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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of December, 1997, between
KELLWOOD COMPANY, a Delaware corporation, hereinafter called (the
"Corporation"), and XXX X. XXXXX residing at 000 Xxxxx Xxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxxxxx 00000-0000, hereinafter called (the "Executive").
NOW, THEREFORE, IT IS AGREED:
1. Employment. (a) The Corporation hereby employs Executive
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in an executive capacity as President and Chief Executive Officer, for the
period (the "Employment Period") commencing as of December 1, 1997, and
ending on November 30, 1999. Executive hereby accepts such employment in St.
Louis, Missouri, and agrees to devote his full time and effort to the
services of the Corporation in such executive capacity, and as a Director,
with such other duties as may be reasonably assigned to him by the Board of
Directors of the Corporation, and to act in an executive capacity and/or as a
Director without additional compensation for any of its subsidiaries,
affiliated companies or others as the Board of Directors shall require. Any
outside directorships shall be agreed upon and approved in advance by the
Board of Directors.
(b) In the event Executive shall become disabled during the
Employment period, the Corporation shall continue to pay his salary at the
same rate and times as in effect on the date of disability. The Corporation
shall also continue to provide Executive with all benefits to which he is
entitled hereunder. If
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such disability continues for a continuous period of one year, the Board of
Directors of the Corporation, at its option, may thereafter terminate the
employment of Executive. For purposes of this Employment Agreement,
disability shall mean a mental or physical illness or condition which in the
reasonable judgment of the Board of Directors renders Executive incapable of
performing his duties as required hereunder.
2. Base Salary. During the Employment Period, the Corporation
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shall pay to Executive for all services rendered by him to the Corporation in
any capacity a minimum annual salary at the rate of Six Hundred Thousand
Dollars ($600,000.00) to be paid in twelve equal monthly payments.
3. Other Compensation. During the Employment Period, the
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Executive shall be entitled to participate in all compensation and benefit
programs (e.g., life, medical and disability insurance, retirement, vacation
and stock options) as the Corporation may from time to time offer or make
available to other officers employed by the Corporation and its subsidiaries.
The Corporation also shall provide Executive and his family medical and major
medical insurance coverage on the same basis as provided to other officers of
the Corporation. The Corporation shall also provide Executive the special
Retirement and Death Benefit he is now entitled to under that certain "Death
Benefit Agreement" dated June 2, 1994; as well as coverage under the
Corporation's Directors and Officers Liability Policy.
4. Expenses. The Corporation agrees to reimburse
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Executive for all travel, entertainment and other expenses reasonably incurred
by Executive in rendering the services called for by this Agreement, provided
that Executive shall submit vouchered expenditures in reasonable detail to
the Corporation. Corporation shall issue credit cards to Executive on the
same basis as other officers of the Company for this purpose.
5. Vacation. Executive shall be entitled each year to a
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vacation of three weeks, during which time his salary shall be paid in full,
to be taken at such time or times that Executive may reasonably select.
6. Confidential Information. Executive agrees not to disclose
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or use at any time except in pursuit of the business of the Corporation, any
confidential information of the Corporation, whether Executive has such
information in his memory or embodied in writing or other physical form. For
purposes of this Agreement the phrase "confidential information" means all
information relating to the Corporation which (a) is known only to the
Corporation's employees including former employees of the Corporation or
employees of affiliated companies, or others in a confidential relationship
with the Corporation, and (b) relates to specific business matters, such as
operational procedures of the Corporation or customers or accounting
procedures of the Corporation.
7. NonCompete. Executive agrees that, while payments are
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being made to him hereunder, he will not, directly or indirectly, engage in
or have a substantial interest in any business (except for ownership of less
than 5% of the outstanding
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publicly traded stock of any class of any corporation) which at the time shall
be in whole or substantial part competitive with any part of the business
carried on by the Corporation or its subsidiaries now or at any time until the
end of the Employment Period, either for his own or family's benefit or with
any person, firm or corporation whatsoever other than the Corporation and its
subsidiaries. Executive further agrees that he will report to the Board of
Directors of the Corporation any substantial business dealings between himself
or his family and Corporation or any of its subsidiaries including dealings
between the Corporation and a company in which he or any of his family has a
substantial financial interest. Executive agrees to immediately terminate the
business dealing if the Board of Directors of the Corporation determines in
good faith that a conflict exists.
8. Corporation's Successor. In the event that the Corporation
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shall at any time be liquidated or dissolved (either in whole or in
substantial part), be merged with or consolidated into any other corporation
or corporations, or in the event that all or substantially all of the assets
of the Corporation shall be sold or otherwise transferred to another
corporation, the provisions of this Agreement shall be binding upon and inure
to the benefit of the successor of the Corporation to which such assets shall
be sold or transferred (the "Corporation's Successor"). The term
"Corporation" wherever used in this Agreement shall include the Corporation's
Successor.
9. Severance. If at any time during the Employment
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Period the Corporation terminates the Executive's employment without Cause,
then Executive shall, (a) be entitled to receive monthly base salary at the
annual rate then in effect for the balance of the Employment Period, and (b)
provided that Executive has been employed for at least the first three months
of the fiscal year, be entitled to receive a prorated portion of the year end
cash bonus Executive would have earned based on full fiscal year results with
said bonus payable at the normal time in June. Proration examples would be:
two months = 0%; six months = 50%; nine months = 75%; etc. If at any time
during the employment period, (a) this Agreement terminates as a result of
the death of the Executive, (b) this Agreement terminates as a result of the
Executive voluntarily quitting, (c) the Corporation terminates the Executive
for disability in accordance with paragraph 1(b), or (d) the Corporation
terminates the Executive for Cause in accordance with this paragraph, then
all of the Executive's rights under this Agreement which would accrue
following the date of that termination shall cease. For these purposes
"Cause" shall mean (i) the continued failure by the Executive to
substantially perform his duties with the Corporation (other than any such
failure resulting from his incapacity due to physical or mental illness -
which is addressed in paragraph 1(b)) after a written demand for substantial
performance is delivered to him by the Board of Directors of the Corporation,
which demand specifically identifies the manner in which the Board believes
that the Executive has not substantially performed his duties or (ii) the
engaging by the Executive in
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misconduct which is demonstrably and materially injurious to the Corporation
monetarily or otherwise and the existence of Cause is determined in good faith
by the Corporation's Board of Directors.
10. Mitigation. Executive shall not be obligated to seek other
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employment in mitigation of the amounts payable under any provision of this
Agreement. However, should he commence other employment, any compensation
received from such employment and related to services he performs prior to
November 30, 1999, shall offset and reduce the Corporation's obligations to
make the payments under this Agreement.
11. Waiver. No waiver of any breach or failure to perform the
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terms, covenants and conditions of this Agreement shall be binding upon the
parties hereto unless the same shall be in writing. Any such waiver shall be
for one time only and shall not be for any future breach of failure to
perform under the terms of this Agreement.
12. Inventions. Any and all inventions, designs and the like
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created by Executive during the term of this Agreement, which relate to or
are connected with the business then being conducted by the Corporation,
shall be the sole and exclusive property of the Corporation. The Corporation
shall have the right, at its sole cost and expense, to take out copyrights or
obtain letters patent on any such inventions, designs and the like, and such
copyrights and renewals thereof shall likewise be the sole and exclusive
property of the Corporation. Executive shall, at no cost or expense to him,
cooperate in effectuating the registration of any
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claim to copyright or patent or any other proceedings to afford protection
thereunder.
13. Notices. All notices, requests, offers, demands and other
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communications hereunder shall be in writing and shall be effectively given
or made when mailed by registered or certified mail, return receipt
requested, and when directed to the party at the address given herein, or to
such other address as either party may hereafter designate in writing.
If to Executive:
To Executive's current address as shown
on the Company's records
If to the Corporation:
Kellwood Company
000 Xxxxxxxx Xxxxxxx
X.X. Xxx 00000
Xx. Xxxxx, XX 00000
Attention: Secretary
14. Choice of Law. The Agreement shall be construed in
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accordance with and governed under the laws of the State of Missouri.
15. Successors and Assigns. This Agreement shall be binding
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upon and inure to the benefit of the parties hereto, their heirs, executors,
successors and assigns.
16. Entire Agreement. This Agreement constitutes the entire
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understanding between the parties hereto and may not be modified, amended,
altered or changed except in writing signed by the parties.
17. Partial Invalidity. If any provision or portion of this
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Agreement shall, to the extent, be invalid or unenforceable,
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the remainder of this Agreement or the application of such portion or
provision in circumstances other than those to which it is held invalid or
unenforceable shall not be effected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
IN WITNESS WHEREOF, the parties have executed this Agreement the
day and year first above written.
KELLWOOD COMPANY
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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SECRETARY Xxxxx X. Xxxxxx
Chairman of the
Compensation and Stock
Option Committee
EXECUTIVE
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxx
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WITNESS Xxx X. Xxxxx
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