EXHIBIT 10.17.1
AMENDMENT NO. 1
TO THE EMPLOYMENT AGREEMENT
OF
XXXX X. XXXXXXXXXX
THIS AMENDMENT (the "Amendment") is entered into as of May 5, 2003, by
and between Vans, Inc., a Delaware corporation ("Vans"), and Xxxx X. Xxxxxxxxxx,
an individual, with respect to the following facts:
A. The parties previously executed and delivered that certain
Vans, Inc. Employment Agreement, dated as of June 1, 2002 (the "Employment
Agreement"); and
B. On May 5, 2003, the Compensation Committee of the Board of
Directors of Vans approved certain changes to the Employment Agreement and
authorized and directed the executive officers of Vans to execute and deliver an
amendment to the Employment Agreement which memorializes such changes.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments to the Employment Agreement. Sections 11.1 and 11.4
of the Employment Agreement are hereby deleted in their entirety and the
Sections attached hereto as Exhibit A are substituted therefor.
2. Remaining Provisions of the Employment Agreement. Except as
specifically set forth herein, the Employment Agreement shall be deemed
unchanged and remain and continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of May 5, 2003.
Vans, Inc.
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxxxxxx
------------------------------- -------------------------------
Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
and General Counsel
EXHIBIT A
NEW SECTIONS 11.1 AND 11.4 TO THE EMPLOYMENT AGREEMENT
11.1 "At Will" Employment. This Agreement, and Employee's employment, is at
will, and the Company may, with or without notice, terminate this Agreement and
all of the Company's obligations hereunder with or without "Cause." Employee may
also terminate this Agreement at any time, for any reason, upon the giving of
thirty (30) days' written notice to the Company; provided, however, the Company
may waive all or any portion of such notice period in its sole and absolute
discretion. Termination by the Company for "Cause" means termination due to (i)
Employee's conviction of a felony (which, through the lapse of time or otherwise
is not subject to appeal) involving an act of fraud, dishonesty, or moral
turpitude; (ii) Employee's material refusal without proper cause to perform
adequately his obligations under this Agreement or follow the instructions of
his supervisor(s), after reasonable written notice and an opportunity to cure
within thirty (30) days of Employee's receipt of such notice; (iii) Employee's
knowing material breach of his fiduciary duty of loyalty as an executive officer
of the Company; (iv) Employee's material failure to adhere to the code of
conduct and rules set forth in the Company's Employee Handbook, as amended or in
existence from time to time, after reasonable written notice and an opportunity
to cure within thirty (30) days of Employee's receipt of such notice; (v) the
death or disability of Employee; or (vi) the voluntary termination by Employee
of his employment, except for "Good Reason" (as defined in Paragraph 11.3
hereof).
11.4 Severance Compensation. In the event (i) Employee terminates this Agreement
for Good Reason in accordance with Paragraph 11.3 hereof; or (ii) Employee is
terminated without Cause, the Company shall be obligated to pay severance
compensation to Employee in an amount equal to 1.99 times the sum of (a)
Employee's then current salary compensation plus (b) the highest amount of
bonuses earned by Employee in any fiscal year during the three fiscal years
immediately prior to such termination, or during the three fiscal years
immediately prior to the effective date of this Agreement (June 1, 2002), and
such severance compensation shall be "grossed up" for all federal and state
taxes payable thereon. In the event Employee is terminated without Cause, or
terminates this Agreement for Good Reason, within three (3) years of a "Change
in Management or Control" (as such term is defined in Paragraph 11.5 hereof),
the Company shall be obligated to pay severance compensation to Employee in an
amount equal to 2.99 times the sum of (a) Employee's then current salary
compensation, plus (b) the highest amount of bonuses earned by Employee in any
fiscal year during the three fiscal years prior to the Change in Management or
Control, or in any fiscal year in the three-year period immediately prior to the
effective date of this Agreement (June 1, 2002), and such severance compensation
shall be "grossed up" for all federal and state taxes payable thereon. In the
event that Employee is entitled to receive severance compensation pursuant to
this
Paragraph 11.4, Employee shall have the option, in his sole discretion, to
receive such severance compensation in one lump sum. Additionally, if Employee
is entitled to receive severance compensation pursuant to this Paragraph 11.4,
Employee (a) shall be entitled to exercise the vested portion of any of his
Company stock options for a period of eighteen (18) months after the date of
termination and (b) the Company shall pay the reasonable cost of outplacement
services for Employee and also pay Employee (i) all compensation for services
rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii)
any appropriate business expenses incurred by Employee in connection with his
duties hereunder and approved pursuant to Section 4 hereof, all through the date
of termination. In addition, if Employee is terminated for any reason or resigns
his employment for any reason, he is entitled to received prompt payment of any
and all amounts earned but not yet paid under the Company's Long Term Executive
Bonus Plan.
