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EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") dated as of June 7, 1999 is made by
and among Aris Industries, Inc., a New York corporation (the "Company"), Europe
Craft Imports, Inc. and ECI Sportswear, Inc. (the "Subsidiaries"), and Xxxxxx
Xxxxxxxxx (the "Executive"). The Company and the Subsidiaries are collectively
referred to in this Agreement as the "Company" unless otherwise required by the
specific context of a particular provision hereof.
R E C I T A L S:
WHEREAS, The Company desires to hire the Executive as
Executive Vice President in charge of sales for the Company and its Subsidiaries
and the Executive is willing to accept such employment by the Company on the
terms set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and other good and valuable consideration, the
Company, the Subsidiaries and the Executive hereby agree as follows:
1. Definitions.
1.1 "Affiliate" means any Person controlling, controlled by or
under common control with the Company.
1.2 "Board" means the Board of Directors of the Company and/or
the Subsidiaries.
1.3 "Cause" means (a) the Executive is convicted of or pleads
guilty to a felony involving dishonesty as against the Company or the
Subsidiaries, (b) the Executive is convicted of a felony not involving the
Company, and after exhausting all rights of appeal, is
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obligated to serve ten (10) or more days in prison or pay a fine of more than
Five Hundred Thousand ($500,000) Dollars, or (c) the Executive, in carrying out
the Executive's duties and responsibilities under this Agreement, is guilty of
gross neglect or gross misconduct resulting, in either case, in material
economic harm to the Company and/or the Subsidiaries, unless such act, or
failure to act, was reasonably believed by the Executive in good faith, using
reasonable judgment under the circumstances, to be in the best interests of the
Company and/or the Subsidiaries.
1.4 "Date of Termination" means (a) in the case of a
termination for which a Notice of Termination (as hereinafter defined in Section
6.6) is required, the date of actual receipt of such Notice of Termination or,
if later, the date specified therein, as the case may be, and (b) in all other
cases, the actual date on which the Executive's employment terminates during the
Term of Employment (as hereinafter defined in Section 3) (it being understood
that nothing contained in this definition of "Date of Termination" shall affect
any of the cure rights provided to the Executive or the Company in this
Agreement).
1.5 "Disability" means the Executive's inability to render,
for a period of nine consecutive months, services hereunder.
1.6 "Adjusted EBITDA" means for any fiscal year the sum of (a)
the net income of the Company and its subsidiaries on a consolidated basis for
such fiscal year as determined in accordance with GAAP except as specifically
noted below in this definition, (b) taxes in respect of income, (c) interest for
money borrowed, (d) depreciation, (e) amortization and (f) factoring fees,
charges and expenses, provided that the following shall be excluded from
Adjusted EBITDA: (A) extraordinary, unusual or non-recurring expenses including,
without
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limitation, restructuring charges, severance payments, duplicative lease
payments and write-downs of any assets on the Company's books as of December 31,
1998, (B) gains and losses from financing transactions and (C) losses from the
sale or other disposition of material assets (other than inventory) outside of
the ordinary course of business; and (D) to the extent that, in connection with
or otherwise related to the performance of a material arrangement with a
licensor in the year such license arrangement is entered into the revenues, if
any, associated with such license are exceeded by the costs and expenses
(including general and administrative expenses related thereto) associated with
such license (thereby resulting in a net reduction in Adjusted EBITDA). It is
understood and agreed that there shall be an appropriate calculation so that the
amount of any bonus payable in respect of any fiscal year pursuant to Section
5.2 shall not reduce the Adjusted EBITDA for the purpose of calculating the
bonus under Section 5.2.
1.7 "Good Reason" means and shall be deemed to exist if (a)
without the Executive's express prior written consent, the Executive is assigned
any duties or responsibilities inconsistent in any material respect with the
scope of the duties or responsibilities associated with the Executive's title or
positions, as set forth and described in Article 4 of this Agreement; (b)
without the Executive's express prior written consent, the Executive suffers, in
any material respect, a reduction in the duties, responsibilities or effective
authority associated with Executive's titles and positions as set forth and
described in Article 4 of this Agreement; (c) without the Executive's express
prior written consent, the Executive is not appointed to and/or elected to, or
is removed from, the offices or positions provided for in Section 4.1 of this
Agreement (whether or not the Company uses its best efforts to cause the
Executive to be elected as a director of the Company); (d) the Company fails to
substantially perform or otherwise
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substantially breaches any material term or provision of this Agreement; (e)
without the Executive's express prior written consent, and except as provided in
Section 5.2 hereof, the Executive's compensation under this Agreement is
decreased, or the Executive's benefits under employee benefit or health or
welfare plans or programs of the Company are in the aggregate materially
decreased; (f) the Company's principal office or the Executive's own office
location is relocated to a location not within the borough of Manhattan; (g) the
Company fails to obtain the full assumption of this Agreement by a successor
entity in accordance with Section 12.2 of this Agreement; (h) the Company
purports to terminate the Executive's employment for Cause and the Company is
not entitled to terminate this Agreement for Cause; (i) there shall occur (A)
any liquidation of the Company or the sale of substantially all of the assets of
the Company, or (B) any merger, consolidation or other business combination of
the Company (a "Transaction") or any combination of any such Transactions, other
than a Transaction immediately after which the stockholders of the Company who
were stockholders immediately prior to the Transaction continue to own
beneficially, directly or indirectly, more than fifty percent (50%) of the then
outstanding voting securities of the Company and the Subsidiaries; or (j) any
Person or group (as such term is defined in Rule 13d-5 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of related Persons, which
is not an Affiliate of the Company as of the Commencement Date shall
beneficially own, directly or indirectly, more than 50% of the then outstanding
voting stock of the Company or the Subsidiaries.
1.8 "Person(s)" means any individual or entity of any kind or
nature, including any other person as defined in Section 3(a)(9) of the Exchange
Act, and as used in Sections 13(d) and 14(d) thereof.
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2. Employment. Subject to the terms and provisions set forth
in this Agreement, the Company and each Subsidiary hereby employs the Executive
during the Term of Employment as the Executive Vice President in charge of
sales, and the Executive hereby accepts such employment.
3. Term of Employment. The term of employment (the "Term)
under this Agreement shall be deemed to commence as of June 7, 1999 (the
"Commencement Date") and, unless terminated earlier pursuant to the terms
hereof, shall terminate on June 6, 2002 (the "Initial Term of Employment").
4. Positions, Responsibilities and Duties.
4.1 Positions. During the Term of Employment, the Executive
shall be employed as Executive Vice President in charge of sales for the Company
and the Subsidiaries (for such period as they continue to be subsidiaries). In
such position, the Executive shall report to the Chief Executive Officer and
Board of Directors of the Company.
4.2 Duties. During the Term of Employment, the Executive shall
devote substantially all of Executive's business time and attention to the
business of the Company and shall perform faithfully and efficiently the duties
and responsibilities contemplated by this Agreement.
5. Compensation and Other Benefits.
5.1 Base Salary. During the Term of Employment, the Executive
shall receive a base salary of $500,000 per annum in the first year of the term,
$550,000 per annum in the second year of the Term and $600,000 per annum in the
third year of the Term ("Base Salary"), payable in accordance with the Company's
regular payroll practices.
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5.2 Annual Bonus. For each Calendar Year during the Term (and
in addition to the Base Salary), the Executive shall be entitled to receive an
annual cash bonus payment (the "Bonus") determined as follows:
If Adjusted EBITDA is: Amount of Bonus
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Less than $5 million -0-
Between $5 million - 1% of Adjusted EBITDA
$10 million
Over $10 million 1.5% of Adjusted EBITDA
The Annual Bonus shall be paid to the Executive in cash as
soon as practicable after the end of the fiscal year to which it relates, but in
any event no later than one hundred five (105) calendar days after the end of
such fiscal year (and, to the extent there is any disagreement as to the amount
thereof any amount acknowledged as payable by the Company shall be paid by such
date).
5.3 Options. As a further inducement to the executive to enter
into this Agreement, the Company shall grant to the Executive options to
purchase 750,000 shares of the Company's commons stock under its 1994 Stock
Option Plan at an exercise price reflecting the market price of the stock on the
date of the grant (but in no event more than $2.50 per share) and on such other
terms and conditions as are consistent with the Plan.
5.4 Incentive, Retirement, and Savings Plans. During the Term
of Employment, the Executive shall be entitled to participate in all incentive,
pension, retirement, savings and other employee benefit plans and programs
maintained by the Company and/or the Subsidiaries for the benefit of senior
executives.
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5.5 Welfare Benefit Plans. During the Term of Employment, the
Executive, the Executive's spouse and their eligible dependents, if any, shall
be entitled to participate in and be covered under all the welfare benefit plans
or programs maintained by the Company and/or the Subsidiaries, including,
without limitation, all term life insurance, long term disability insurance,
medical, hospitalization, dental, disability, accidental death and dismemberment
and travel accident insurance plans and programs.
5.6 Signing Bonus. As further inducement to the Executive to
enter into this Agreement, the Company shall pay to Employee a bonus of $250,000
on or before the Commencement Date.
5.7 Expense Reimbursement. The Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the
Executive in performing the Executive's duties and responsibilities hereunder in
accordance with the policies and procedures of the Company. Executive shall be
entitled to fly first class on all business trips greater than three hours. At
the end of each fiscal year, the Executive and the Company shall in good faith
reconcile any differences and disputes with respect to timing, right to
reimbursement, reasonableness or documentation of any items of expense
reimbursement, it being agreed that no dispute respecting any of the foregoing
shall constitute a basis for the Executive or the Company (including the
Subsidiaries) terminating or attempting to terminate this Agreement.
5.8 Vacation and Fringe Benefits. During the Term of
Employment, the Executive shall be entitled to such paid vacation, fringe
benefits and perquisites as set forth in Schedule 5.8.
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6. Termination.
6.1 Termination Due to Death or Disability. The Company or the
Executive may terminate the Executive's employment hereunder due to his death or
Disability. In the event the Executive's employment is terminated due to death
Disability, the Executive's estate or Executive's legal representative, as the
case may be, shall be entitled to:
(a) (i) in the case of death or disability, Base Salary
continuation at the rate in effect (as provided for by Section
5.1 of this Agreement) on the Date of Termination for a period of
six (6) months after the Date of Termination.
(b) any Base Salary accrued or any Annual Bonus earned but
not yet paid;
(c) a pro rata Annual Bonus for the calendar year in which
death or Disability occurs (determined and payable in accordance
with Section 5.2 of this Agreement);
(d) any deferred compensation not yet paid to the Executive
(including, without limitation, interest or other credits on such
deferred amounts) and any accrued vacation pay;
(e) reimbursement pursuant to Section 5.7 hereof or any
other provision of this Agreement for expenses incurred but not
yet paid prior to such death or Disability;
(f) in the case of death, any other compensation and
benefits as may be provided in accordance with the terms and
provision of any applicable plans and
programs of the Company and/or the Subsidiaries; and
(g) in the case of Disability, (i) continuation of the
Executive's health and welfare benefits (as described in section
5.5 of this Agreement) at the level in effect (as provided for by
Section 5.5) on the Date of Termination through the end of the
three-year
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period following the termination of the Executive's employment
due to Disability (or the Company shall provide the economic
equivalent thereof), and (ii) any other compensation and benefits
as may be provided in accordance with the terms and provisions of
any applicable plans and programs of the Company. With respect to
the deferred compensation arrangements referred to in Sections
6.1(d),
6.2(c) and 6.3(d), to the extent that such deferred compensation arrangements
provide by their terms for any deferral of payments in the event of death or
Disability; termination with Cause or termination without Cause or for Good
Reason, such payments shall be deferred in accordance with such arrangements to
the extent required by the type of termination of this Agreement. With respect
to the other benefits referred to in Sections 6.1(g), 6.2(e) and 6.3(g), to the
extent that such other benefit arrangements provide by their terms for any
deferral of payments in the event of death or Disability, termination with Cause
or termination without Cause or for Good Reason, such payments shall be deferred
in accordance with such arrangements to the extent required by the type of
termination of this Agreement.
6.2 Termination by the Company for Cause. The Company may
terminate the Executive's employment hereunder for Cause as provided in this
Section 6.2; provided that no act or omission referred to in Section 1.3(b)
hereof occurring prior to the Commencement Date shall constitute Cause. If the
Company terminates the Executive's employment hereunder for Cause, the Executive
shall be entitled to:
(a) the Executive's Base Salary at the rate in effect (as
provided for by Section 5.1 of this Agreement) at the time of
such termination through the Date of Termination;
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(b) any Annual Bonus for the prior fiscal year not yet paid
together with a pro-rata portion of the Annual Bonus for the
calendar year in which termination occurs through the Date of
Termination;
(c) any deferred compensation (including, without
limitation, interest or other credit on such deferred amounts)
and any accrued vacation pay;
(d) reimbursement pursuant to Section 5.7 hereof or any
other provision of this Agreement for expenses incurred, but not
yet paid prior to such termination of employment; and
(e) any other compensation and benefits as may be provided
in accordance with the terms and provisions of any applicable
plans and programs of the Company and/or the Subsidiaries.
6.3 Termination Without Cause or Termination with Good Reason.
The Company may terminate the Executive's employment hereunder without Cause and
the Executive may terminate the Executive's employment hereunder for Good
Reason. If the Company terminates the Executive's employment hereunder without
Cause, other than due to death or Disability, or if the Executive terminates
Executive's employment for Good Reason, the Executive shall be entitled to the
following:
(a) A lump sum payment in an amount equal to 150% of Base
Salary then in effect.
(b) any Base Salary accrued or Annual Bonus earned but not
yet paid as of the actual termination of this Agreement, and a
pro rata Annual Bonus for the calendar year in which such
termination occurs.
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(c) any deferred compensation (including, without
limitation, interest or other credits on the deferred amounts)
and any accrued vacation pay;
(d) reimbursement pursuant to Section 5.7 hereof or any
other provision of this Agreement for expenses incurred, but not
paid prior to such termination of employment;
(e) continuation of the pre-existing benefits of the
Executive, including, without limitation, health, welfare, life
and any long-term disability insurance heretofore provided or
otherwise generally provided to senior executives of the Company
(including the Subsidiaries), all at the level in effect (as
provided for by Section 5.5 of this Agreement) on the Date of
Termination through the end of the three (3) year period
following such termination of employment (or the Company shall
provide the economic equivalent thereof); and
(f) any other compensation and benefits as may be provided
in accordance with the terms and provisions of any applicable
plans or programs of the Company and/or the Subsidiaries.
If the Executive seeks to terminate the Executive's employment
hereunder for Good Reason, the Company shall be given written notice that the
Executive intends to terminate the Executive's employment for Good Reason. Such
written notice, given in accordance with Section 6.6 of this Agreement, shall
specify the particular act or acts, or failure(s) to act, which is or are the
basis for the Executive's decision to so terminate the Executive's employment
for Good Reason. The Company shall be given the opportunity within ten (10)
calendar days of the receipt of such notice to meet with the Executive to defend
such act or acts, or failure(s) to act,
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and the Company shall be given twenty (20) business days after such meeting to
correct such act, acts or failure(s) to act provided that the Company shall not
have the right to correct the acts or failure(s) to act specified in clauses (c)
and (i) of the definition of Good Reason. Upon failure of the Company, within
such latter twenty (20) business day period, to correct such act, acts or
failure(s) to act, the Executive's employment by the Company shall automatically
be terminated under this Section 6.3 for Good Reason as of the date of actual
termination provided that the date of actual termination shall be ten (10)
calendar days after receipt of the Executive's notice if the Company does not
have the right to correct such act(s) or failure(s) to act.
6.4 Non-Renewable Severance Payment. In the event that the
Term is not extended for an additional three years at the end of the Term,
provided that the Term was not earlier terminated, Employee shall be entitled to
receive his Base Salary for an additional one year.
6.5 No Mitigation; No Offset. In the event of any termination
of employment under this Section 6, the Executive shall be under no obligation
to seek other employment and there shall be no offset against any amounts paid
or payable the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that the Executive may obtain. Any
amounts due under this Section 6 are in the nature of severance payments, or
liquidated damages, or both, and are not in the nature of a penalty.
6.6 Notice of Termination. Any termination of the Executive by
the Company or by the Executive for Good Reason shall be communicated by a
notice of termination to the other party hereto given in accordance with Section
11.3 of this Agreement (the "Notice of Termination"). Such notice shall (a)
indicate the specific termination provision in this
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Agreement relied upon, (b) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (c) if the termination date is
other than the date of receipt of such notice, specify the date on which the
Executive's employment is to be terminated (which date shall not be earlier than
the date on which such notice is given).
6.7 Payment. Except as otherwise provided in this Agreement,
any payments to which the Executive shall be entitled under this Section 6,
including, without limitation, any economic equivalent of any benefit, shall be
made as promptly as possible following the Date of Termination. If the amount of
any payment due to the Executive cannot be finally determined within thirty (30)
days after the Date of Termination (by way of example only, pro rata bonuses
determined pursuant to Section 6.10 hereof), such amount shall be estimated on a
good faith basis by the Company and the estimated amount shall be paid no later
than thirty (30) days after such Date of Termination. As soon as practicable
thereafter, the final determination of the amount due shall be made and any
adjustment requiring a payment to or from the Executive shall be made as
promptly as practicable.
6.8 Pro Rata Calculations. For the purposes of this Article 6
(except Section 6.2(b)), all calculations of the Annual Bonus on a pro rata
basis shall mean that the Annual Bonus shall be based on the bonus that would
have been payable for the entire calendar year multiplied by a fraction, the
numerator of which is the number of days from January 1 in such year through the
date of the termination of this Agreement and the denominator of which is 365.
7. Executive's Representation. The Executive represents and warrants to
the Company that: (a) he is subject to no contractual, fiduciary or other
obligation which may affect
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or limit the performance of his duties under this Agreement; and (b) his
employment with the Company will not require him to use or disclose proprietary
or confidential information of any other person or entity.
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8. Non-Competition; Non-Disclosure.
8.1 Non-Competition. Executive agrees that during the Term and
for a period of twelve months after the termination of Executive's employment
hereunder (regardless of the manner of termination), the Executive will not
directly or indirectly, as an officer, director, stockholder, partner,
associate, employee, consultant or owner (x) sell or solicit the sale of any
products similar to those sold by the Company or any of its subsidiaries; or (y)
solicit or hire any employees of the Company other than those dismissed by the
Company.
8.2 Confidential Information. The Executive shall not, during
the Term of Employment and thereafter, without the prior express written consent
of the Company, disclose any confidential information, knowledge or data
relating to the Company, which (a) was obtained by the Executive in the course
of the Executive's employment with the Company, and (b) which is not
information, knowledge or data otherwise in the public domain (other than by
reason of a breach of this provision by the Executive), unless required to do so
by a court of law or equity or by a governmental agency or other authority.
9. Successors.
9.1 The Executive. This Agreement is personal to the Executive
and, without the prior express written consent of the Company, shall not be
assignable by the Executive, except that the Executive's rights to receive any
compensation or benefits under this Agreement may be transferred or disposed of
pursuant to testamentary disposition, intestate succession or a qualified
domestic relations order or in connection with a Disability. This Agreement
shall inure to the benefit of and be enforceable by the Executive's estate,
heirs, beneficiaries and/or legal representatives.
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9.2 The Company. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. The Company
shall require any successor to all or substantially all of the business and/or
assets of the Company or the Subsidiaries, whether direct or indirect, by
purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent as the Company would be required to perform had no such succession taken
place.
10. Indemnification.
10.1 General. The Company agrees that if the Executive is made
a party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that Executive is or was a director or officer of the
Company, the Subsidiaries and/or any other Affiliate or is or was serving at the
request of the Company, the Subsidiaries and/or any other Affiliate as a
director, officer, member, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is alleged action in an official capacity as a
director, officer, member, employee or agent while serving as a director,
officer, member, employee or agent, Executive shall be indemnified and held
harmless by the Company to the fullest extent authorized by New York law, as the
same exists or may hereafter be amended, against all Expenses (as hereinafter
defined in Section 10.2) incurred or suffered by the Executive in connection
therewith, and such indemnification shall continue as to the Executive even if
the Executive has ceased to be an officer, director or agent, or is no longer
employed by
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the Company and shall inure to the benefit of Executive's heirs, executors and
administrators.
10.2 Expenses. As used in this Article, the term "Expenses"
shall include, without limitation, damages, losses, judgments, liabilities,
fines, penalties, excise taxes, settlements and costs, reasonable attorneys'
fees, reasonable accountants' fees, and disbursements and costs of attachment or
similar bonds, investigations, and any reasonable expenses of establishing a
right to indemnification under this Agreement.
10.3 Enforcement. If a claim or request under this Article is
not paid by the Company fifteen (15) days after a written claim or request has
been received by the Company, the Executive may at any time thereafter bring
suit against the Company to recover the unpaid amount of the claim or request
and if successful in whole or in part, the Executive shall be entitled to be
paid also the expenses of prosecuting such suit. The burden of proving that the
Executive is not entitled to indemnification for any reason shall be upon the
Company.
10.4 Subrogation. In the event of payment under this Article,
the Company shall be subrogated to the extent of such payment to all the rights
of recovery of the Executive.
10.5 Partial Indemnification. If the Executive is entitled
under any provision of this Article to indemnification by the Company for some
or a portion of any Expenses, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify the Executive for the portion of such
Expenses to which the Executive is entitled.
10.6 Advances of Expenses. Expenses incurred by the Executive
in connection with any Proceeding shall be paid by the Company in advance upon
request of the Executive that the Company pay such Expenses, provided that prior
to such advance the Executive shall provide the Company with a written
undertaking to repay such advances to the Company if it
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shall ultimately be determined that he is not entitled to be indemnified as
authorized under the New York Business General Corporation Law.
10.7 Notice of Claim. The Executive shall give to the Company
notice of any claim made against the Executive for which indemnity will or could
be sought under this Article. In addition, the Executive shall give the Company
such information and cooperation as it may reasonably require and as shall be
within the Executive's power and at such times and places as are convenient for
the Executive.
10.8 Defense of Claim. With respect to any Proceeding as to
which the Executive notifies the Company of the commencement thereof:
10.8.1 The Company will be entitled to participate therein at
its own expense; and
10.8.2 Except as otherwise provided below, to the extent that
it may wish, the Company jointly with any other indemnifying party similarly
notified will be entitled to assume the defense of the Executive, with counsel
satisfactory to the Executive. The Executive also shall have the right to employ
the Executive's own counsel in such action, suit or Proceeding and the
reasonable fees and expenses of such counsel shall be at the expense of the
Company. The Company shall not be entitled to assume the defense of any action,
suit or Proceeding brought by or on behalf of the Company or the Subsidiaries or
as to which the Executive shall have concluded that there may be a conflict of
interest between the Company or the Subsidiaries and the Executive in the
conduct of the defense of such action.
10.8.3 The Company shall not be liable to indemnify the
Executive under this Agreement for any amounts paid in settlement of any action
or claim effected without its
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written consent. The Company shall not settle any action or claim in any manner
which would impose any penalty or limitation on the Executive without
Executive's written consent. Neither the Company nor the Executive will
unreasonably withhold or delay their consent to any proposed settlement.
10.9 Non-exclusivity. The right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 13 shall not be exclusive of any other
right which the Executive may have or hereafter may acquire under any statute,
provision of the certificate of incorporation or by-laws of the Company or the
Subsidiaries, agreement, vote of stockholders or disinterested directors or
otherwise.
11. Miscellaneous.
11.1 Applicable Law. Except as may be otherwise provided
herein, this Agreement shall be governed by and construed in accordance with the
laws of the State of New York, applied without reference to principles of
conflict of laws.
11.2 Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
11.3 Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: Xxxxxx Xxxxxxxxx
0 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
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with a copy to: Xxxxxxx X. Xxxxx
Xxxxx Xxxxxxxx LLP
000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
If to the Company: Aris Industries, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chairman
with a copy to: Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
11.4 Withholding. The Company may withhold from any amounts
payable under this Agreement such federal, state and local income, unemployment,
social security and similar employment related taxes and similar employment
related withholdings as shall be required to be withheld pursuant to any
applicable law or regulation.
11.5 Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and any such provision which is not valid
or enforceable in whole shall be enforced to the maximum extent permitted by
law.
11.6 Captions. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.
11.7 Entire Agreement. This Agreement contains the entire
agreement among
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the parties concerning the subject matter hereof and supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between the parties with respect thereto.
11.8 Survivorship. The respective rights and obligations of
the parties hereunder shall survive any termination of this Agreement or the
Executive's employment hereunder to the extent necessary to the intended
preservation of such rights and obligations.
11.9 Joint and Several Obligations. Anything to the contrary
notwithstanding in this Agreement, all of the monetary and non-monetary
obligations of the Company in this Agreement shall be and are the joint and
several obligations of the Company and the Subsidiaries.
11.10 Joint Efforts/Counterparts. Preparation of this
Agreement shall be deemed to be joint effort of the parties hereto and shall not
be construed more severely against any party. This Agreement may be signed in
two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
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EXECUTION COPY
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
ARIS INDUSTRIES, INC.
By_________________________
Name:______________________
Title:_______________________
ECI SPORTSWEAR, INC.
By_________________________
Name:______________________
Title:_______________________
EUROPE CRAFT IMPORTS, INC.
By_________________________
Name_______________________
Title________________________
---------------------------
XXXXXX XXXXXXXXX
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EXECUTION COPY
Schedule 5.8
Perquisites and Fringe Benefits
o The Company shall provide Executive with a 1999 Mercedes
500SL or equivalent vehicle and shall pay for all insurance,
parking, gas and maintenance.
o Four (4) weeks of paid vacation for each calendar year, to be taken
cumulatively
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