EXHIBIT 10.25
EMPLOYEE RETENTION AGREEMENT
THIS EMPLOYEE RETENTION AGREEMENT (this "Agreement") is made as of this
First day of February, 2000, by and between GARGOYLES, INC., a Washington
corporation (the "Company"), and XXXXXXX X. XXXX ("Employee").
RECITAL
The Company desires to retain the services of Employee to assist in the
continued restructure and growth of the Company and to provide for severance in
the event of a change in control of the Company, and Employee is willing to
assist in such efforts.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:
1. CHANGE IN CONTROL. For purposes of this Agreement, a Change in
Control shall mean the earliest date upon which one of the following occurs:
(i) the sale or other disposition of all or substantially all of the assets of
the Company, except pursuant to a proceeding involving a foreclosure and
liquidation of the assets, (ii) the sale or other transfer of voting securities
representing a majority of the votes entitled to be cast for the election of
directors of the Company, (iii) the sale or other transfer of a majority of the
value of the equity of the Company, or (iv) a merger, consolidation,
reorganization or other similar transaction involving the Company.
2. BONUS UPON A CHANGE IN CONTROL. Upon the occurrence of a Change in
Control which occurs on or before January 31, 2001, Employee shall have earned
a bonus of One Hundred Sixty-Five Thousand Dollars ($165,000), payable upon the
date of the occurrence of the Change in Control.
3. SEVERANCE. If prior to January 31, 2001, Employee's employment with
the Company is terminated for any reason other than for cause or due to the
death or voluntary resignation of Employee, the Company shall pay Employee
severance in the amount of One Hundred Sixty-Five Thousand Dollars ($165,000)
payable on the date of termination of Employee's employment with the Company.
If Employee has received the consideration set forth in Section 2 hereof due to
a Change in Control, then no severance shall be due and payable to Employee
under this Section 3.
IN WITNESS WHEREOF, the parties hereto have executed this Employee
Retention Agreement as of the date set forth above.
GARGOYLES, INC.
/s/ Xxx Xxxxxxxxxxx
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Xxx Xxxxxxxxxxx, CEO and CFO
/s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXX
