EXHIBIT 10.1
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EXECUTION VERSION
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of March 11, 2008, by
and between Signature Eyewear, Inc., a California corporation (the "Company"),
and Xxxxxxx Xxxxxx ("Employee"), with reference to the following facts:
A. Employee is currently employed by the Company pursuant to an Employment
Agreement dated April 2003, as amended (the "Existing Employment Agreement").
B. The Company and Employee desire to terminate the Existing Employment
Agreement and enter into this agreement in order to memorialize the terms and
conditions of Employee's employment from and after the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. ENGAGEMENT AND RESPONSIBILITIES
1.1 Upon the terms and subject to the conditions set forth in this
Agreement, and commencing as of the Effective Date, the Company hereby engages
and employs Employee as an officer of the Company, with the title "Chief
Executive Officer." The Company also designates Employee as the President and
Chief Financial Officer, provided that Employee acknowledges and agrees that the
Company may at any time take either or both of these titles away. Employee
hereby accepts such engagement and employment pursuant to the terms hereof.
Employee shall report to the Board.
1.2 Employee's duties and responsibilities shall be those incident to the
position set forth in Section 1.1 as set forth in the Bylaws of the Company and
those which are normally and customarily vested in such officers of a
corporation. In addition, Employee's duties shall include those duties and
services for the Company and its affiliates as the Board shall, in its sole and
absolute discretion, from time to time reasonably direct which are not
inconsistent with Employee's positions described in Section 1.1.
1.3 Employee agrees to devote all of Employee's business time, energy and
efforts to the business of the Company and will use Employee's best efforts and
abilities faithfully and diligently to promote the Company's business interests.
For so long as Employee is employed by the Company, Employee shall not, directly
or indirectly, either as an employee, employer, consultant, agent, investor,
principal, partner, stockholder (except as the holder of less than 5% of the
issued and outstanding stock of a publicly held corporation), corporate officer
or director, or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever with
the business of the Company, as such businesses are now or hereafter conducted.
Subject to the foregoing prohibition and provided such services or investments
do not violate any applicable law, regulation or order, or interfere in any way
with the faithful and diligent performance by Employee of the services to the
Company otherwise required or contemplated by this Agreement, the Company
expressly acknowledges that Employee may:
Execution Version
1.3.1 make and manage personal business investments of Employee's
choice without consulting the Board;
1.3.2 serve in any capacity with any non-profit civic, educational or
charitable organization; and/or
1.3.3 serve on the board of directors of any corporation that does not
compete in any manner whatsoever with the business of the Company, as such
businesses are now or hereafter conducted.
1.4 Covenants of Employee
1.4.1 Best Efforts. Employee shall report directly to the Board and
shall devote his best efforts to the business and affairs of the Company.
Employee shall perform his duties, responsibilities and functions to the Company
hereunder to the best of his abilities in a diligent, trustworthy, professional
and efficient manner.
1.4.2 Records and Reports. Employee shall use his best efforts and
skills to truthfully, accurately, and promptly make, maintain, and preserve all
records and reports that the Company may, from time to time, request or require,
fully account for all money, records, equipment, materials, or other property
belonging to the Company of which he may have custody, and promptly pay and
deliver the same whenever he may be directed to do so by the Board.
1.4.3 Rules and Regulations. Employee shall obey all rules,
regulations (and special instructions of the Board, if any) and all other rules,
regulations, guides, handbooks, procedures, policies and special instructions
applicable to the Company and its business in connection with his duties
hereunder and shall endeavor to improve his ability and knowledge of the
Company's business in an effort to increase the value of his services for the
mutual benefit of the Company and Employee.
1.4.4 Expertise. Employee shall make available to the Company any and
all information of which he has knowledge that is relevant to the Company's
business and shall make all suggestions and recommendations that he believes
will be of benefit to the Company.
1.4.5 Opportunities. Employee shall make all business opportunities of
which he becomes aware that are relevant to the Company's business available to
the Company, and to no other person or entity or to himself individually.
1.4.6 Compliance. Employee shall use his best efforts and skills to
cause the Company to comply with all of its contractual obligations and
commitments, as well as all applicable laws, rules and regulations.
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have
the meanings set forth below:
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2.1 "401(k) Account" shall mean, with respect to Employee, the account
established to receive contributions to the 401(k) Plan for Employee's benefit.
2.2 "401(k) Maximum Employee Contribution" shall mean the maximum amount of
salary-deferral contributions to Employee's 401(k) Account permitted by the Code
and the rules and regulations promulgated thereunder.
2.3 "401(k) Plan" shall mean the qualified benefit plan established by the
Company pursuant to Section 401(k) of the Code.
2.4 "Board" shall mean the Board of Directors of the Company or the
Compensation Committee or other committee of the Board if and to the extent the
Board of Directors delegates some or all of its duties or powers with respect to
compensation or other matters relevant to Employee in Employee's capacity as
employee of the Company.
2.5 "Code" shall mean the United States Internal Revenue Code of 1986, as
amended.
2.6 "Effective Date" shall mean the date of this Agreement as first set
forth above.
2.7 "For Cause" shall mean, in the context of a basis for termination of
Employee's employment with the Company, that:
2.7.1 Employee breaches any obligation, duty or agreement under this
Agreement, which breach is not cured or corrected within 30 days of written
notice thereof from the Company (except for breaches of Sections 1.3, 6 and 7 of
this Agreement, which cannot be cured and for which the Company need not give
any opportunity to cure); or
2.7.2 Employee is grossly negligent in the performance of services to
the Company, or commits any act of personal dishonesty, fraud, breach of
fiduciary duty or trust that, in the reasonable judgment of the Board, renders
Employee unsuitable for his position; or
2.7.3 Employee is convicted of, or pleads guilty or nolo contendere
with respect to, theft, fraud, a crime involving moral turpitude, or a felony
under federal or applicable state law; or
2.7.4 Employee violates the Company's (a) workplace violence policy or
(b) policies on substance abuse; or
2.7.5 Employee is found liable in any Securities and Exchange
Commission or other civil or criminal securities law action; or
2.7.6 Employee commits any act of personal conduct that, in the
reasonable opinion of the Board, gives rise to a material risk of liability
under federal or applicable state law for discrimination or sexual or other
forms of harassment or other similar liabilities to subordinate employees.
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2.8 "Good Reason" shall mean, in the context of a basis for Employee's
terminating Employee's employment with the Company, the occurrence of any of the
following events or changes in circumstances:
2.8.1 The assignment of any duties to Employee reflecting an adverse
change in Employee's position, duties, responsibilities or status as the Chief
Executive Officer of the Company; or
2.8.2 Any reduction in Employee's compensation or the benefits
provided for herein without Employee's prior written consent, other than a
reduction in benefits that results from a change in an employee benefit plan,
which change is generally applicable to all beneficiaries of that plan; or
2.8.3 Any assignment of Employee to any office or location of the
Company outside the Los Angeles metropolitan area for a period or series of
periods exceeding three months in any twelve-month period; provided, however,
notwithstanding this subparagraph 2.8.3, Employee understands that temporary
assignments and ordinary business travel consistent with Employee's duties and
responsibilities shall not constitute "Good Reason" as a basis for Employee's
termination of this Agreement; or
2.8.4 The failure of the Company to provide any of the compensation or
benefits provided for herein, or the material breach by the Company of any of
their covenants herein; or
2.8.5 Unlawful discrimination or other unlawful acts committed against
Employee on the basis of age, race, national origin, religion, sex, sexual
orientation, medical condition, or disability, or retaliation against Employee
for any attempt to address or remedy the same or any violation of a public
policy.
2.9 "Person" shall mean an individual or a partnership, corporation, trust,
association, limited liability company, governmental authority or other entity.
2.10 "Without Cause" shall mean any reason that the Company terminates
Employee's employment other than death, Disability or For Cause.
3. COMPENSATION AND BENEFITS
3.1 Salary. The Company shall pay to Employee a salary in installments in
the same manner and at the same times the Company pays salaries to other senior
officers of the Company, but in no event less frequently than twice per month.
Employee's initial salary shall be at the annual rate of $312,000 and shall
thereafter increase on April 15 of each year, starting on April 15, 2009, by no
less than 5% per year, the exact amount of such increase to be determined in the
Company's sole and absolute discretion.
3.2 Discretionary Bonus. The Board may, in its sole and absolute
discretion, from time to time determine to award Employee a bonus payment, which
such bonus shall be in an amount and form determined by the Board.
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3.3 Automobile. For so long as Employee is employed by the Company pursuant
to this Agreement, the Company shall: (a) provide to Employee use of a luxury
automobile; (b) pay all costs of operation and maintenance of the automobile,
including but not limited to lease or financing costs, registration and
licensing, gasoline, oil and repairs; and (c) purchase and maintain adequate
liability insurance with a policy limit of not less than $1,000,000 which
insures Employee for his use of the automobile (which insurance may be part of
the Company's liability insurance policy covering operation and use of
vehicles).
3.4 Expense Reimbursement. Employee shall be entitled to reimbursement from
the Company for the reasonable costs and expenses that Employee incurs in
connection with the performance of Employee's duties and obligations under this
Agreement in a manner consistent with the Company's practices and policies
therefor.
3.5 401(k) Contributions.
3.5.1 For so long as Employee is employed by the Company pursuant to
this Agreement and subject to the limitations set forth below, each pay period
the Company shall make (not as a deduction from Employee's base salary under
Section 3.1) a contribution to Employee's 401(k) Account in an amount equal to a
prorated portion of the amount of the Company's contribution to Employee's
401(k) Account for that calendar year ("Calendar Year Contribution"). The
Calendar Year Contribution shall be an amount equal to a certain percentage of
the 401(k) Maximum Employee Contribution in effect at the beginning of the
calendar year, such percentage being the percentage determined according to the
calendar year or, if applicable pursuant to the table below, the age of
Employee, as set forth on the following schedule:
ANNUAL CONTRIBUTION
(% OF 401(K) MAXIMUM
CALENDAR YEAR EMPLOYEE CONTRIBUTION)
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2008 (unless Employee is or becomes age 40%
56 or older in 2008)
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2009 and thereafter (unless Employee is or 50%
becomes age 56 or older in 2009)
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Any calendar year of employment in which 60%
Employee becomes age 56 or age 57
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Any calendar year of employment in which 70%
Employee becomes age 58 or 59
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Any calendar year of employment in which 100%
Employee becomes age 60 and each year
thereafter
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Provided, however, that the maximum amount the Company will contribute during
any calendar year shall be the lesser of $30,000 or the maximum amount that the
Company may contribute under applicable law and regulations.
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3.5.2 Upon termination of Employee's employment for any reason, the
Company shall have no obligation to make further contributions to Employee's
401(k) Account pursuant to this Section 3.5 or otherwise.
3.5.3 If for any reason the Company does not offer a 401(k) Plan to
its employees (and the Company retains the right to terminate the 401(k) Plan at
any time), the Company shall either: (a) pay directly to Employee the amount it
would have contributed to the 401(k) Plan on behalf of Employee or (b) if the
Company offers one or more other tax-deferred savings or pension plan in which
Employee is eligible to participate, at Employee's request contribute some or
all of such amount to such plan or plans on behalf of Employee.
3.6 Employee Benefit Plans. For so long as Employee is employed by the
Company pursuant to this Agreement, Employee shall be entitled to participate in
any pension, savings and group term life, medical, dental, disability and other
group benefit plans, which the Company makes available from time to time to its
employees generally. The Company shall pay the premiums associated for such
coverage for Employee and his dependants.
3.7 Vacation. Employee shall be entitled to six weeks paid vacation each
year, which shall accrue pro rata each pay period. Employee shall have the right
to carryover unused vacation to the extent permitted by the Company's policy as
set forth in the Company's employee handbook from time to time. Any accrued and
unused vacation time shall, at Employee's request, be paid to Employee in cash
at the end of each fiscal quarter of the Company during the term hereof.
3.8 Withholding. The Company may deduct from any compensation payable to
Employee (including payments made pursuant to Section 5 of this Agreement in
connection with or following termination of employment) amounts sufficient to
cover Employee's share of applicable federal, state and/or local income tax
withholding, old-age and survivors' and other social security payments, state
disability and other insurance premiums and payments.
4. TERM OF EMPLOYMENT
Employee's employment pursuant to this Agreement shall commence on the
Effective Date and shall terminate on the earliest to occur of the following:
4.1 upon the death of Employee; or
4.2 upon delivery to Employee of written notice of termination by the
Company if Employee suffers a physical or mental disability which renders
Employee, in the reasonable judgment of the Board, unable to perform his duties
and obligations under this Agreement for either 90 consecutive days or 180 days
in any 12-month period ("Disability"); or
4.3 upon 30 days' written notice from Employee to the Company; or
4.4 upon the date set forth in a written notice to the Employee of
termination by the Company (a) For Cause, or (b) Without Cause following receipt
of written notice of termination from Employee pursuant to Section 4.3 of this
Agreement; or
4.5 upon the date set forth in the written notice to the Employee of
termination by the Company Without Cause; or
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4.6 upon delivery to the Company of written notice of termination by
Employee for Good Reason; provided, however, prior to any such termination by
Employee pursuant to this Section 4.6, Employee shall advise the Company in
writing within 10 days of the occurrence of any circumstances that would
constitute Good Reason, and the Company does not cure such circumstances within
15 days following receipt of Employee's written notice. For the avoidance of
doubt, with respect to any specific set of circumstances that may constitute a
basis for Good Reason, if Employee fails to inform the Company in writing, as
provided herein, of the existence of such circumstances, Employee shall
automatically forfeit the right thereafter to categorize such circumstances as
Good Reason and terminate his employment hereunder pursuant to this Section 4.6.
5. COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT
5.1 If Employee's employment is terminated pursuant to Section 4.1 (death),
Section 4.2 (Disability), Section 4.3 (by Employee upon 30 days' notice), or
Section 4.4 (by the Company For Cause), Employee shall be entitled to salary
accrued through the date of termination, any bonus that has been awarded by the
Board and communicated to Employee prior to the date of termination, and no
other benefits other than as required under the terms of employee benefit plans
in which Employee was participating as of the date of termination.
5.2 If Employee's employment is terminated by the Company pursuant to
Section 4.5 (Without Cause) or by Employee pursuant to Section 4.6 (Good
Reason), the following provisions shall be applicable:
5.2.1 Until the later of six months from the date of termination of
employment or March 1, 2013: (a) Employee shall be entitled to continue to
receive, as severance, his salary at the rate in effect upon the date of
termination of employment, payable in accordance with the Company's normal
payroll practices and policies, as if Employee's employment had not terminated;
(b) the Company shall continue to provide the benefits under Section 3.3; and
(c) with each payment under subparagraph (a), the Company shall make an
additional payment in the amount the Company would have paid under Section 3.5
if Employee's employment had not terminated.
5.2.2 To the extent that the Employee has Company-sponsored medical,
dental, or welfare coverage in effect at the date of his termination for
Employee and/or his dependants, and Employee timely elects to continue his
Company-provided group health insurance coverage pursuant to the federal COBRA
law, the Company will reimburse Employee for the cost of such benefits,
including COBRA premiums, at the same level as Employee maintained immediately
prior to termination of employment, until the later of six months from the date
of termination of employment or March 1, 2013.
5.2.3 Employee shall be entitled to no other post-employment benefits
except for benefits payable under applicable benefit plans in which Employee is
entitled to participate pursuant to Section 3.6 hereof through the date of
termination, subject to and in accordance with the terms of such plans, and to
any bonus that has been awarded by the Board and communicated to Employee prior
to the date of termination. For the avoidance of any doubt, Employee's salary
will not increase.
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5.3 Employee acknowledges that in the event of termination of his
employment for any reason, Employee shall not be entitled to any severance or
other compensation from the Company except as specifically provided in Section
5.2. Without limitation on the generality of the foregoing, this Section
supersedes any plan or policy of the Company that provides for severance to its
officers or employees, and Employee shall not be entitled to any benefits under
any such plan or policy.
5.4 As a condition to Employee's right to receive continuation of salary
and other benefits pursuant to Section 5.2 of this Agreement:
5.4.1 Employee must execute and deliver to the Company a written
release, in a form and substance satisfactory to the Company, of any and all
claims against the Company and all directors and officers of the Company with
respect to all matters arising out of Employee's employment by the Company, or
the termination thereof, except for: (a) claims for entitlements under the terms
of this Agreement or plans or programs of the Company in which Employee has
accrued a benefit, and (b) claims for indemnification under the articles of
incorporation or bylaws of the Company, under any indemnification agreement
between the Company and Employee, or under applicable law; and
5.4.2 Employee must not breach any of his covenants and agreements
under Sections 6 and 7 of this Agreement, which continue following termination
of his employment.
5.5 In the event of termination of Employee's employment pursuant to
Section 4.4 (by the Company For Cause), and subject to applicable law and
regulations, the Company shall be entitled to offset against any payments due
Employee the loss and damage, if any, which shall have been suffered by the
Company as a result of the acts or omissions of Employee giving rise to
termination under Section 4.4. The foregoing shall not be construed to limit any
cause of action, claim or other rights, which the Company may have against
Employee in connection with such acts or omissions.
5.6 Employee acknowledges that the Company has the right to terminate
Employee's employment Without Cause at any time; the Company acknowledges that
Employee has the right to terminate his employment for any reason upon 30 days'
written notice; and both parties hereby agree that such termination shall not be
a breach of this Agreement or any other express or implied agreement between the
Company and Employee. Accordingly, in the event of such termination, each of the
Company and Employee shall be entitled only to those benefits and rights
specifically provided for in this Agreement in the event of such termination,
and shall not have any other rights to any compensation or damages for breach of
contract.
5.7 Employee shall have no obligation to offset any payments he receives
from the Company following the termination of his employment by any payments he
receives from his subsequent employer, except that any payments Employee
receives under the employee benefit plans or programs of a subsequent employer
shall offset any payments he receives from comparable employment benefit plan or
program of the Company.
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6. COVENANT NOT TO SOLICIT
6.1 Until the later of (a) the date Employee is no longer receiving
payments from the Company under Section 5.2 of this Agreement and (b) the date
that is one year after the date Employee's employment with the Company
terminates, Employee will not directly or indirectly, either alone or by action
in concert with others, induce or attempt to influence any employee or any
member of the Company to engage in any activity in which Employee is prohibited
from engaging by Section 1.3 of this Agreement or to terminate his or her
employment with the Company.
6.2 Until the date that Employee is no longer receiving payments from the
Company under Section 5.2 of this Agreement, Employee will not directly or
indirectly, either alone or by action in concert with others:
6.2.1 induce or attempt to induce any customer, supplier, licensee or
other business relationship of the Company to cease or reduce its business with
any member of the Company, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relationship and the Company;
or
6.2.2 solicit business from any of the Company's customers that
competes with the business of the Company.
7. CONFIDENTIALITY
Employee agrees not to disclose or use at any time (whether during or after
Employee's employment with the Company) for Employee's own benefit or purposes
or the benefit or purposes of any other Person any information, data, trade
secrets and confidential or proprietary information relating to the business,
operations, assets and liabilities of the Company, including without limitation
all customers' and/or suppliers' identities, characteristics and agreements,
financial information and projections, employee files, business and marketing
plans, sales activities, pricing methodologies, credit and financial data and
financial methods (the "Confidential Material"), provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Employee's breach of this covenant. Employee agrees that upon termination of his
employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company except that he may retain personal notes, notebooks, diaries,
Rolodexes and addresses and phone numbers. Employee further agrees that he will
not retain or use for his account at any time any trade names, trademark or
other proprietary business designation used or owned in connection with the
business of the Company.
8. SPECIFIC PERFORMANCE. Employee acknowledges and agrees that the Company's
remedies at law for a breach or threatened breach of any of the provisions of
Sections 1.3, 6 or 7 hereof would be inadequate and, in recognition of this
fact, Employee agrees that, in the event of such a breach or threatened breach,
in addition to any remedies at law, the Company, without posting any bond, shall
be entitled to obtain equitable relief in the form of specific performance,
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temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.
9. INTELLECTUAL PROPERTY.
All inventions, improvements, ideas, processes, programs, systems, devices,
prototypes, models, plans, designs, drawings, inventions, or similar concepts
("Intellectual Property") created, invented, conceived, or reduced to practice
by Employee while Employee is employed by the Company that are directly or
indirectly related to the Company's business shall be the property of the
Company. The parties hereto intend that all such Intellectual Property is and
shall be considered "works made for hire," as such term is defined under United
States copyright law. To the extent that any of such Intellectual Property does
not qualify as works made for hire, Employee hereby transfers and assigns to the
Company all worldwide right, title, and interest therein and thereto and, at the
request and expense of the Company, Employee agrees to cooperate in the
preparation of, and to execute and deliver to the Company, all applications for
patents and all applications for registration of copyright, trademark or service
xxxx with respect to such Intellectual Property, and all instruments of
assignment or transfer necessary to vest title to such Intellectual Property in
the Company in the United States and abroad.
10. ARBITRATION OF DISPUTES
Any controversy or claim between the Company and Employee relating to
Employee's employment with the Company shall be settled by final and binding
arbitration in accordance with the terms and conditions of a separate agreement
to arbitrate claims signed by the parties.
11. MISCELLANEOUS
11.1 Notices. All notices, requests, demands and other communications
(collectively, "Notices") given pursuant to this Agreement shall be in writing,
and shall be delivered by personal service, courier, facsimile transmission or
by United States first class, registered or certified mail, addressed to the
following addresses:
11.1.1 If to the Company, to:
Signature Eyewear, Inc.
000 X. Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Chairman of the Board
11.1.2 If to Employee, to:
Employee's address as set forth on the books and records
of the Company
Any Notice, other than a Notice sent by registered or certified mail, shall be
effective when received; a Notice sent by registered or certified mail, postage
prepaid return receipt requested, shall be effective on the earlier of when
received or the third day following deposit in the United States mails (or on
the seventh day if sent to or from an address outside the United States). Any
party may from time to time change its address for further Notices hereunder by
giving notice to the other party in the manner prescribed in this Section.
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11.2 Entire Agreement. This Agreement contains the sole and entire
agreement and understanding of the parties with respect to the entire subject
matter of this Agreement, and any and all prior discussions, negotiations,
commitments and understandings, whether oral or otherwise. No representations,
oral or otherwise, express or implied, other than those contained in this
Agreement have been relied upon by any party to this Agreement.
11.3 Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
11.4 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of California without giving effect to the principles of
conflicts of law thereof.
11.5 Captions. The various captions of this Agreement are for reference
only and shall not be considered or referred to in resolving questions of
interpretation of this Agreement.
11.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11.7 Business Day. If the last day permissible for delivery of any Notice
under any provision of this Agreement, or for the performance of any obligation
under this Agreement, shall be other than a business day, such last day for such
Notice or performance shall be extended to the next following business day
(provided, however, under no circumstances shall this provision be construed to
extend the date of termination of this Agreement).
11.8 Advice from Independent Counsel. The parties hereto understand that
this Agreement is legally binding and may affect such party's rights. Each party
represents that to the extent such party believes necessary or appropriate, it
has consulted with legal counsel of its choice regarding the meaning and legal
significance of this Agreement and that it is satisfied with its legal counsel
and the advice received from it.
11.9 Judicial Interpretation. Should any provision of this Agreement
require judicial interpretation, it is agreed that a court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against any Person by reason of the rule of construction
that a document is to be construed more strictly against the Person who itself
or through its agent prepared the same, it being agreed that all parties have
participated in the preparation of this Agreement.
11.10 Section 409A. Notwithstanding the timing of payments set forth in
this Agreement, if the Company determines that Employee is a "specified
employee" within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended, and that, as a result of such status, any portion of the
payment under this Agreement would be subject to additional taxation, the
Company will delay paying any portion of such payment until the earliest
permissible date on which payments may commence without triggering such
additional taxation (with such delay not to exceed six months), with the first
such payment to include the amounts that would have been paid earlier but for
the above delay.
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11.11 No Assignment. Employee may not assign any of his rights or
obligations under this Agreement except that Employee's benefits may be assigned
by will or by the laws of descent and distribution.
11.12 Termination of Existing Employment Agreement. The Existing Employment
Agreement is hereby terminated.
IN WITNESS WHEREOF, this Agreement has been made and entered into as of the
date and year first above written.
SIGNATURE EYEWEAR, INC.
By: /s/ Xxxxxx Xxxxxxx
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Title: Compensation Committee Chairman
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EMPLOYEE
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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