Exhibit 10.80
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of March 4, 2002, by and between
Xxxxxxxx-Sonoma, Inc., a California corporation, having its principal place of
business at 0000 Xxx Xxxx Xxx., Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (the "Company"),
and Xxxxxxx Xxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company proposes to employ the Executive as President --
Xxxxxxxx-Sonoma Brand; and
WHEREAS, the Company and the Executive desire to set forth certain
terms and conditions of such employment.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the Company and the Executive agree
as follows:
1. Employment.
The Company hereby agrees to employ the Executive as President
-- Xxxxxxxx-Sonoma Brand, and the Executive hereby agrees to accept
such employment with the Company. Except as set forth in this
Agreement, such employment shall be on an "at will" basis. The term of
this Agreement (the "Employment Period") shall be for an initial period
of three years commencing on March 4, 2002 (the "Commencement Date"),
and ending on March 3, 2005 with additional terms thereafter of one
year, until the Executive terminates his employment or his employment
is terminated by the Company.
Duties.
(a) The Executive shall serve during the Employment Period as
President -- Xxxxxxxx-Sonoma Brand, reporting to the Chief Executive Officer.
The Executive agrees that in such position he shall perform such duties and
functions as are commensurate with his status as President -- Xxxxxxxx-Sonoma
Brand as may from time to time be determined or directed by the Chief Executive
Officer. The Executive shall devote substantially all of his working time,
attention, skill, and efforts to the performance of his duties hereunder. It is
understood and
agreed that nothing herein shall prevent the Executive from managing his passive
personal investments (subject to applicable Company policies on permissible
investments), and (subject to applicable Company policies) participating in
charitable and civic endeavors, so long as such activities do not interfere in
more than a de minimus manner with the Executive's performance of his duties
hereunder. The services to be performed by the Executive pursuant to the terms
of this Agreement shall be rendered principally at the Company's principal
offices; provided, however, that the Executive agrees to travel for reasonable
periods of time for business purposes whenever such travel is necessary or
appropriate to the performance of his duties hereunder.
(b) The Executive shall also serve, if requested to do so, as
an officer and director of subsidiaries and affiliates of the Company without
additional compensation.
2. Compensation and Benefits. As full compensation for his services
hereunder during the Employment Period, and subject to all the provisions
hereof:
(a) The Company shall pay the Executive, in accordance with
its normal payroll practices and subject to required withholding, a salary
calculated at such rate per annum as may be fixed by the Compensation Committee
of the Company's Board of Directors from time to time, but in no event at a rate
of less than $500,000 per annum ("Base Salary").
(b) The Executive shall be eligible to participate in all
bonus, incentive and equity plans that are maintained by the Company from time
to time for its senior executive employees in accordance with the terms of such
plans at the time of participation. The amount of any bonus payable under any
such plan will be 50% of the Executive's Base Salary at "target," as determined
by the Compensation Committee of the Company's Board of Directors based upon the
Executive's achievement of pre-agreed upon objectives. For the Company's 2002
fiscal year, such bonus will be prorated to reflect the percentage of time
worked during such fiscal year, and, provided that the Executive has been
employed by the Company continuously through the date of payment, will be
payable in April, 2003. During the Employment Period, the Executive shall be
eligible to participate in all pension, welfare and fringe benefit plans, as
well as perquisites, maintained by the Company from time to time for its senior
executive employees in accordance with their respective terms as in effect from
time to time. In addition, during the Executive's active employment, the Company
shall provide the
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Executive with life insurance, with its group term life insurance plan or
otherwise, on the life of the Executive for the benefit of his designated
beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence
of insurability).
(c) The Executive shall be entitled to three weeks vacation
for each fiscal year during the Employment Period to be taken at such time as
mutually convenient to the Executive and the Company. Unused vacation shall be
carried forward according to the Company's policy. In addition, the Executive
shall be entitled to ten days paid holidays a year, including six holidays and
four floating holidays.
(d) On March 4, 2002, Executive shall be granted a stock
option for an aggregate of 200,000 shares of the Company's common stock at a
price per share equal to the closing price of the Company's Common Stock on the
New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative
installments, with 1/5th being exercisable on each of the first, second, third,
fourth and fifth anniversary of the date of such option.
(e) The Company shall reimburse the Executive in accordance
with its relocation policy for costs incurred in relocating to the San Francisco
area.
(f) After thirty days of employment, the Executive will be
eligible to be included in the Company's Associate Stock Incentive Plan, as such
Plan shall be in effect from time to time.
(g) Effective on the Executive's first day of employment, he
will receive health coverage, including medical, dental and vision benefits,
together with sick pay, long term and short term disability insurance,
travel/accident insurance, jury/witness duty pay, bereavement leave and tuition
reimbursement. In addition, the Executive will be entitled to up to $2,500 per
year for reimbursement of medical expenses not covered by the Company's health
plan.
(h) The Executive is eligible for a discount of 40% on catalog
and retail merchandise purchases (except a 20% discount on electrics and sale
merchandise) effective on his first day of employment.
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(i) The Executive is eligible to participate in the Company's
deferred compensation plan, pursuant to which he may defer up to 100% of his
Base Salary and bonus through the Company's deferral program.
(j) The Executive will receive a $500 per month car allowance
and will be charged $100 per month for parking.
4. Corporate Ethics Policy and Agreement. As a condition to his
employment, the Executive has received a copy of the Company's
Corporate Ethics Policy and Agreement which he has executed
concurrently with his execution of this Agreement. The Executive
understands that his execution of the Policy and Agreement was a
material inducement to his employment by the Company and will be
strictly enforced.
5. Indemnification. The Company agrees that the Executive shall be
entitled to the benefits of the indemnity provisions set forth in the By-laws
from time to time in accordance with their terms both during his employment and
thereafter with regard to his actions as an officer or director of the Company.
In addition, the Company agrees to continue in effect for the benefit of the
Executive during the Employment Period directors' and officers' liability
insurance of the type and in the amount currently maintained by the Company to
the extent such insurance is available at a premium cost which the Company
considers reasonable and, thereafter, with regard to his prior activities as an
officer or director, such insurance as is maintained for active directors and
officers.
6. Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs (in the
case of the Executive) and permitted assigns. This Agreement is personal to the
Executive, and neither this Agreement nor any rights hereunder may be assigned
by the Executive. No rights or obligations of the Company under this Agreement
may be assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred pursuant to a merger or consolidation
in which the Company is not the continuing entity, or pursuant to a sale of all
or substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities,
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obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law.
7. Dispute Resolution. In the event that a controversy shall arise
between the Company and the Executive during the Employment Period which they
are unable to resolve within 21 days through good faith negotiations, either
party may submit the controversy to a mutually-selected mediator and attempt in
good faith to resolve the matter through mediation. Only after the parties are
unable to resolve the controversy through mediation, either party may then
submit the controversy to a court of competent jurisdiction for resolution.
8. Notice. Any notice to either party hereunder shall be in writing,
and shall be deemed to be sufficiently given to or served on such party, for all
purposes, if the same shall be personally delivered to such party, or sent to
such party by registered mail, postage prepaid, at, in the case of the Company,
the address first given above and, in the case of the Executive, his principal
residence address as shown in the records of the Company. Notices to the Company
shall be addressed to the General Counsel. Either party hereto may change the
address to which notices are to be sent to such party hereunder by written
notice of such new address given to the other party hereto. Notices shall be
deemed given when received if delivered personally or three days after mailing
if mailed as aforesaid.
9. Applicable Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California applicable
to contracts to be performed therein.
10. Miscellaneous.
(a) This Agreement represents the entire understanding of the
parties hereto and supersedes any prior understandings or agreements between the
parties. The terms and provisions of this Agreement may not be modified or
amended except in a writing signed by both parties.
(b) No waiver by either party of any breach by the other party
of any condition or provision contained in this Agreement to be fulfilled or
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or
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subsequent time. Except to the extent otherwise specifically provided herein,
any waiver must be in writing and signed by the Executive or an authorized
officer of the Company, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of March 4, 2002.
XXXXXXXX-SONOMA, INC.
By: /s/ Xxxx X. Xxxxxxx
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/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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