Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Amendment No. 1 ("Amendment") dated as of the 25th day of July, 1997,
by and between XXXXX KARAN INTERNATIONAL INC., a Delaware corporation, having an
office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and
XXXXX KARAN (the "Executive") to Employment Agreement (the "Agreement") dated as
of the 3rd day of July, 1996, by and between the Company and the Executive.
W I T N E S S E T H
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WHEREAS, the Company and the Executive wish to amend the Agreement on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, it is hereby agreed as
follows:
1. So long as, but only so long as, Xxxx X. Idol, serves as Chief
Executive Officer of the Company, the following amendments to the Agreement are
hereby adopted:
a. AMENDMENT OF SECTION 1. Section 1 of the Agreement is hereby
amended and restated to read in its entirety as follows:
"1. EMPLOYMENT. The Company hereby employs the Executive and
Executive hereby accepts employment by the Company on the terms
and conditions hereinafter set forth, to act as Chairman of the
Board of Directors and Chief Designer for the Company, its
subsidiaries and affiliated companies, and, if so elected, to act
as Chairman of the Board of the Company, its subsidiaries and
affiliated companies."
b. AMENDMENT OF SECTION 2. Section 2 of the Agreement is hereby
amended and restated to read in its entirety as follows:
"2. DUTIES AND SCOPE OF AUTHORITY. The Company hereby agrees that,
except to the extent that the Executive otherwise consents in
writing, during the term of this Agreement:
(a) Executive shall be the sole Chairman of the Board and sole
Chief Designer for the Company, its
subsidiaries and affiliated companies (together with the Company,
the 'DK Companies'). At all times that Executive holds the
position of either Chief Designer or Chairman of the Board, she
shall have equal authority and responsibility with the Chief
Executive Officer with respect to the development of the annual
design budgets, creative budgets and the Company's strategic
plans (including licensing strategies consistent with the
Company's License Agreement dated July 3, 1996 with Gabrielle
Studio, Inc.) for presentation to the Board of Directors for its
approval, public relations policies, and hiring and firing of key
executive officers of the Company; have control over all creative
and artistic aspects relating to the DK Companies, including, but
not limited to, control over the creative and artistic aspects of
design, advertising, marketing, exploitation of all items and
programs produced by the DK Companies and control over hiring and
firing of creative personnel, and shall carry out such
responsibilities in accordance with the DK Companies' strategic
plan and annual financial and operating plan; and the budget
relating to such creative and artistic aspects of the DK
Companies as set forth in the Company's annual plan shall be
prepared and presented to the Board for its approval by the Chief
Executive Officer after collaboration with Executive.
(b) The Company shall cause the Executive to be nominated as a
director of the Company on management's slate of nominees;
(c) Except as expressly permitted herein, Executive's authority,
jurisdiction and responsibility as Chairman of the Board and
Chief Designer shall not be diminished in form or substance from
the authority, jurisdiction and responsibility as set forth
herein;
(d) No action will be taken by the Company to diminish the scope
of the Executive's responsibility and authority, or to render it
difficult or impossible for Executive to carry out her duties."
c. AMENDMENT OF SECTION 5. Section 5 of the Agreement is hereby
amended and restated to read in its entirety as follows:
"5. TERM. The term of this Agreement shall commence as of the
date hereof with respect to the
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Executive's role as Chairman of the Board and Chief Designer and
shall continue for an initial term ending on December 31, 1999
(the 'Initial Term'). Such Initial Term shall continue thereafter
in automatically renewable successive terms of three year periods
as Chairman of the Board and Chief Designer, unless terminated
(i) by the Company for 'cause' as provided in paragraph 9(c)
hereof, or (ii) by Executive as provided in paragraph 9(a) or
9(b) hereof. All aspects of this Agreement shall remain in full
force and effect as long as the Executive continues to serve as
either Chairman of the Board or Chief Designer (or both)
hereunder."
d. AMENDMENT OF SECTION 9(A). (a) The first sentence of Section
9(a) of the Agreement is hereby deleted in its entirety and the
following is hereby inserted in place thereof:
"(a) This Agreement may be terminated by the Executive without
reason at any time after the Initial Term."
e. AMENDMENT OF SECTION 9(B). Section 9(b)(i) of the Agreement is
hereby amended and restated in its capacity as follows:
"(i) if at any time the Executive shall (without her prior
written consent) not be Chairman of the Board and the sole Chief
Designer."
2. ACKNOWLEDGMENT. Executive hereby expressly acknowledges and
agrees that the changes in her duties and responsibilities as set forth in this
Amendment and the appointment of Xxxx X. Idol as Chief Executive Officer of the
Company do not constitute "good reason" as set forth in Section 9(b)(ii) of the
Agreement.
3. SEPARABILITY. In the event that any provision or any portion of
any provision of this Amendment shall be held to be void or unenforceable, the
remaining provisions of this Amendment (and the balance of any provisions held
void or
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unenforceable in part only) shall continue in full force and effect.
4. ASSIGNMENT. This Agreement may not be assigned by Executive, but
may be assigned by the Company to any successor in interest in a transaction not
constituting a "change of control" as set forth in paragraph 9(b)(v) of the
Agreement. This Amendment shall inure to the benefit of, and shall be binding
upon the Company, its permitted successors and assigns, and Executive, her legal
representatives, executors and administrators.
5. ENTIRE AGREEMENT. This Amendment, together with the Agreement
(as amended hereby), contains the full and complete understanding and agreement
of the parties with respect to the subject matter hereof and supercedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof.
6. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of law provisions thereof.
7. WAIVER; AMENDMENT AND CONSENTS. No waiver by either party of any
breach of any provision of this Amendment shall be deemed a waiver of any
preceding or succeeding breach of such provision or of any other provision
herein contained. Any amendment to this Amendment, and any consent or waiver by
a party
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hereto to any provision of this Amendment, shall be in writing and delivered to
both parties to this Amendment.
8. NOTICES. Except as otherwise specifically provided herein, any
notice or other communication given hereunder shall be deemed sufficient if
delivered personally or sent by registered or certified mail, return receipt
requested, as follows:
If to the Company:
Xxxxx Karan International Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
If to Executive:
Xx. Xxxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The foregoing addresses may be changed by notice given in the manner
set forth in this paragraph 8.
9. THE AGREEMENT. Except as expressly set forth herein, all other
provisions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.
XXXXX KARAN INTERNATIONAL INC.
By: /s/
---------------------------
Name:
Title:
/s/
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XXXXX KARAN
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