietary information
includes the list of names of the customers and suppliers of
Quiksilver, and
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April 1, 1995
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other particularized information concerning the products,
finances, processes, material preferences, fabrics, designs,
material sources, pricing information, production schedules,
marketing strategies, merchandising strategies, order forms
and other types of proprietary information relating to our
products, customers and suppliers. You agree that you will
not disclose and will keep strictly secret and confidential
all trade secrets and proprietary information of Quiksilver,
including, but not limited to, those items specifically
mentioned above.
10. You will be required to observe the Company's personnel and
business policies and procedures as they are in effect from
time to time. In the event of any conflict, the terms of this
letter will control.
11. This letter, its addendums, and any stock option agreements we
may enter into with you contain the entire integrated
agreement between us regarding these issues, and no
modification to this letter will be valid unless set forth in
writing and signed by both you and the CEO. Any dispute
regarding the terms of this letter or any aspect of your
employment or the termination thereof must be settled
exclusively by final and binding arbitration in Orange County,
California, before a single arbitrator selected from Judicial
Arbitration & Mediation Services, Inc. ("JAMS"), whose fees
and costs shall be evenly divided by the parties. The
Company reserves the right, however, to seek judicial
provisional remedies and equitable relief regarding any breach
or threatened breach of your obligations regarding trade
secrets and proprietary information.
12. This letter agreement will be assignable by the Company to any
successor or to any other company owned or controlled by the
Company, and will be binding upon any successor to the
business of the Company, whether direct or indirect, by
purchase of securities, merger, consolidation, purchase of all
or substantially all of the assets of the Company or
otherwise.
Please sign, date and return the enclosed copy of this letter to me
for our files to acknowledge your agreement with the above.
Best personal regards.
Sincerely,
Xxxxxx X. XxXxxxxx, Xx.
Chairman and
Chief Executive Officer
RBM:jkm
Enclosure
ACKNOWLEDGED AND AGREED:
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Xxxx Xxxxxxx
Date: , 1995
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ADDENDUM "B"
"Change in Control" means the occurrence of one or more of the following
events: (i) any corporation, partnership, person, other entity, or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
(collectively, a "Person") acquires shares of capital stock of the Company
representing more than 50% of the total number of shares of capital stock that
may be voted for the election of directors of the Company, (ii) a merger,
consolidation, or other business combination of the Company with or into
another Person is consummated, or all or substantially all of the assets of the
Company are acquired by another Person, as a result of which the stockholders
of the Company immediately prior to the consummation of such transaction own,
immediately after consummation of such transaction equity securities possessing
less than 50% of the voting power of the surviving or acquiring Person (or any
Person in control of the surviving or acquiring Person, the equity securities
of which are issued or transferred in such transaction), (iii) as the result of
or in connection with any tender or exchange offer, any contested election of
directors or any combination thereof, the persons who were directors of the
Company immediately before such tender or exchange offer, contested election or
combination thereof cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company, (iv) the stockholders of the
Company approve a plan of complete liquidation, dissolution or winding up of
the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company or (v) the adoption of a
resolution by the affirmative vote of not less than two-thirds of the members
of the Board of Directors who were members immediately prior to any Change in
Control which resolution shall state that, in the good faith determination of
the Board of Directors, a Change in Control of the Company has occurred.
Notwithstanding anything to the contrary set forth in this definition, if a
transaction that would otherwise create or result in a Change in Control of the
Company is approved by the affirmative vote of not less than two-thirds of the
members of the Board of Directors of the Company, who were members of the Board
of Directors immediately prior to any Change in Control, then no Change of
Control of the Company shall be deemed to have occurred for the purposes of
this agreement.
