EXHIBIT 10(A)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of April 25, 1997 by and between The Cosmetic Center, Inc., a Delaware
corporation qualified to do business in Maryland with its principal place of
business located at 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 ("EMPLOYER"),
and Xxxx X. Xxxxxxxxx, now residing at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000 ("EMPLOYEE").
RECITALS
1. EMPLOYER is engaged in the specialty retail sale and wholesale
distribution of a wide range of brand name cosmetic, fragrance, skin care and
personal care products.
2. Prior to the date hereof, EMPLOYEE was Chairman and, until July
1995, Chief Executive Officer of EMPLOYER.
3. On the date hereof, Prestige Fragrance & Cosmetics, Inc., a
Delaware corporation engaged in the retail distribution of cosmetics,
fragrances, skin care and personal care products at discounted prices ("PFC"),
was merged into EMPLOYER, with EMPLOYER being the survivor of such merger.
4. From and after the date hereof, EMPLOYER desires to employ and
retain the unique experience, ability and services of EMPLOYEE in the position
of Vice Chairman of the Board of Directors of EMPLOYER and EMPLOYEE desires and
is willing to undertake and continue such employment with EMPLOYER, all upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, and of the mutual
covenants and agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby accepts employment with
EMPLOYER, upon the terms and conditions set forth in this Agreement:
1. EMPLOYMENT
EMPLOYER hereby employs EMPLOYEE and EMPLOYEE hereby accepts
employment as Vice Chairman of the Board of EMPLOYER. EMPLOYEE will render such
services to the Corporation as are customarily rendered by the Vice Chairman of
comparable publicly held companies. EMPLOYER agrees that EMPLOYEE shall have no
obligation to provide such services outside of the State of Maryland and its
surrounding states (other than any travel required in the ordinary course of
providing such services).
Notwithstanding anything herein to the contrary, it is specifically
agreed that EMPLOYEE's duties and responsibilities hereunder will be rendered
on a part-time basis and nothing in this employment agreement shall prohibit
EMPLOYEE from engaging, directly or indirectly, in activities with other
companies, ventures, or investments in any capacity whatsoever, provided only
that such activities or any of them do not interfere with EMPLOYEE's
performance of his duties hereunder.
2. TERM OF EMPLOYMENT
The term of EMPLOYEE's employment hereunder shall commence on the date
hereof and continue until the fourth anniversary of the date hereof (the
"Term"). On or before the last day of EMPLOYEE's employment hereunder, EMPLOYEE
shall execute and deliver to EMPLOYER a letter of resignation from all offices
then held by EMPLOYEE with EMPLOYER and with any affiliates effective upon said
last day of employment hereunder. This Section 2 is subject to the provisions
of Section 9 of this Agreement.
3. COMPENSATION OF EMPLOYEE
A. COMPENSATION. During the Term, EMPLOYER hereby agrees to pay to
EMPLOYEE for all services to be rendered by EMPLOYEE in any capacity hereunder
(including, but not limited to, services as a Director and officer of EMPLOYER
and/or of any affiliate, and with respect to any other offices, positions
and/or capacities to which he is elected) an annual salary of Three Hundred
Fifteen Thousand ($315,000) ("Salary") and agrees to pay to EMPLOYEE for the
non-competition covenant pursuant to Section 13 annual payments of One Hundred
Fifty Thousand ($150,000) ("Non-Compete Payments"), in each case, payable
bi-weekly.
B. WITHHOLDING. There shall be deducted from each installment of
EMPLOYEE's Salary and Non-Compete Payments, and from any other payments to or
for the benefit of EMPLOYEE pursuant to this Agreement, all amounts which are
at any
time and from time to time by applicable federal, state, county or municipal
laws required to be deducted by reason of withholding taxes, Social Security
contributions and other requisite governmental imposed deductions from the
income of employees.
C. REIMBURSEMENT FOR BUSINESS EXPENSES AND OTHER PERQUISITES. EMPLOYER
shall promptly reimburse EMPLOYEE for all reasonable business, travel and
miscellaneous expenses incurred by EMPLOYEE during the Term in the furtherance
of EMPLOYER's business, upon the submission to EMPLOYER of proper vouchers
authenticating such expenditures. In addition, EMPLOYER shall, during the Term,
continue to furnish EMPLOYEE an office and suitable office fixtures, telephone
service and secretarial assistance, all of which shall be appropriate to his
position and status as Vice Chairman of the Board of EMPLOYER.
D. VEHICLE. In order to facilitate EMPLOYEE's performance of his
duties under this Agreement, EMPLOYER hereby agrees to furnish EMPLOYEE with
the vehicle furnished as of the date hereof to EMPLOYEE by EMPLOYER. For so
long as EMPLOYER shall furnish EMPLOYEE with such vehicle pursuant to the
preceding sentence, EMPLOYER shall pay directly all properly documented gas,
oil, repair, maintenance and insurance expenses associated with such vehicle.
Upon the earlier of (i) EMPLOYEE's request prior to the termination of this
Agreement for Good Cause or (ii) termination of this Agreement other than for
Good Cause, EMPLOYER shall transfer (without cost other than the payment by
EMPLOYEE of any withholding or transfer taxes) to EMPLOYEE title to the vehicle
furnished hereunder to EMPLOYEE by EMPLOYER.
4. GROUP INSURANCE BENEFITS
While in the employment of EMPLOYER, EMPLOYEE will be made a party
insured under any policies of group health, life, accident, disability, medical
expense or similar group insurance plans which EMPLOYER may from time to time
make available generally to other employees holding comparable senior
management positions to that of EMPLOYEE and on the same basis as those so
employed. All matters of eligibility for benefits under any plan or plans of
group health, life, accident, disability, medical expense or similar group
insurance plans which EMPLOYER may at any time and from time to time make
available shall be determined in accordance with the provisions of the
insurance policies. Upon termination or expiration of the Term, EMPLOYEE shall
be entitled to continued medical coverage in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended.
5. MEDICAL REIMBURSEMENT. EMPLOYER has established a medical
reimbursement plan for certain of its key executive officers including
EMPLOYEE. During the Term, EMPLOYER shall maintain such plan and shall pay all
premiums in connection with such medical reimbursement plan.
6. SPLIT DOLLAR AND KEY-MAN INSURANCE. At any time during the Term and
within 30 days after the expiration of the Term, EMPLOYEE shall be entitled to
terminate that certain Split-Dollar Insurance Agreement dated September 22,
1994 between EMPLOYEE and EMPLOYER (the "Split-Dollar Insurance Agreement")
relating to that certain life insurance policy (Pacific Mutual Life Insurance
Policy No. 1A2285224-0) in the face amount of $1,000,000 (the "Split-Dollar
Insurance Policy") in accordance with the terms of the Split-Dollar Insurance
Agreement by payment to the EMPLOYER of an amount equal to the premiums paid by
EMPLOYER through the time of purchase. Until the earlier of the termination of
the Split-Dollar Insurance Agreement as provided in the prior sentence and the
termination of the Term, EMPLOYER shall continue to pay premiums in accordance
with the terms of the Split-Dollar Insurance Agreement. As of, and for 30 days
after, the expiration of the Term, EMPLOYEE shall be entitled to purchase from
EMPLOYER that certain life insurance policy (Mass Mutual Life Insurance Policy
No. 9655632) in the face amount of $1,000,000 (the "Key Man Insurance Policy")
for an amount equal to the premiums paid by EMPLOYER through the time of
purchase. Until the earlier of the purchase of the Key Man Insurance Policy as
provided in the prior sentence and the termination of the Term, EMPLOYER shall
continue in effect the Key Man Insurance Policy. Unless and until purchased by
EMPLOYEE as provided herein, EMPLOYER shall continue being the owner of the Key
Man Policy and the death benefits under the Key Man Insurance Policy shall be
payable to EMPLOYER. Until the earlier of the termination of the Split-Dollar
Insurance Agreement as provided above and the termination of the Term, the
death benefits under the Split-Dollar Insurance Policy shall be payable (i) to
EMPLOYER to the extent of the premiums paid by it and (ii) the balance of the
benefit to the beneficiaries designated by EMPLOYEE in accordance with the
Split-Dollar Insurance Agreement.
7. PROFIT-SHARING AND PENSION PLANS
To the same extent and on the same basis as EMPLOYER makes available
generally to other employees holding comparable senior management positions to
that of EMPLOYEE, EMPLOYEE shall have the right to participate in any profit
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sharing or pension plan established by EMPLOYER under the terms and conditions
therein contained (but not including any stock option or bonus plans).
8. VACATIONS
EMPLOYEE shall be entitled each year during the Term to paid vacation
time of four (4) weeks. Any part of such vacation time that is not used during
any year shall not cumulate and shall be forfeited. Upon termination of
EMPLOYEE's employment hereunder, EMPLOYER shall have no obligation to pay
EMPLOYEE for any unused vacation days.
9. TERMINATION OF EMPLOYMENT
A. DEFINITION OF GOOD CAUSE. For purpose of this Agreement, the term
"Good Cause" shall be construed to mean the following: (i) conviction of a
felony or other crime involving moral turpitude or pursuant to which EMPLOYEE
is imprisoned, in each case, that has a material adverse effect on EMPLOYER's
financial condition, assets or operations, (ii) dishonesty of EMPLOYEE after
the date hereof in a material matter that has a material adverse effect on
EMPLOYER's financial condition, assets or operations or (iii) the material
breach by EMPLOYEE of any of his obligations or agreements contained in Section
13.
B. TERMINATION FOR GOOD CAUSE WITHOUT RIGHT TO CURE. EMPLOYER shall
have the right to immediately cancel and terminate this Agreement and to
immediately discharge EMPLOYEE for Good Cause which falls within the meanings
of Sections 9(A) (i) or (ii).
C. TERMINATION FOR GOOD CAUSE WITH RIGHT TO CURE. Following reasonable
notice and failure to promptly cure, EMPLOYER shall have the right to cancel
and terminate this Agreement and to discharge EMPLOYEE for Good Cause which
falls within the meaning of Section 9(A)(iii); provided, however, that EMPLOYEE
shall not be entitled to cure such a default under Section 9(A)(iii) pursuant
to this Section 9C if EMPLOYEE previously cured a default under the same
subparagraph of Section 9A pursuant to this Section 9C. Any notice provided to
EMPLOYEE under this Section 9C shall be in writing and shall set forth with
reasonable specificity and detail the nature of the default and the specific
curative action which needs to be taken to cure such default if such default is
curable.
D. DISABILITY. The inability of EMPLOYEE to render services to
EMPLOYER as a result of any temporary or permanent Disability (as defined
below) of EMPLOYEE shall not constitute a failure by EMPLOYEE to perform his
obligations under this Agreement and shall not be deemed a breach or default by
EMPLOYEE hereunder. The Salary and Non-Compete Payments to be paid to EMPLOYEE
during the Term shall continue and not be terminated if EMPLOYEE incurs a
temporary or permanent Disability during the Term; provided, however, that such
Salary and Non-Compete Payments shall be reduced by any disability payments
received by EMPLOYEE from any insurance policies paid for by EMPLOYER. For
purposes of this Agreement, "Disability" shall mean a mental or physical
illness or condition rendering EMPLOYEE incapable of performing the duties for
EMPLOYER required of him under this Agreement.
E. DEATH. Upon EMPLOYEE's death, EMPLOYER's obligations under the
Agreement shall remain in full force and effect, except that all Salary and
Non-Compete Payments that EMPLOYEE was entitled to receive hereunder in respect
of the balance of the Term shall be paid to EMPLOYEE's estate or
successor-in-interest, as the case may be.
10. EMPLOYEE'S REMEDY FOR BREACH.
A. CANCELLATION OR TERMINATION. If EMPLOYER cancels and terminates
this Agreement and discharges EMPLOYEE prior to the expiration of the Term as
specified in Section 2 without reason or for any reason other than for Good
Cause, then, as EMPLOYEE's sole and exclusive remedy, EMPLOYER shall pay
EMPLOYEE an amount equal to the balance of his Salary and Non-Compete Payments
for the remainder of the Term as specified in Section 2 and EMPLOYEE shall not
be obligated to mitigate EMPLOYEE's damages. Said amount shall be paid to
EMPLOYEE over the remainder of the Term in installments to be paid on the same
schedule as EMPLOYEE was paid immediately prior to EMPLOYEE's discharge, each
installment to be in the same amount EMPLOYEE would have been paid under this
Agreement if EMPLOYEE had not been discharged; provided, however, that if
EMPLOYER shall fail to pay any such installment when due, then, after notice
and failure to cure within five business days, all remaining installments shall
be accelerated and immediately due and payable in full. EMPLOYER agrees that
this provision represents liquidated damages and not a penalty, and that it
represents a reasonable forecast of EMPLOYEE's anticipated and actual economic
damages. Notwithstanding anything herein to the contrary, no such cancellation
or termination of this Agreement shall adversely affect any of EMPLOYEE's
rights or benefits accrued prior to the date of such cancellation or
termination or that are triggered by such cancellation or termination.
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B. FAILURE TO PAY SALARY AND NON-COMPETE PAYMENTS WHEN DUE. If
EMPLOYER fails to pay any regular Salary and Non-Compete Payments when due as
specified in Section 3, or to pay accelerated amount due if such Salary and
Non-Compete Payments are accelerated as specified in Section 10A, in addition
to such amount which is due to EMPLOYEE, EMPLOYEE shall be entitled to receive
interest on the unpaid balance thereof at the rate of 15% per annum.
C. CHANGE OF CONTROL. If there is a change of control of EMPLOYER (as
defined below), EMPLOYEE may elect to treat such change in control as a
termination by EMPLOYER without Good Cause except that the payment of an amount
equal to the balance of his Salary and Non-Compete Payments for the balance of
the Term shall be paid in a single lump sum payment (rather than installment
payments as provided in Section 10A). Failure to take any action upon a change
of control for a period of time up to 180 days shall not be deemed a waiver of
EMPLOYEE's right to treat such change of control as a termination. A "change in
control" of EMPLOYER for purposes of this Agreement shall be deemed to have
taken place if (A) Revlon Consumer Products Corporation together with its
affiliates no longer has the power to vote, directly or indirectly, whether
through record or beneficial ownership, a voting trust arrangement, or other
contractual arrangement, a majority of the voting power of outstanding shares
of EMPLOYER or (B) all or substantially all of EMPLOYER's assets are sold to
any person other than an affiliate, or (C) EMPLOYER is liquidated or dissolved
or adopts a plan of liquidation or (D) EMPLOYER shall: (i) file a voluntary
petition in bankruptcy or file a voluntary petition or otherwise commence any
action or proceeding seeking reorganization, arrangement or readjustment of its
debts or for any other relief under the Federal Bankruptcy Code, as amended, or
under any other bankruptcy or insolvency act or law, state or federal, now or
hereafter existing, or consent to, approve of, or acquiesce in, any such
petition, action or proceeding; (ii) apply for or acquiesce in the appointment
of a receiver, assignee, liquidator, sequestrator, custodian, trustee or
similar officer for it or for all or any part of its Property; (iii) make an
assignment for the benefit of creditors; or (iv) be unable generally to pay its
debts as they become due; or (E) an involuntary petition shall be filed or an
action or proceeding otherwise commenced seeking reorganization, arrangement or
readjustment of EMPLOYER's debts or for any other relief under the Federal
Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or
law, state or federal, now or hereafter existing and such petition, action or
proceeding shall not be dismissed within 60 days from such filing or
commencement. For purposes of this Section 10C, a "person" includes an
individual, corporation, partnership, trust, association, joint venture, pool,
syndicate, unincorporated organization, joint-stock company, or similar
organization or group acting in concert. A person for these purposes shall be
deemed to be a beneficial owner as that term is used in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
D. SURVIVAL OF REMEDIES. This Section 9 shall survive any termination
of this Agreement other than for Good Cause.
11. ARBITRATION.
Any controversy or claim arising out of or in any way relating to this
Agreement, the performance of the parties thereunder, the termination thereof,
or the breach thereof, shall be settled by arbitration in either Xxxxxxxxxx or
Prince George's County, Maryland, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrator may be entered in any court of the State of Maryland
having jurisdiction thereof. The parties agree that any controversy or claim
subject to arbitration will be submitted to a single arbitrator selected from
the panels of Arbitrators of the American Arbitration Rules unless some other
method is agreed to by the parties to this Agreement. Additionally, the
discovery provisions of the Federal Rules of Civil Procedure then in effect
shall apply in any such arbitration and the arbitrator is hereby directed to
enforce such Rules. The losing party in any such arbitration shall pay the
prevailing party's legal fees and costs as well as the costs of the
arbitration. The foregoing agreement to arbitrate shall be specifically
enforceable.
12. STOCK OPTIONS.
Upon the termination of EMPLOYEE's employment for any reason, other
than Good Cause, including death or the expiration of this Agreement pursuant
to Section 2, EMPLOYER shall offer to repurchase all unexpired options (whether
vested or not) to purchase securities of EMPLOYER ("Options") from EMPLOYEE or
his estate or other successor-in-interest, as the case may be. The price to be
paid for each such option shall be the excess, if any, of the then Market Price
(as defined below) of EMPLOYER's common stock (or other securities for which
the option is then exercisable) on the date of termination over the option
exercise price. EMPLOYEE (or his estate or other successor-in-interest) shall
have the right to sell all or a portion of such Options to EMPLOYER. EMPLOYER
shall purchase and pay for all such Options within sixty (60) days of the date
of EMPLOYEE's termination.
For the purpose of this Agreement, "Market Price" shall mean the
closing sale price on the date in question of a share of such stock on the
composite tape for the principal United States securities exchange registered
under the Exchange Act on
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which such stock is listed, or, if such stock is not listed on any such
exchange, the closing sale price or bid quotation with respect to a share of
such stock on the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or if no
such quotations are available, or if shares of such stock are not traded on any
United States registered securities exchange or in the over-the-counter market,
the fair market value on the date in question of a share of such stock as
determined by an investment banker selected by a majority of the members of the
Board of Directors of EMPLOYER in good faith.
13. NON-COMPETITION AND CONFIDENTIALITY
A. NON-COMPETITION. In consideration of the knowledge EMPLOYEE has
gained of EMPLOYER's management and overall business operation during his
employment and to prevent unfair competition with EMPLOYER based on this
knowledge, EMPLOYEE agrees that during the Term and for two years thereafter,
he will not, directly or indirectly, for his own benefit, or for or with any
person, firm or corporation whatsoever other than EMPLOYER, own, control,
manage or operate stores similar in respect of products to those operated by
EMPLOYER during such period of employment in Maryland, Virginia, Illinois or
the District of Columbia or within a 50-mile radius of any other city where
EMPLOYER is operating retail stores; provided, however, that nothing herein
shall prohibit or restrict EMPLOYEE from owning up to 1% of the outstanding
capital stock of any publicly traded corporation.
B. CONFIDENTIALITY. EMPLOYEE shall keep confidential any and all
nonpublic information obtained by him during the term of his employment about
EMPLOYER and its affairs, its goods, techniques, processes, procedures,
materials, know-how, labeling, its leases, its relationship to actual and
potential customers, and needs and requirements of any such actual or potential
customers and similar trade information, and he shall make no disclosure
thereof to third persons in a manner that would be injurious to EMPLOYER.
14. NON-ASSIGNABILITY BY EMPLOYEE
EMPLOYEE shall have no right to assign this Agreement or any of its
rights or obligations hereunder to another party or parties.
15. ASSIGNABILITY BY EMPLOYER
EMPLOYER shall have the right to assign this Agreement or any of its
rights or obligations hereunder to any of its affiliates or to any successor to
the business (by merger, consolidation, sale of stock or assets, or otherwise);
provided that no assignment shall release EMPLOYER from its obligations and
liabilities under this Agreement.
16. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland applicable to contracts made and to be
performed therein, without giving effect to the principles of conflicts of law.
17. NON-WAIVER OF BREACH
No failure of either party to exercise any power, right or remedy
given such party hereunder, or to insist upon the strict compliance by the
other party of any obligation, covenant, term, condition, warranty or agreement
hereunder, and no custom or practice at variance with the terms hereof, shall
constitute a waiver of such party's rights to demand exact compliance with the
terms hereof.
18. NUMBER AND GENDER
Where text required, words in the singular shall be deemed to include
the plural and vice-versa, and words of any gender shall be deemed to include
all genders.
19. HEADINGS NOT PART OF AGREEMENT
Any headings preceding the text of the several Sections and
subparagraphs of this Agreement are inserted solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
20. NOTICES
No notice, request, consent, approval, waiver or other communication
which may be or is required or permitted to be given under this Agreement shall
be effective unless the same is in writing and is delivered in person, or sent
by registered or
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certified mail, return receipt requested, first-class postage prepaid, (1) if
to EMPLOYER to The Cosmetic Center, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx
00000, Attention: President, with a copy to Revlon Consumer Products
Corporation, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice
President and Corporate Secretary, and (2) if to EMPLOYEE to 0000 Xxxxxx Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, or (effective upon receipt) at any other
address that may be given by one party to the other by notice pursuant to this
Section 20. Such notices, if sent by registered or certified mail, return
receipt requested, first-class postage prepaid, shall be deemed to have been
given at the time of mailing.
21. ENTIRE AGREEMENT
This Agreement contains all of the agreements and understandings
between the parties hereto with respect to the employment of EMPLOYEE by
EMPLOYER, and no oral agreements or written correspondence shall be held to
affect the provisions hereof.
22. TERMINATION OF PRIOR AGREEMENTS AND RELEASE. In consideration for
EMPLOYER's execution of this Agreement and for other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged,
EMPLOYEE for himself, his heirs, executors, administrators and assigns, hereby
release and forever discharge EMPLOYER and its predecessors, successors and
assigns, and each of them (collectively, the "Releasees"), from all manner of
actions, causes of action, suits, debts, sums of money, accounts, covenants,
controversies, agreements, promises, damages, judgments, claims and demands
whatsoever, at law, in equity or otherwise, of any nature, whether known or
unknown, EMPLOYEE ever had or may have against each or any of the Releasees
arising out of or in connection with (a) his employment by EMPLOYER or any of
its affiliates prior to the date hereof and (b) any employment agreement,
severance agreement and any other contracts, agreements or commitments prior to
the date hereof regarding salary, bonus, stock options or other compensation
relating to such employment, including, without limitation, that certain
Employment Agreement between EMPLOYEE and EMPLOYER dated February 28, 1991;
provided, however that this release shall not affect and shall not be deemed to
affect EMPLOYEE's rights and the liability of EMPLOYER in respect of claims
EMPLOYEE may have (a) for salary or expense reimbursement in the ordinary
course of business through the date hereof, (b) for indemnification under
EMPLOYER's certificate of incorporation and bylaws and under applicable law,
including the General Corporation Law of Delaware and (c) under EMPLOYER's 1991
Stock Option Plan, the Split-Dollar Insurance Agreement and that certain
Split-Dollar Insurance Benefit Plan relating to deferred compensation dated as
of January 2, 1994 between EMPLOYEE and EMPLOYER. This release is valid whether
any claim or right arises under any federal, state or local statute (including,
without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1991, the Age Discrimination in Employment Act of 1967, the Equal Pay
Act, the Americans with Disabilities Act of 1990, the Employee Retirement
Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Fair
Labor Standards Act, and all other statues regulating the terms and conditions
of employment), regulation or ordinance, under the common law or in equity
(including any claims for wrongful discharge or otherwise), or under any
agreement referred to above.
23. PARTIAL INVALIDITY
Should any part of this Agreement for any reason be declared or held
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of any remaining portion, which remaining
portion shall remain in force and effect as if this Agreement had been executed
with the invalid or unenforceable portion thereof eliminated.
24. AMENDMENTS
Neither this Agreement nor any provision hereof may be amended,
modified, changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
amendment, modification, change, waiver, discharge or termination is sought.
25. BURDEN AND BENEFIT
This Agreement is binding upon, and inures to the benefit of, the
parties hereto and their respective spouses, heirs, executors, administrators,
personal and legal representatives, successors and assigns.
26. COUNTERPARTS
This Agreement may be executed in one or more counterparts and, in
such event, all such counterparts shall constitute originals and all such
counterparts shall constitute a single agreement.
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27. HOLIDAYS, ETC.
Whenever the last day for the performance of any act required by any
party under this Agreement shall fall upon a Saturday, Sunday or legal holiday
in the State of Maryland, the date for the performance of any such act shall be
extended to the next succeeding business day which is not a Saturday, Sunday or
such legal holiday.
28. NO INFERENCE AGAINST AUTHOR.
No provision of this Agreement shall be interpreted against any party
because such party or its legal representative drafted such provision.
IN WITNESS WHEREOF, EMPLOYER has caused this Agreement to be executed
and sealed on its behalf by its duly authorized officers, and EMPLOYEE has
hereunto set his hand and seal, all done as of the day and year hereinabove
first written.
ATTEST: EMPLOYER:
THE COSMETIC CENTER, INC.
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx Xxxxxx
----------------------------- -----------------------------------
Name: Xxxxxx Xxxxxx
Title: President
WITNESS: EMPLOYEE:
/s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxxxxxx
----------------------------- -----------------------------------
Xxxx X. Xxxxxxxxx
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