Exhibit 10.1
EMPLOYMENT AGREEMENT
Agreement, dated as of February 14, 2005, by and between Candie's, Inc.
(the "Company") and Xxxxxx Xxxxxx ("Employee") (the "Parties").
WHEREAS, the Company wishes to hire the Employee, for the position of
Executive Vice President, and the Employee has agreed to undertake and perform
the obligations set forth in this Agreement, subject to the terms hereof.
NOW, THEREFORE, in consideration of the promises, covenants and agreements
set forth in this Agreement, the parties agree as follows:
1. Engagement of Employee; Duties. The Company hereby agrees to hire the
Employee, on an exclusive basis, as Chief Financial Officer of the Company to
perform the services mutually agreed to by the Parties and customary of a chief
financial officer of a public company. Employee shall be an executive officer of
the Company and shall report to the Chief Executive Officer of the Company.
2. Time. Employee shall devote substantially all of his professional time
and best efforts to the business affairs of the Company.
3. Term. The Employee's engagement shall commence effective on March 9,
2005, (the "Start Date") and shall continue for two years (the "Term").unless
terminated for cause for any reason by either Party upon 30 days written notice
of the basis for the proposed termination and a reasonable chance to cure.
Employee may terminate this Agreement in the event his title, reporting
relationship or job responsibilities are materially or adversely affected. In
the event the Company elects to terminate this Agreement for any reason other
than that specified herein, Employee shall be entitled to receive his current
salary through the remainder of the term, but no less than one times the
executive's annualized compensation at the time of termination.
4. Compensation. As compensation to the Employee for his services
hereunder, the Company shall pay to the Employee $225,000 for the first year of
the Term and no less than $240,000 for the second year, payable in accordance
with the Company's payroll practices and procedures in effect. The Company shall
pay executive a car allowance of $1,500 per month for the term of this
Agreement. The executive shall be eligible for a bonus as defined in paragraph
6.
5. Fringe Benefits. Employee shall receive the benefits given to other
executive officers of the Company including, but not limited to, major medical,
dental, life insurance, pension including any 401(K) or other profit sharing
plan. Employee shall also be added as an insured under the Company's officers
and directors insurance and all other polices which pertain to officers of the
Company. The Company shall pay for all expenses related to COBRA until such time
as the executive is fully covered under Company's Plan.
6. Bonus. The Employee shall be eligible to participate in the executive
bonus program then in effect. He shall be eligible for a bonus of up to 100% of
his salary to be superseded by the maximum amount available under the Company's
executive bonus plan, if established.
7. Options. The Employee shall be granted options to purchase 200,000
shares of the Company's stock at the price of the stock on or about the Start
Date, which shall vest as follows 100,000 on the Start Date and 100,000 on June
1, 2005.
8. Vacation. The Employee shall be entitled to four weeks of vacation per
year of employment. The Employee shall use his vacation in the calendar year in
which it is accrued.
9. Change of Control. In the event that there comes a time during the Term
hereof that Xxxx Xxxx is not either (i) employed as an executive officer of the
Company or; (ii) a member of the Company's Board of Directors, or (iii) a sale
or merger of the Company with a non-affiliate, upon termination then the
Employee shall be entitled to receive his current compensation through the
remainder of the Term but no less than one times the executive's annualized
compensation at the time of termination.
10. Confidentiality. The Employee shall not divulge to anyone, either
during or at any time after the Term, any information constituting a trade
secret or other confidential information acquired by it concerning the Company,
any subsidiary or other affiliate of the Company, except in the performance of
his duties hereunder, including but not limited to its licensees, revenues,
business systems and processes ("Confidential Information"). The Employee
acknowledges that any Confidential Information is of great value to the Company,
and upon the termination of its engagement the Employee shall redeliver to the
Company all Confidential Information and other data in his possession.
12. Entire Agreement. This Agreement represents and expresses the entire
understanding and agreement between the parties with respect to the subject
matter hereof and may not be modified or terminated except by an agreement in
writing signed by both of the parties hereto.
13. Governing Law; Submissions to Jurisdiction. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with those laws. The Company and
Employee unconditionally consent to submit to the exclusive jurisdiction of the
New York State Supreme Court, County of New York or the United States District
Court for Southern District of New York for any actions, suits or proceedings
arising out of or relating to this letter and the transactions contemplated
hereby (and agree not to commence any action, suit or proceeding relating
thereto except in such courts), and further agree that service of any process,
summons, notice or document by registered mail to the address set forth above
shall be effective service of process for any action, suit or proceeding brought
against the Company or the Employee, as the case may be, in any such court.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first written above.
CANDIE'S,INC.
By: /s/Xxxx Xxxx
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Name: Xxxx Xxxx
Title: President and CEO
/s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Employee
