EXHIBIT 10.6
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[LETTERHEAD OF WEINER'S STORES, INC.]
December 10, 1999
Xx. Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxx 00000
Dear Xx. Xxxxxx:
This letter (this "Agreement") sets forth the terms of
your offer of employment with Xxxxxx'x Stores, Inc. (the "Company"):
1. Your current base salary is at the rate of $110,000 annually, less
payroll tax deductions required by law, payable at such times and in
accordance with the Company's standard payroll practices for
employees of the Company.
2. You shall also be entitled to participate in such employee benefit
plans, policies or programs as the Company may maintain for its
employees generally, as such plans, policies or programs may be
adopted, modified or terminated from time to time in the Company's
sole discretion. In addition, effective as of February 1, 2000, the
Company shall pay or cause to be paid, or waive or reimburse you for,
any costs or contributions otherwise payable by you as a condition to
participation in the Company's medical plan or hospitalization plan,
other than such deductible, co-payment or similar amounts as may be
provided in any such plan, as any such plan or program may be
adopted, modified or terminated from time to time in the Company's
sole discretion.
3. You shall be entitled to an annualized vacation allotment of 3
weeks per year, without reduction in your salary, to be taken at such
times as may be consistent with the needs of the Company.
4. In accordance with the Company's policies as they may be amended
from time to time, you shall be reimbursed for any necessary business
expenses upon submission of appropriate documentation.
5. If (a) the Company does not offer to renew your employment with
the Company by December 2, 2002 and you remain continually employed
by the Company, in accordance with this Agreement until January 31,
2003 (the "Termination Date") or (b) the Company terminates your
employment for any reason other than cause prior to the Termination
Date, then, within twenty (20) days after (i) the Termination Date,
in the case of clause (a), or (ii) the date of such termination, in
the case of clause (b), you shall be entitled to a payment equal to
six months of your then current base salary. You shall not be
entitled to any other payments or benefits from the Company upon the
termination of your employment, other than such payments or benefits
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expressly provided in any written agreement or employee benefit plan.
If the Company terminates your employment for cause or if you should
resign for any reason, you shall not be entitled to any payments or
benefits under this Agreement as severance pay or otherwise. For
purposes of this Agreement, "cause" shall mean conduct by you
constituting (i) fraud; (ii) material dishonesty relating to the
conduct of the business of the Company or dishonesty which does not
relate to the conduct of the business of the Company which adversely
affects the Company or your ability to carry out the business of the
Company; (iii) willful and material breach of any of the provisions
or covenants of this Agreement; (iv) willful gross neglect or willful
gross misconduct in carrying out your duties as an employee
resulting, in either case, in material economic harm to the Company;
(v) embezzlement; (vi) chronic alcoholism or chronic drug dependency
that in either case precludes your performing your duties
contemplated herein; or (vii) the conviction of or plea or guilty or
nolo contendere to a felony, or any crime involving securities or
commodities laws violations or moral turpitude.
6. During your employment and for one (1) year following the
termination of your employment, you shall not, directly or
indirectly, solicit or induce any employee of the Company to
terminate his or her employment for any purpose, including, without
limitation, in order to enter into employment with any entity which
competes with any business conducted by the Company. During your
employment and for all time following the termination of your
employment, you shall not, directly or indirectly, furnish or make
accessible to any person, firm, or corporation or other business
entity, whether or not he, she, or it competes with the business of
the Company, any trade secret, technical data, or know-how acquired
by you during your employment by the Company which relates to the
business practices, methods, processes, equipment, or other
confidential or secret aspects of the business of the Company without
the prior written consent from the Company, unless such information
is or hereafter may become in the public domain other than by being
divulged or made accessible by you in breach of this provision, or
which is demonstrated by you to the Company's reasonable satisfaction
to be known by you prior to the disclosure to you by the Company, or
which is or may hereafter be disclosed by the Company to third
parties without similar restrictions on disclosure or use, or which
is required to be disclosed pursuant to governmental or judicial
process or procedure. The provisions of this paragraph 6 shall be in
full force and effect in each state in the United States where the
Company carries on business at any time during your employment and
for one (1) year following the termination of your employment. You
hereby acknowledge that your services are of a special, unique and
extraordinary character and your position with the Company places you
in a position of confidence and trust with the clients and employees
of the Company, and that in connection with your services to the
Company, you will have access to confidential information vital to
the Company's businesses. You further acknowledge that in view of the
nature of the business in which the Company is engaged, the foregoing
restrictive covenants in this paragraph 6 are reasonable and
necessary in order to protect the legitimate interests of the Company
and that violation thereof would result in irreparable injury to the
Company. Accordingly, you hereby consent and agree that if you
violate or threaten to violate any of the provisions of this
paragraph 6, the Company would sustain irreparable harm and,
therefore, the Company shall be entitled to obtain from any court of
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competent jurisdiction, without the posting any bond or other
security, preliminary and permanent injunctive relief as well as
damages and an equitable accounting of all earnings, profits and
other benefits arising from such violation, which rights shall be
cumulative and in addition to any other rights or remedies in law or
equity to which the Company may be entitled.
7. Your relationship to the Company during your employment shall be
that of an employee at-will. Thus, both you and the Company each may
terminate the employment relationship at any time with or without
notice.
8. This Agreement sets forth all of the terms of your employment, and
supersedes all prior agreements, oral or written, relating to your
employment by the Company or the termination thereof, and may not be
modified except by a writing, signed by you and by the Chief
Executive Officer of the Company. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware,
without regard to its choice of law rules. Subject in all respects to
the provisions set forth in paragraph 7, this Agreement shall
terminate on the Termination Date; provided that paragraph 6 and this
paragraph 8 shall survive any termination of this Agreement.
If you agree that the above sets forth your understanding
of our offer regarding the terms and conditions of your employment,
please sign this Agreement in the space provided below and return it
to me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President,
Chief Operating Officer &
Chief Financial Officer
Accepted and Agreed:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Date: 12/16/99
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