EMPLOYMENT AGREEMENT
XXXX X. XXXXXXXX ("Employee"), is presently employed by
FREDERICK'S OF HOLLYWOOD, INC., a Delaware corporation
("Company"), serving under an "at will" arrangement as Company's
Executive Vice President, Chief Financial Officer and
Administrative Officer, reporting to the Chairman of the Board,
President and Chief Executive Officer ("CEO"). In consideration
of Employee's continued employment, Company and Employee hereby
enter into this employment agreement ("Agreement") as follows:
1. Employee accepts continued "at will" employment by
Company upon the same terms and conditions as have existed prior
to the date of this Agreement, except as modified hereby.
Employee's present annual compensation is $173,500.00, and this
amount, or the amount fixed from time to time by the Compensation
Committee of the Board on the recommendation of CEO is the "Base
Compensation" for purposes of this Agreement.
2. If Employee is terminated for any reason during a
period of twelve months following the occurrence of an "Event" as
defined at Section 3, or voluntarily terminates his employment
(i) during the period commencing at the end of the sixth month
following an Event and ending at the expiration of the twelfth
month following an Event, or (ii) at any time following an Event
for "Good Reason" as defined in Section 4, Employee shall receive
a lump sum amount in addition to any compensation otherwise due
him, equal to one year's Base Compensation and, for one year
following termination, free participation in any employee
insurance, medical or dental plans ("Benefit Plan(s)") in which he
participated immediately prior to termination, or in a substitute
benefit plan or plans substantially equivalent to such Benefit
Plan(s).
3. The occurrence of any one or more of the following
shall constitute an "Event" for the purposes of this Agreement:
a. If any person (other than any person who as of the
date hereof is the beneficial owner of ten percent (10%) or more
of the Company"s voting securities), or group of persons acting
in concert becomes the beneficial owner of thirty percent (30%)
or more of the Company's outstanding voting securities or
securities convertible into such amount of voting securities; or
b. The shareholders of Company approve (i) a merger
or consolidation of the Company with any other corporation, (ii)
a plan of complete liquidation of Company, or (iii) an agreement
for the sale or disposition by Company of all or substantially
all of Company's assets. However, no merger or consolidation
shall be deemed an Event if the voting securities of Company
outstanding immediately prior to a merger or consolidation
continue to represent at least eighty percent (80%) of the
combined voting power of the voting securities of Company, or any
surviving entity, outstanding immediately thereafter.
4. Following an Event, unless corrected within fifteen
(15) days of written notice from Employee to Company, "Good
Reason" for Employee to voluntarily terminate employment means
any adverse alteration in the nature or status of Employee's
responsibilities from those in effect immediately preceding an
Event; any reduction by Company in the Employee's Base
Compensation; a relocation of Employee to an employment site more
than thirty (30) miles from his present employment location;
requiring Employee to travel on Company business to an extent
substantially inconsistent with Employee's business travel
obligations prior to an Event, or the failure by Company to
continue: (i) any Benefit Plan or any substitute plan adopted
following an Event, or (ii) Employee's participation therein on a
basis not materially less favorable both in terms of the amount
of benefits provided and the level of Employee's participation
relative to other participants.
5. This Agreement: (i) shall be construed under the law of
contracts of the State of California; (ii) merges in it all prior
representations and negotiations, and is the final, exclusive
statement of the terms and conditions of agreement; (iii) may not
be amended or contradicted except by a later writing signed by
the party to be charged: (iv) shall not be assignable without
written consent of all parties; (v) shall benefit and bind each
party's successor, of whatever legal description; (vi) may be
executed in counterparts, which nevertheless constitute one and
the same agreement, and (vii) is deemed the joint legal product
of all parties, no matter the draftsman's identity. Employee's
continued employment shall not constitute consent to, or a waiver
of rights hereunder, nor shall Employee be required to mitigate
the amount of any payment or benefit under this Agreement by
seeking other employment, or otherwise. Company has no right to
offset any Benefit Plan payment, Employee debt to Company, or
any subsequent earnings or benefits of Employee from any source
against any consideration due employee hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement
on April 19, 1996.
FREDERICK'S OF HOLLYWOOD, INC. EMPLOYEE:
By /s/ Xxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxx
XXXXXX XXXXXXX, its XXXX X. XXXXXXXX
Chairman or the Board,
President and Chief
Executive Officer
