CORGI INTERNATIONAL LIMITED EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT FOR GEORGE B. VOLANAKIS
Exhibit
4(c)(7)
CORGI
INTERNATIONAL LIMITED
EXECUTIVE
EMPLOYMENT AGREEMENT AMENDMENT
FOR
XXXXXX
X. XXXXXXXXX
This
Executive Employment Agreement Amendment (“Amendment”) is entered into as of
September 26, 2005 (the “Amendment Date”), by and between Xxxxxx X. Xxxxxxxxx
(“Executive”) and Corgi International Limited, formerly known as Zindart
Limited, a Hong Kong corporation (the “Company,” and together with its
subsidiaries, the “Group”).
Whereas,
the
Group and Executive are parties to an Executive Employment Agreement dated
February 13, 2004 (the “Agreement”); and
Whereas,
the
Group and Executive mutually desire to amend the Agreement;
Now,
Therefore,
in
consideration of the mutual promises and covenants contained herein, it is
hereby agreed by and between the parties hereto as follows:
1. Definitions.
1.1 Contractual
Terms.
All
terms within this Amendment have the same meaning as defined in the Agreement,
unless specifically defined otherwise.
1.2 Entire
Agreement.
This
Amendment, together with the Agreement and Proprietary Information Agreement,
constitutes the entire agreement between Executive and the Group. Except as
specifically agreed herein, terms of the Agreement remain in effect and are
unchanged.
2. Employment
by the Group.
2.1 Title
and Responsibilities.
In
addition to the title and responsibilities stated in the Agreement, the Company
agrees to employ Executive in the position of Chief Executive Officer, and
Executive hereby accepts such employment, effective as of the Amendment Date.
Executive will report directly to the Chairman of the Group (the
“Chairman”).
3. Compensation
and Benefits.
3.1 Bonus
Compensation.
Executive shall be eligible to receive a bonus payment of up to fifty percent
(50%) of his base salary, subject to the Group’s satisfactory attainment of
financial goals and bonus plan to be presented by the executive for approval
by
the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”) no later than March 1 of each year.
3.2 Stock;
Stock Option.
The
Compensation Committee shall grant Executive an option to purchase Two Hundred
Thousand (200,000) American Depositary Shares of the Company (the “Second
Option”) at the fair market value of said shares on the date of the grant. The
Second Option shall vest over a six (6) month period, assuming Executive remains
employed with the Group during such period. The Second Option will be governed
by the terms of the Group’s employee stock option plan and the Group’s standard
form of stock option agreement issued thereunder.
4. Term;
Termination Of Employment.
4.1 Term.
Unless
terminated earlier, this agreement will terminate on the date of the Company’s
annual general shareholders meeting (“AGM”), and will be reviewed for renewal by
the Compensation Committee 120 days prior to the AGM. Executive’s employment
with the Company will continue to be at will, as set forth in the
Agreement.
4.2 Termination
Without Cause.
If the
Company terminates Executive’s employment at any time prior to the end of the
Term, without Cause, Executive shall be entitled to a severance payment equal
to
six (6) months of his then current base salary.
4.3 Termination
Related to Change of Control (Success Fee).
If the
Company terminates Executive’s employment subsequent to an event in which the
Group is sold, or a controlling interest of the outstanding shares of the Group
is transferred to a third party, Executive shall be entitled to the greater
of a
severance payment equal to twelve (12) months of his then current base salary
or
one percent (1%) of the transaction value. For avoidance of doubt, the Company
agrees to terminate Executive’s employment subsequent to such an
event.
4.4 Withholdings;
Release.
All
amounts payable to Executive under Sections 4.2 or 4.3 above shall be
reduced by the amount of all required and designated payroll deductions and
withholdings, and shall be conditioned on Executive delivering to the Group
a
signed and effective general release of claims in a form acceptable to the
Company.
5. General
Provisions.
5.1 Entire
Agreement.
Except
as modified in this Amendment, the Agreement shall remain in full force and
effect. This Amendment, together with the Agreement and the Proprietary
Information Agreement, constitutes the entire agreement between Executive and
the Group and supersedes any and all prior agreements, promises, representations
or statements, written or otherwise, between Executive and the Group (other
than
the Agreement or Proprietary Information Agreement), with regard to these
subject matters. It is entered into without reliance on any promise,
representation, statement or agreement other than those expressly contained
or
incorporated herein, and it cannot be modified or amended except in a writing
signed by Executive and the Chairman of the Company.
5.2 Counterparts.
This
Amendment may be executed in separate counterparts, any one of which need not
contain signatures of more than one party, but all of which taken together
will
constitute one and the same Amendment.
5.3 Headings.
The
headings of the sections hereof are inserted for convenience only and shall
not
be deemed to constitute a part hereof nor to affect the meaning
thereof.
In
Witness Whereof,
the
parties have executed this Amendment effective as of the date first above
written.
CORGI
INTERNATIONAL LIMITED
By: /s/
C.
Xxxx
Xxxxxx
C.
Xxxx
Xxxxxx
Chairman,
Corgi International Limited
Accepted
and Agreed
/s/ Xxxxxx X.
Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
