EXHIBIT 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
as of this 20th day of March 2006, by and between Logicom Inc., a Nevada
corporation (the "Company"), and Xxxx Xxxxx, an individual (the "Executive").
Company or Executive are sometimes referred to herein as a "party," or
collectively, as the "parties".
RECITALS
WHEREAS, Executive previously served as the President and Chief Executive
Officer of Skin Shoes, Inc., a Delaware corporation ("Skins");
WHEREAS, Skins is a party to that certain Share Exchange Agreement dated
November 2, 2005, as amended on February 1, 2006, by and among the Company,
Skins and all of the stockholders of Skins (the "Share Exchange Agreement);
WHEREAS, upon the closing of the transactions contemplated by the Share
Exchange Agreement, Skins shall become a wholly-owned subsidiary of the Company;
and
WHEREAS, pursuant to Sections 8.1(g) and 8.2(c) of the Share Exchange
Agreement, the execution of this Agreement by and between the Company and
Executive is a condition to the consummation of the transactions contemplated by
the Share Exchange Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, it is
hereby agreed by and between the parties hereto as follows:
1. Employment and Duties
1.1 Employment. The Company hereby employs Executive as the President and
Chief Executive Officer of the Company and Executive hereby accepts such
employment as of the date hereof pursuant to the terms, covenants and conditions
set forth herein. Executive shall report directly to the Board of Directors of
the Company.
1.2 Duties. During the Term of this Agreement, Executive shall serve as
the Company's President and Chief Executive Officer, and, in such capacities,
shall perform the duties and functions commensurate with such positions and such
other duties and functions consistent with his status as a senior executive
officer of the Company as may be assigned by the Company's Board of Directors.
Executive's authority shall at all times be subject to the policies and
directives of the Company's Board of Directors.
1.3 Relocation. Executive will relocate from Tel-Aviv, Israel with his
family to the Greater New York Area to manage and run the business. The Company
will pay up to $20,000.00 to cover moving and relocation expenses for Executive
and his family.
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1.4 Time and Efforts. Executive shall devote his best efforts, energies,
skills and attention to the business and affairs of the Company. Executive shall
also devote substantially all of his business time to his duties hereunder and
shall, to the best of his ability, perform such duties in a manner that will
faithfully and diligently further the business interests of the Company.
Executive's services shall be exclusive to the Company, but does not limit
Executive's right to be involved in other not-for-profit, civic or charitable
activities, provided that such activities do not materially interfere with the
providing of his services hereunder.
2. Term
The term of employment under this Agreement shall be for a period of three
(3) years commencing on the date hereof (the "Term"), unless terminated earlier
pursuant to the provisions of Section 5 below.
3. Compensation and Benefits
As the total consideration for Executive's services rendered hereunder,
Executive shall be entitled to the following:
3.1 Base Salary. Executive shall be paid an annual base salary of One
Hundred Fifty Dollars ($150,000.00) per year ("Base Salary")(or the equivalent
of $2,884.61 per week) beginning on the date hereof and payable in regular
installments in accordance with the customary payroll practices of the Company.
The Base Salary shall be subject to all payroll and withholding deductions as
required by law.
3.2 Annual Incentive Bonus. In addition to Base Salary, the Company and
Executive shall also agree on an incentive bonus plan to be based on the annual
volume and net profit of the Company. The bonus plan will be structured in such
a way that the annual bonus could be an amount up to 50% of the Base Salary of
Executive, based upon his performance for the preceding year as measured against
certain targets and goals as mutually established by the parties. If Executive's
employment is terminated for any reason pursuant to the provisions of Section 5
below, then Executive shall not be entitled to receive any portion of the annual
bonus for the year in which his employment is terminated.
3.3 Expenses. During employment, Executive is entitled to reimbursement
for reasonable and necessary business expenses incurred by Executive in
connection with the performance of Executive's duties. Payments to Executive
will be made upon presentation of itemized statements of such business expenses
in such detail as the Company may reasonably require and pursuant to applicable
Company policy.
3.4 Vacation. Executive shall be entitled to receive four (4) weeks of
paid vacation each year. Executive's vacation shall be governed by the Company's
usual vacation policies, including the cap on accrual, applicable to all Company
employees.
3.5 Benefits. Executive shall be entitled to participate in and receive
all benefits made available by the Company to its Executives, subject to and on
a basis consistent with the terms, conditions, co-payments and overall
administration of such plans and arrangements, including without limitation,
medical, dental, vision, life and disability insurance plans and coverage, and
any applicable 401k or other pension plans, to the extent they are provided.
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4. Participation in Stock Option Plan. Executive shall be entitled to
participate in the Company's 2005 Incentive Plan (the "Plan"), pursuant to the
terms and conditions of the Plan and the Company's standard Stock Option
Agreement to be signed by Executive. Executive will be granted options at fair
market value to be determined by the Company's Board of Directors at the time of
grant and in an amount and with a vesting schedule in accordance with his title
and role as well as in relation to what other key executives are receiving in
the Company will be granted.
5. Termination
Executive's employment shall terminate upon the happening of the
following:
5.1 Termination For Cause. The Company may terminate Executive's
employment for Cause if the Company determines that Cause exists. For purposes
of this Agreement, "Cause" shall mean
(a) An act of dishonesty, fraud, embezzlement, or misappropriation
of funds or proprietary information in connection with the Executive's
responsibilities as an Executive;
(b) Executive's conviction of, or plea of nolo contendere to, a
felony or a crime involving moral turpitude;
(c) Executive's willful or gross misconduct in connection with his
employment duties; or
(d) Executive's habitual failure or refusal to perform his
employment duties under this Agreement, if such failure or refusal is not cured
by Executive within ten (10) days after receiving written notice thereof from
the Company.
5.2 Termination Due to Disability or Death. Executive's employment
hereunder may be terminated by the Company as follows:
(a) To the extent permitted by law, in the event that Executive has
been unable to perform his duties under this Agreement due to injury or illness
for an aggregate of 180 days (inclusive of weekends and holidays) within any
12-month period, or in the event Executive is unable to perform the essential
functions of his job due to a physical or mental disability and after reasonable
accommodation made by the Company, by providing Executive with written notice of
termination.
(b) Immediately upon the death of Executive.
In cases of either death or disability, the Executive or his beneficiaries
will be paid the Executive's salary and shall receive benefits for the remainder
of this Agreement and will be eligible for the full amount of his annual bonus
for that calendar year. This clause is also applicable for termination without
Cause.
5.3 Effect of Termination. In the event that Executive's employment is
terminated pursuant to Section 5.1 above, or in the event that Executive
voluntarily resigns:
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(a) The Company shall pay to Executive, or his representatives, on
the date of termination of employment (the "Termination Date") only that portion
of the Base Salary provided in Section 3.1 that has been earned to the
Termination Date, and any accrued but unpaid Vacation pay provided in Section
3.4, and any expense reimbursements due and owing to Executive as of the
Termination Date; and
(b) Executive shall not be entitled to (i) any other salary or
compensation, (ii) any Bonus pursuant to Section 3.2, (iii) any further vesting
of stock options pursuant to Section 4.2, nor (iv) any Benefits pursuant to
Section 3.5, except for benefit continuation under COBRA or similar state or
federal legislation.
6. Confidentiality; Non-Solicitation; Non-Competition
6.1 Confidentiality. Executive agrees that at all times during the Term
and after termination of Executive's employment with the Company, Executive will
hold a fiduciary capacity for the benefit of the Company and will not use or
disclose to any third party any trade secret, information, knowledge or data not
generally known or available to the public which Executive may have learned,
discovered, developed, conceived, originated or prepared during or as a result
of Executive's employment by the Company with respect to the operations,
businesses, affairs, products, services, technology, intellectual properties,
operations, customers, clients, policies, procedures, accounts, personnel,
concepts, format, style, techniques or software of the Company (collectively
"Confidential Information"). Executive agrees (a) to execute and deliver, as
requested by the Company, reasonable confidentiality agreements with respect to
the Confidential Information; (b) to comply with any and all procedures which
the Company may adopt from time to time to preserve the confidentiality of the
Confidential Information; (c) that the absence of any legend indicating the
confidentiality of any materials will not give rise to an inference that the
contents thereof or information derived there from are not confidential; and (d)
that immediately following the termination of Executive's employment with the
Company, Executive will return to the Company all materials, except for
Executive's rolodex or personal phone book and other personal items provided to
Executive by the Company during the Term hereof, all works created by Executive
or others in the course of his or their employment duties during the term of
Executive's employment hereunder, and all copies thereof. Notwithstanding the
foregoing, the limitations imposed on Executive pursuant to this Section 6.1
shall not apply to Executive's (i) compliance with legal process or subpoena, or
(ii) statements in response to inquiry from a court or regulatory body, provided
that Executive gives the Company reasonable prior written notice of such
process, subpoena or request.
6.2 Non-Solicitation. Executive agrees that at all times during the Term
of this Agreement and for one (1) year after the termination of Executive's
employment with the Company, Executive shall not, directly or indirectly:
(a) Solicit or attempt to solicit the business of any customer or
client of the Company;
(b) Induce or attempt to induce any client or customer of the
Company to reduce its business with the Company; or
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(c) Induce or attempt to induce any employee of the Company to
terminate his or her employment with the Company or attempt to hire any such
person.
6.3 Non-Competition.
(a) Employee agrees that he shall not in the United States, at any
time during his employment by the Company and for a period of one (1) year after
the date of termination of employment, directly or indirectly, as owner,
partner, joint venturer, stockholder, employee, broker, agent, principal,
trustee, corporate officer or manager, licensor or in any capacity whatsoever
engage in, become financially interested in, be employed by, render consulting
services to, or have any connection with, any business which engages in the
design, marketing, sale, license and/or distribution of casual or athletic
footwear (the "Business"). Notwithstanding the foregoing, Employee may (i) own
an equity interest in the Company, and (ii) own up to 1% of the securities in a
corporation engaged in a business that competes with the Company, provided that
such securities are listed on a national securities exchange or reported on The
Nasdaq National Market.
(b) Employee declares that the foregoing limitations are reasonable
and necessary to protect the business of the Company and its affiliates. If any
portion of the restrictions set forth in this Section 6.3 should, for any reason
whatsoever, be declared invalid by a court of competent jurisdiction, the
validity or enforceability of the remainder of such restrictions shall not
thereby be adversely affected, but rather such court shall reform the provision
deemed invalid so that it shall be as near to the terms of this Agreement as
possible and still remain enforceable under applicable law.
7. Notices.
All notices and other communications required or permitted under this
Agreement, which are addressed as provided below (or otherwise provided in
writing by the party to receive such notice) shall be delivered personally, or
sent by certified or registered mail with postage prepaid, or sent by Federal
Express or similar courier service with courier fees paid by the sender, and, in
either case, shall be effective upon delivery.
If to the Company: Logicom Inc.
00 Xxxx 00xx Xxxxxx, # 000
Xxx Xxxx, XX 00000
If to Executive: Xxxx Xxxxx
[Private Residence Address]
8. Assignability.
This Agreement is personal in nature, and neither this Agreement nor any
part of any obligation herein shall be assignable by Executive. The Company
shall be entitled to assign this Agreement to any affiliate or successor of the
Company that assumes the ownership or control of the business of the Company,
and the Agreement shall inure to the benefit of any such successor or assign.
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9. Entire Agreement.
This Agreement contains the entire agreement between the Company and
Executive with respect to the subject matter hereof, and supersedes all prior
oral and written agreements between the Company and Executive with respect to
the subject matter hereof.
10. Captions.
The Section captions herein are inserted only as a matter of convenience
and reference and in no way define, limit or describe the scope of this
Agreement or the intent of any provisions hereof.
11. Waivers and Further Agreements.
Neither this Agreement nor any term or condition hereof may be waived or
modified in whole or in part as against the Company or Executive except by a
written instrument executed by or on behalf of the party to be charged
therewith. Each of the parties agrees to execute all such further instruments
and documents and to take all such further action as the other party may
reasonably require in order to effectuate the terms and purposes of this
Agreement as stated herein.
12. Amendments.
This Agreement may not be amended, nor shall any change, modification,
consent or discharge be effected, except by a written instrument executed by or
on behalf of the party against whom enforcement of any change, modification,
consent or discharge is sought.
13. Applicable Law; Severability.
This Agreement shall be interpreted, construed and enforced in accordance
with the laws of the State of Delaware, without regard or effect being given to
that State's choice of law or conflict of law provisions. If any provision of
this Agreement shall be held to be illegal, invalid, or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be illegal, invalid or unenforceable, and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability or any other provision of this Agreement.
14. No Conflicting Obligations.
Executive represents and warrants to the Company that he is not now under
any obligation to any person other than the Company, which would prevent
Executive's performance of any of the covenants or duties hereinabove set forth,
and that Executive is not subject to any restrictive covenant, restraint, or
agreement as a result of any employment with a prior employer.
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15. Resolution of Disputes - Binding Arbitration.
Pursuant to the Federal Arbitration Act and applicable state law, the
parties mutually agree that all disputes arising out of or relating to this
Agreement and the matters covered herein shall be decided by final and binding
arbitration pursuant to the American Arbitration Association Rules and
Procedures for Employment Disputes in effect at the time. Among the disputes
that must be submitted to arbitration are those concerning the interpretation,
enforcement or alleged breach of this Agreement, and the termination of
Executive's employment, as well as those based on state and/or federal civil
rights and discrimination laws, and other state and/or federal statutes, torts,
and public policies, regardless of whether such disputes are asserted against
the Company or its related entities, employees or agents, or against the
Executive. The arbitration shall be held in New York City. The decision or award
of the Arbitrator shall be issued in writing pursuant to California law and
shall be final and binding on all parties, subject only to such limited review
as may be permitted or required by Delaware law. The prevailing party shall be
entitled to recover all provable damages and other remedies that would otherwise
be available at law or equity in a civil action, including costs and fees that
may be awarded by any applicable statute. The Company shall pay for the
administrative costs and expenses of the arbitration, including the costs of the
arbitrator. Executive and the Company agree that the right to take limited
discovery and the right to seek injunctive or other equitable relief in court
prior to the arbitration shall be available to either party pursuant to
applicable California law covering the arbitration of disputes, but the right to
pursue a civil action or seek a jury trial is waived and shall not be available
pursuant to this agreement to arbitrate all disputes.
[The next page is the signature page]
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IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first above written.
COMPANY:
LOGICOM INC.
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: President
---------------------------
EXECUTIVE:
XXXX XXXXX
/s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
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