Exhibit 10.1
AGREEMENT
THIS AGREEMENT is made between Candie's, Inc., a Delaware corporation
("Candie's" or the "Company") and Xxxxxxx X. Xxxxxxxxxx ("Danderline"), an
individual, (together, the "Parties") and is effective as of January 27, 2005.
WHEREAS, Danderline has served as the Executive Vice President, Finance
and Operations since June 2000; and
WHEREAS, Danderline has resigned from his full-time position as
Executive Vice President, Finance and Operations, as of December 31, 2004, but
has agreed to continue to work for the Company part-time through June 30, 2005,
upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Part-Time Services; Term. (a) Danderline agrees that he will continue to
work for the Company on a part-time basis as the Vice President of Finance,
rendering services similar to those as he did while employed on a full-time
basis as Executive Vice President, Finance and Operations, through June 30, 2005
(the "Term"). It is understood and agreed that Danderline, while employed under
this agreement as the Vice President of Finance, shall be the Company's chief
financial and accounting officer until such time as the Company hires a
replacement financial executive to assume these functions.
(b) Danderline agrees to work such days or portions of days as may be
requested by the Company from time to time, but in no event more than one full
day a week in the Company's offices, and the equivalent of one additional day a
week from a remote location. The Company may, at any time and from time to time,
reduce Danderline's hours in its discretion.
(c) Danderline agrees that as Vice President of Finance, if so requested by
the Company, he will certify and execute the financial statements of the Company
for the year ended December 31, 2004, throughout which period he served as the
Executive Vice President, Finance and Operations and was the Company's chief
accounting and financial officer.
2. Compensation. The Company will compensate Danderline on a pro-rata basis
for the days or partial days worked per week at a rate of $225,000, which was
his salary at the time of his resignation from his full-time position. It is
understood and agreed that consistent with the terms of the agreements governing
the previous grants by the Company to Danderline of options to purchase shares
of common stock of the Company, any unexercised options will expire 90 days
after the end of the Term.
3. Indemnification. (a) The Company hereby agrees to hold Danderline
harmless and indemnify him to the full extent as set forth in the Company's
By-Laws against any and all judgments, fines, penalties, obligations,
liabilities or amounts paid in settlement, and expenses, including fees of legal
counsel, actually and reasonably incurred by him or on his behalf by reason of
the fact that he (i) is or was an officer or employee of the Company, or (ii)
while serving as an officer or employee of the Company at any time becomes, or
is threatened to be made, a party, witness or other participant, of any dispute
or litigation, so long as Danderline acted in good faith and in a manner that he
reasonably believed to be in the best interests of the Company and is at no time
found to have acted in a manner that was grossly negligent or reckless or been
engaged in willful misconduct.
(b) The Company shall not be liable to indemnify Danderline for any
settlement of any action effected without the Company's party's prior written
consent to any such settlement, which consent shall not be unreasonably
withheld.
(c) Legal counsel as used in this Agreement, shall mean a law firm or
member of a law firm selected by the Company and approved by Danderline (which
approval shall not be unreasonably withheld).
4. Governing Law. This Agreement shall be governed by and interpreted and
enforced in accordance with the internal laws of the State of Delaware. The
Parties agree that in the event of any dispute hereunder they will submit
themselves to the exclusive jurisdiction of the courts sitting within the City
of New York.
5. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, and personal and legal
representatives.
6. Entire Agreement. This Agreement represents the entire agreement between
the Parties hereto, and there are no other agreements, contracts or
understandings between the Parties hereto with respect to the subject matter of
this Agreement, except as specifically referred to herein.
7. Amendment and Termination. No amendment, modification, waiver,
termination or cancellation of this Agreement shall be effective for any purpose
unless set forth in writing signed by both Parties hereto.
8. Survival of Rights. The rights conferred on Danderline by this Agreement
shall continue after he has ceased to be an employee to the Company and shall
inure to the benefit of his heirs, executors and administrators.
9. Counterpart Signatures. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes e deemed to be an original
but all of which together shall constitute one and the same agreement. Only one
such counterpart signed by the Party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.
10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be addressed to the Company, or
Danderline, as applicable, at the address shown on the signature page to this
Agreement or as either Party may designate for itself and provide to the other
Party in writing. Faxes and e-mails that have indicia of confirmation of receipt
are sufficient notice hereunder.
CANDIE'S INC. XXXXXXX X. XXXXXXXXXX
/s/ Xxxx Xxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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By: Xxxx Xxxx An Individual
Its: Chief Executive Officer
