Exhibit 10.2
RENAISSANCE COSMETICS, INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
August 28, 1997
Xx. Xxxxxx Xxxxx
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: EMPLOYMENT AGREEMENT ("AGREEMENT")
Dear Xx. Xxxxx:
This letter sets forth the terms and conditions of your
employment with Renaissance Cosmetics, Inc., a Delaware corporation ("RCI"), and
certain of its subsidiaries (the "Subsidiaries") as designated from time to time
by the Chief Executive Officer and/or Board of Directors of RCI (the "Board").
RCI and the Subsidiaries are sometimes collectively referred to herein as the
"Company." This letter shall become effective as of October 1, 1997 (the
"Effective Date").
1. EMPLOYMENT AND SERVICES. You shall be employed as a Group
Vice President and Chief Financial Officer of RCI with primary responsibility
for the Company's financial affairs and relationships for the period beginning
on the Effective Date and ending upon the third anniversary of the Effective
Date or earlier termination pursuant to paragraph 4 (the "Employment Period");
provided, however, that, in the absence of termination, the Employment Period
shall be extended for successive one year terms so long as neither party gives
written notice of non-renewal to the other party not less than 90 days prior to
the scheduled expiration date of the Employment Period. During the Employment
Period, you shall render such services to the Company as the Chief Executive
Officer and/or Board shall designate from time to time, and you shall devote
your best efforts and full time and attention to the business of the Company.
2. COMPENSATION. During the Employment Period, the Company
shall pay you an annual base salary of $300,000, which salary shall be subject
to review and possible increase on an annual basis, in the discretion of the
Board. Such salary shall be payable in installments in accordance with the
Company's regular payroll practices. In addition, during the Employment Period,
you will participate in the Company's senior executive annual bonus program on
terms to be determined by the Board; provided, however, that you will be
entitled to receive a minimum bonus of $50,000 for each of the first two years
of the Employment Period without regard to the amount you would otherwise be
entitled to receive under the bonus program then in effect. The
bonus program is reviewed by the Board yearly at which time the Board sets
targets which it deems reasonable for the Company. If the Company achieves 100%
of those targets, you will receive a bonus equal to 100% of your annual base
salary.
3. BENEFITS.
(a) GENERALLY. During the Employment Period, you
shall receive four weeks of paid vacation per year. Unused vacation shall accrue
for the following year; however, you agree not to take more than five weeks of
vacation in any one year. Upon termination of your employment for any reason,
you will be entitled to receive payment for any accrued but unused vacation
through the date of termination. You shall be entitled to participate in the
Company's insurance plans, retirement plans and all other benefit plans
generally available to the Company's executive employees as in effect from time
to time. You will have the use of a Company car for personal and business use,
consistent with the Company's executive Company car policy in effect from time
to time. In addition, the Company will reimburse your reasonable out-of-pocket
expenses incurred in connection with the performance of your services hereunder,
in each case subject to and consistent with Company policy. In the event you are
required to be in the Company's New York office for two or more consecutive
days, the Company will reimburse you for hotel and related travel expenses
consistent with Company policy.
(b) STOCK OPTION. Effective on and as of the first
day of the Employment Period, you will receive a stock option grant covering
16,500 shares of common stock of RCI (the "Option"). The grant will be made to
you under the Company's First Amended and Restated Stock Option Plan (the
"Plan"), and the terms thereof will be set forth in the standard form stock
option agreement previously approved for use under the Plan by the Board;
provided, however, that your stock option agreement will include a provision
that, in the event your employment is terminated by the Company without Cause
(as defined below), and to the extent that the Option or any portion thereof has
vested prior to the termination date (the "Vested Option") such Vested Option
will not terminate as otherwise provided in the Plan, but shall continue to be
exercisable until the Option expiration date as set forth in your stock option
agreement (10 years from the grant date). All other terms of the Plan and the
standard form stock option agreement will remain the same with the exception of
the last sentence to paragraph 17 of the Stock Option Agreement attached to this
agreement. The principal terms of the Option shall be as follows: (i) term - 10
years from the date of grant; (ii) exercise price - to be determined by the
Board prior to the grant date, but in no event shall the exercise price exceed
$96.23 per share; and (iii) vesting - four equal tranches on the first through
fourth anniversary dates of the grant date. For purposes of your stock option
agreement, vesting shall begin on the first day of your employment with the
Company.
(c) STAY BONUS PROGRAM. If the Board implements a
stay bonus program (the "Program") during the Employment Period, you will
participate in such Program in such manner and at such level as the Board, in
its sole and absolute discretion, determines is appropriate; provided, however,
that your participation will be in an amount that is no less than the average of
the four lowest participation amounts.
4. TERMINATION AND SEVERANCE. The Employment Period shall
terminate on the first to occur of (a) the then-current scheduled expiration
date of the Employment Period, (b) your death or permanent disability (defined
as your inability to perform normal duties for a period of 90 consecutive days
or for a total of 120 days in any two-year period as determined in good faith by
the Board), (c) termination for Cause (as defined below) by the Chief Executive
Officer or the Board or (d) termination without Cause by the Chief Executive
Officer or the Board. In the event of termination of the Employment Period
pursuant to clause (d) and so long as you comply with the restrictions set forth
in paragraphs 5 and 6 below, (i) the Company shall continue to pay your base
salary for a period of nine months following the date of such termination or for
the remainder of the Employment Period, whichever is greater, and (ii) you will
receive the bonus, if any, you would have received if you had remained in the
employment of the Company. Except as otherwise set forth in this paragraph 4 or
pursuant to the terms of employee benefit plans in which you participate
pursuant to paragraph 3 above, you shall not be entitled to any compensation or
other payment from the Company following termination of the Employment Period.
For purpose of this Agreement, "Cause" shall mean (i) your willful and repeated
failure to comply with the lawful directives of the Chief Executive Officer
and/or the Board, (ii) any criminal act or act of dishonesty, disloyalty,
misconduct or moral turpitude by you that is injurious in any significant
respect to the property, operations, business or reputation of the Company, or
(iii) your material breach of this Agreement.
5. CONFIDENTIAL INFORMATION. You acknowledge that information
obtained by you during your employment with the Company concerning the business
or affairs of the Company ("Confidential Information") is the property of the
Company. You shall not at any time during or after the Employment Period,
without the prior written consent of the Board, disclose to any unauthorized
person or use for your own account or for the account of any person other than
the Company and its subsidiaries any Confidential Information, except to the
extent necessary to comply with applicable laws or to the extent that such
information becomes generally known to and available for use by the public other
than as a result of your acts or failure to act. Upon termination of the
Employment Period or at the request of the Board at any time, you shall deliver
to the Board all documents containing Confidential Information or relating to
the business or affairs of the Company that you may then possess or have under
your control.
6. NON-COMPETITION; NON-SOLICITATION.
(a) NON-COMPETITION. You acknowledge that you
are and will be in possession of Confidential Information and that your services
are of unique and great value to the Company. Accordingly, during the Employment
Period and for a period of two years thereafter (the "Non-Compete Period"), you
shall not directly or indirectly own, manage, control, participate in, consult
with, render services to, or in any manner engage in, any enterprise competing
with any business of the Company conducted or proposed (during the Employment
Period or on the date of termination of the Employment Period) to be conducted,
within any geographical area in which the Company engages or plans (during the
Employment Period or on the date of termination of the Employment Period) to
engage in such business. Nothing herein shall prohibit you from being a
passive owner of not more than 1% of any publicly-traded class of capital stock
of any entity engaged in a competing business.
(b) NON-SOLICITATION. During the Non-Compete
Period, you shall not (i) induce or attempt to induce any employee of the
Company to terminate, or in any way interfere with, the relationship between the
Company and any employee thereof, (ii) hire directly or through another entity
any person who was an employee of the Company at any time during the Employment
Period or (iii) induce or attempt to induce any customer or other business
relation of the Company to cease doing business with the Company, or in any way
interfere with the relationship between any such customer or business relation
and the Company.
(c) SCOPE OF RESTRICTION. If, at the time of
enforcement of this paragraph 6, a court shall hold that the duration, scope or
area restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum duration, scope or area
reasonable under such circumstances shall be substituted for the stated
duration, scope or area.
(d) INJUNCTIVE RELIEF. You acknowledge that the
Company would be irreparably harmed by a breach by you of the provisions of this
paragraph 6 or of paragraph 5 above, and hereby consent to the Company's request
for injunctive relief in connection with any such breach or threatened breach.
7. PRIOR AGREEMENTS. This Agreement embodies the complete
agreement and understanding between the parties and supersedes any and all prior
agreements, arrangements or understandings, written or oral, with respect to
your employment with RCI and/or the Company. This Agreement may be amended or
modified, and the terms hereof may be waived, only in a writing duly executed
and delivered by you and RCI.
8. SURVIVAL. The provisions of paragraphs 5 and 6 hereof will
survive any termination of this Agreement.
9. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by the internal
law, and not the law of conflicts, of the State of Delaware.
10. NOTICES. Any notices, consents or other communications
required hereunder shall be in writing and shall be sufficiently given only if
sent by overnight courier (such as Federal express) or by registered or
certified mail (return receipt requested), postage prepaid, addressed as follows
(or to such other address or addresses as may hereafter be furnished in writing
by notices similarly given by one party to the other):
To you:
Xx. Xxxxxx Xxxxx
To the Company:
Renaissance Cosmetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Group Vice President, Corporate
Development and Human Resources
11. COUNTERPARTS. This Agreement may be executed in two or
more original counterparts, each of which shall constitute an original and both
or all of which together shall constitute one and the same instrument. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement. Signatures may be
exchanged by telecopy, with original signatures to follow. Each party to this
Agreement agrees to be bound by its/his own telecopied signature and to accept
the telecopied signature of the other party to this Agreement.
12. SEVERABILITY. The various provision of this Agreement are
severable from each other and from the rest of this Agreement, and, in the event
any part of this Agreement is held to be invalid or unenforceable by a court or
otherwise, the remainder of this Agreement shall be fully effective, operative
and enforceable.
13. ATTORNEYS' FEES. Should any dispute arise between the
Company and you concerning this Agreement or its terms and conditions, the
substantially prevailing party in any action or proceeding brought to resolve
such dispute, whether at trial, on appeal or in another proceeding shall be
entitled to receive from the other party its/his reasonable attorneys' fees.
Please execute the extra copy of this letter agreement in the
space below and return it to the undersigned at the address set forth above to
confirm your understanding and acceptance of the agreements contained herein.
Very truly yours,
RENAISSANCE COSMETICS, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
Accepted and agreed to:
XX. XXXXXX XXXXX
