EXHIBIT 10.24
SUPPLEMENTAL EMPLOYMENT AGREEMENT
THIS SUPPLEMENTAL EMPLOYMENT AGREEMENT (this "Agreement"), entered into
as of the 31st day of March, 2002, is made by and between GFSI, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXXX, an individual ("Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and Executive wish to supplement their Employment
Agreement dated as of the 27th day of February, 1997 (the "Original Employment
Agreement");
WHEREAS, Executive is actively involved in the business of the Company,
and a member of the Board of Directors;
WHEREAS, the Company desires to memorialize its agreement with the
Executive concerning the Executive's service to the Company;
NOW, THEREFORE, in consideration of the promises, the covenants and the
agreements contained herein, the parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby retains the Executive as an employee of
the Company, and the Executive hereby agrees to serve the Company in such
capacity as may be requested by the Board of Directors from time to time, for a
term commencing as of January 1, 2007 (the "Effective Date") and ending on the
tenth (10th) anniversary of the Effective Date of this Agreement. The Executive
shall be accessible to the Company and shall undertake and perform such services
as are reasonably requested by the Company's Board of Directors. Notwithstanding
the foregoing, the Company acknowledges that the Executive has historically
taken, and will continue to take, frequent and lengthy vacations. Accordingly,
the Company understands that the Executive will not undertake a full-time work
schedule.
2. SALARY. During the term of this Agreement, the Company will pay
Executive an annual salary (the "Salary") as set forth on EXHIBIT A attached
hereto, payable in substantially equal monthly or more frequent installments.
3. BENEFITS. During the term of this Agreement, the Executive will receive
the same benefits as are provided to the Executive prior to the date hereof with
the additional benefits set out in this SECTION 3 (A) AND (B); PROVIDED,
HOWEVER, that the Executive shall not receive any (i) stock options or (ii)
bonuses, unless approved by the Board of Directors.
(a) During the term of this Agreement and to the extent that Executive
serves the Company in the capacity of Chief Executive Officer and/or chairman of
the
Board of Directors, the Company agrees to provide Executive with office space
reasonable to carry out his duties under this Agreement.
(b) During the term of this Agreement and to the extent that Executive
serves the Company in the capacity of Chief Executive Officer and/or Chairman of
the Board of Directors, the Company agrees to provide Executive with monthly
payments in an amount up to a maximum of $1,000 to be used solely for the lease
of a company automobile. In the event that Executive chooses to purchase the
leased automobile from Company, the purchase price shall be the book value as
carried by the Company on its books, PROVIDED, HOWEVER, that such book value
approximates the current fair market value at the time of the purchase, and
provided that the Company incurs no loss on such sale.
4. EXPENSES. The Company shall reimburse the Executive for such ordinary,
necessary and reasonable business expenses as are advanced by him in the
performance of his services hereunder; but such expenses shall be substantiated
by the Executive in writing to the reasonable satisfaction of the Company.
Notwithstanding the preceding sentence, the Company shall not reimburse the
Executive for any commuting expenses to or from the Company or any of its
facilities.
5. TERMINATION. (a) If the Executive resigns or otherwise voluntarily
ceases employment with the Company during the term of this Agreement, then the
Company will have no obligation to make any payments described on EXHIBIT A to
this Agreement that are scheduled to be made after the effective date of
Executive's voluntary termination.
(b) If the Executive is materially incapacitated from fully performing
Executive's duties pursuant to this Agreement by reason of illness or other
incapacity, all of the payments described on EXHIBIT A will be paid to the
Executive on the schedule set forth in EXHIBIT A.
(c) If the Executive dies, all of the payments described on EXHIBIT A
will be paid to the Executive's heirs on the schedule set forth in EXHIBIT A.
6. INVENTIONS, ETC. The Executive agrees that all inventions conceived of
or developed by the Executive during the term of his employment with the
Company, whether alone or jointly with others and whether during working hours
or otherwise, which relate to the business or interests of the Company, or any
business or other company in which the Company or Holdings now or hereafter has
an ownership interest, shall be the Company's exclusive property. The Executive
shall (i) promptly disclose in writing to the Company each invention, conceived
or developed by the Executive during the term of his employment with the
Company, (ii) assign all rights to such inventions to the Company and (iii)
assist the Company in every way to obtain and protect any patents, trademarks or
copyrights on such inventions.
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7. NOTICES. Any notice, request, consent or communication (collectively a
"Notice") under this Agreement shall be effective only if it is in writing and
(i) personally delivered, (ii) sent by certified or registered mail, return
receipt requested, postage prepaid, (iii) sent by a nationally recognized
overnight delivery service for next day delivery, with delivery confirmed, or
(iv) telecopied, with receipt confirmed, addressed as follows:
a. If to Executive:
Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, Xxxxxx 00000
b. If to the Company to:
GFSI, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier: 000-000-0000
with a copy to:
GFSI Holdings, Inc.
c/o The Jordan Company
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: A. Xxxxxxx Xxxxxx, Xx.
Telecopier: 000-000-0000
or such other persons or addresses as shall be furnished in writing by either
party to the other party. A Notice shall be deemed to have been given as of the
date when (i) personally delivered, (ii) three days after the date when
deposited with the United States mail properly addressed, (iii) when receipt of
a Notice sent by an overnight delivery service is confirmed by such overnight
delivery service, or (iv) when receipt of the telecopy is confirmed, as the case
may be, unless the sending party has actual knowledge that a Notice was not
received by the intended recipient.
8. ASSIGNMENT. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns, but neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by Executive.
9. ATTORNEYS' FEES. If any legal action or other proceeding is commenced to
enforce or interpret any provision of, or otherwise relating to, this Agreement,
the losing party shall pay the prevailing party's reasonable expenses incurred
in the investigation of
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any claim leading to the proceeding, preparation for and participation in the
proceeding, any appeal or other post judgment motion, and any action to enforce
or collect the judgment, including contempt, garnishment, levy, discovery and
bankruptcy. "Expenses" shall include, without limitation, court or other
proceeding costs and experts' and attorneys' fees and their expenses. The phrase
"prevailing party" shall mean the party who is determined in the proceeding to
have prevailed and who prevails by dismissal, default or otherwise.
10. GOVERNING LAW. This Agreement shall be governed by the law of the State
of Missouri as to all matters, including, but not limited to, matters of
validity, construction, effect and performance, except that no doctrine of
choice of law shall be used to apply any law other than of Missouri.
11. SEVERABILITY. The Company and Executive believe the covenants contained
in this Agreement are reasonable and fair in all respects, and are necessary to
protect the interests of the Company and Executive. However, in case any one or
more of the provisions or parts of a provision contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement or
any other jurisdiction, but this Agreement shall be reformed and construed in
any such jurisdiction as if such invalid, illegal or unenforceable provision or
part of a provision had never been contained herein and such provision or part
shall be reformed so that it would be valid, legal and enforceable to the
maximum extent permitted in such jurisdiction.
12. NEUTRAL INTERPRETATION. This Agreement constitutes the product of the
negotiation of the parties hereto and the enforcement hereof shall be
interpreted in a neutral manner, and not more strongly for or against either
party based upon the source of the draftsmanship hereof.
13. SUPPLEMENTAL INTENT OF AGREEMENT. This Agreement is intended to
supplement the Original Employment Agreement, and not to amend or supersede it.
The Original Employment Agreement remains in full force and effect through its
term.
14. MISCELLANEOUS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The section headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Subject to Section
13 of this Agreement, (i) this Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and may not be modified orally, but only by a writing subscribed by the
party charged therewith; (ii) there are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein; and (iii) this Agreement supersedes
all prior agreements and understandings (whether oral or written) between the
parties with respect to such subject matter.
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IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement the date first hereinabove set forth.
COMPANY:
GFSI, INC.
By /s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
EXHIBIT A
SALARY
------
YEAR SALARY
---- ------
March 1, 2007 - February 29, 2008 $120,000
March 1, 2008 - February 28, 2009 $120,000
March 1, 2009 - February 28, 2010 $120,000
March 1, 2010 - February 28, 2011 $120,000
March 1, 2011 - February 29, 2012 $120,000
March 1, 2012 - February 28, 2013 $120,000
March 1, 2013 - February 28, 2014 $120,000
March 1, 2014 - February 28, 2015 $120,000
March 1, 2015 - February 28, 2016 $120,000
March 1, 2016 - February 28, 2017 $120,000
