1
EXHIBIT 10.26
VANS, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement" herein) is entered into as of July
19, 2000, by and between VANS, INC., a Delaware corporation (the "Company"), and
XXXXXX X. XXXXXX ("Employee").
1. Employment and Duties. The Company hereby employs Employee as its
Senior Vice President of Global Operations on the terms and subject to the
conditions contained in this Agreement. Employee shall be responsible for
managing the Company's information technology department, planning and sourcing
department, logistics and distribution department, customer service department
and international sales for Asia and The Americas. Employee hereby accepts such
employment and agrees to perform in good faith and to the best of Employee's
ability all services which may be required of Employee hereunder and to be
available to render services at all reasonable times in accordance with such
directions, requests, rules and regulations made by the Company in connection
with Employee's employment. Employee hereby acknowledges and understands the
duties and services that are expected of him hereunder, and he hereby represents
that he has the experience and knowledge to perform such duties and services.
Employee shall, during the term hereof, devote Employee's full working time and
energy to performing his duties. Employee shall report directly and exclusively
to the President and Chief Executive Officer. Employee shall be based at the
Company's corporate offices in southern California. Employee shall not be
transferred or reassigned to any location outside of southern California without
Employee's prior written consent. Employee understands, however, that Employee
may be required to travel within and out of the State of California to discharge
his duties hereunder.
2. Term of Employment. The term of this Agreement shall commence as of the
date hereof and shall terminate on July 18, 2003, unless sooner terminated as
provided herein or unless extended as provided herein. This Agreement does not
give Employee any enforceable right to employment beyond this term, and Employee
agrees that he shall have no rights hereunder thereafter. AS PROVIDED FURTHER IN
PARAGRAPH 11.1 BELOW, THIS AGREEMENT CONSTITUTES AN EMPLOYMENT AT-WILL THAT MAY
BE TERMINATED AT ANY TIME BY COMPANY OR EMPLOYEE, WITH OR WITHOUT CAUSE,
NOTWITHSTANDING THE THREE - YEAR TERM OF THIS AGREEMENT. IF EMPLOYEE IS
TERMINATED WITHOUT CAUSE DURING THE TERM HEREOF, OR AFTER A "CHANGE IN
MANAGEMENT OR CONTROL," AS DEFINED IN PARAGRAPH 11.5 BELOW, OR TERMINATES THIS
AGREEMENT FOR "GOOD REASON," AS DEFINED IN PARAGRAPH 11.3 BELOW, EMPLOYEE'S SOLE
REMEDY SHALL BE THE COMPENSATION SET FORTH IN PARAGRAPH 11.4 BELOW.
Initial /s/ CEG Initial /s/ AIC
-------------- -----------
Representative Employee
2
3. Salary Compensation. As salary compensation for Employee's services
hereunder and all the rights granted hereunder by Employee to the Company, the
Company shall pay Employee a gross salary of no less than $265,000.00 per annum.
Employee's salary shall be payable in bi-weekly increments in accordance with
the Company's payroll practices for salaried employees. Employee's performance
and salary will be reviewed at least annually by the Compensation Committee of
the Company's Board of Directors to determine if an increase is appropriate. The
Company shall deduct and withhold from the compensation payable to Employee
hereunder any and all amounts required to be deducted or withheld by the Company
under the provisions of any statute, regulation, ordinance, or order and any and
all amendments hereinafter enacted requiring the withholding or deducting from
compensation payable to employees.
4. Expense Reimbursement. Employee shall be reimbursed by the Company for
all traveling, hotel, entertainment and other expenses that are properly and
necessarily incurred by Employee, pursuant to the Company's policies on the
same.
5. Death or Disability of Employee.
5.1 General. In the event of Employee's death or "disability" (as
such term is defined in Paragraph 5.2 hereof) while in the employ of the
Company, this Agreement, and the compensation due to Employee pursuant to
Paragraph 3 hereof, shall terminate upon the date of death or disability and the
Company shall thereafter be required to make payments only to Employee, as
provided in Paragraph 11.2 hereof. If Employee shall recover from such
disability prior to the expiration date of the Agreement, this Agreement and
Employee's employment hereunder shall be reinstated for the balance of the term
of this Agreement.
5.2 Definition of Disability. Employee shall be deemed disabled if,
in the sole opinion of the Company, Employee is unable to substantially perform
the services required of Employee hereunder for a period in excess of 60
consecutive work days or 60 work days during any 90 work day period. In such
event, Employee shall be deemed disabled as of such 60th workday.
6. Restrictive Covenant. During the term of this Agreement, Employee shall
(i) devote his full time and energy solely and exclusively to the performance of
his duties described herein; (ii) not directly or indirectly provide services to
or through any company or firm except the Company unless otherwise instructed by
the Company; (iii) not directly or indirectly own, manage, operate, join,
control, contribute to, or participate in the ownership, management, operation
or control of or be employed by any enterprise which is engaged in any business
competitive with or similar to that of the Company; and (iv) not render any
services of any kind or character for Employee's own account or for any other
person, firm or corporation without first obtaining the
2
3
Company's consent in writing; provided, however, Employee shall have the right
to perform such incidental services as are necessary in connection with
Employee's (a) private passive investments where he is not obligated or required
to, and shall not in fact, devote any managerial efforts, as long as such
investments are not in companies which are in competition in any way with the
Company; or (b) charitable or community activities, or in trade or professional
organizations, provided that such incidental services do not interfere with the
performance of Employee's services hereunder.
6.1. The foregoing restrictions shall not apply in the case of a
passive investment by the Employee in a company in which the Employee owns less
than 2% of the stock of such company.
7. Non-Solicitation. Employee shall not, during the full term of this
Agreement and for a period of one (1) year thereafter, for himself or on behalf
of any other person, partnership, corporation or entity, directly or indirectly,
or by action in concert with others, solicit, induce, suggest or encourage any
person known to him to be an employee of the Company or any affiliate of the
Company to terminate his or her employment or other contractual relationship
with the Company or any of its affiliates.
8. Trade Secrets and Related Matters
8.1 Definitions. For purpose of this Section 8:
(a) "Records" means files, accounts, records, log books,
documents, drawings, sketches, designs, diagrams, models, plans, blueprints,
specifications, manuals, books, forms, notes, reports, memoranda, studies,
surveys, software, flow charts, data, computer programs, listing of source code,
calculations, recordings, catalogues, compilations of information,
correspondence, confidential data of customers and all copies, abstracts or
summaries of the foregoing in any storage medium, as well as instruments, tools,
storage devices, disks, equipment and all other physical items related to the
business of the Company (other than merely personal items of a general
professional nature), whether of a public nature or not, and whether prepared by
Employee or not.
(b) "Trade Secrets" means confidential business or technical
information or trade secrets of the Company which Employee acquires while
employed by the Company, whether or not conceived of, developed or prepared by
Employee or at his direction and includes:
(i) Any information or compilation of information
concerning the Company's financial position, financing, purchasing, accounting,
marketing, merchandising, sales, salaries, pricing, investments, costs, profits,
plans for future development, employees, prospective employees, research,
development, formulae, patterns, inventions, plans, specifications, devices,
products, procedures, processes, operations, techniques, software, computer
programs or data;
3
4
(ii) Any information or compilation of information
concerning the identity, plans, requirements, preferences, practices and methods
of doing business on specific customers, suppliers, prospective customers and
prospective suppliers of the Company;
(iii) Any other information or "know how" which is
related to any product, process, service, business or research of the Company;
and
(iv) Any information which the Company acquires from
another party and treats as its proprietary information or designates as
"Confidential," whether or not owned or developed by the Company.
Notwithstanding the foregoing, "Trade Secrets" do not include any of the
following:
(i) Information which is publicly known or which is
generally employed by the trade, whether on or after the date that Employee
first acquires the information;
(ii) General information or knowledge which Employee
would have learned in the course of similar work elsewhere in the trade; or
(iii) Information which Employee can prove was known by
Employee before the commencement of Employee's engagement by the Company;
8.2 Acknowledgments. Employee acknowledges that:
(a) Employee's relationship with the Company will be a
confidential relationship in which Employee will have access to and may create
Trade Secrets.
(b) The Company uses the Trade Secrets in its business to
obtain a competitive advantage over its competitors who do not know or use that
information.
(c) The protection of the Trade Secrets against unauthorized
disclosure or use is of critical importance in maintaining the competitive
position of the Company.
8.3 Protection of Trade Secrets. Employee shall not at any time,
without the prior written consent of the Company, which may be withheld by it in
its sole and absolute discretion, disclose any Trade Secret in any way except to
employees of the Company, and shall not use any Trade Secret in any way except
in connection with his or her duties to the Company.
4
5
8.4 Records.
(a) Ownership. All Records are and shall remain the exclusive
property of the Company.
(b) Return of Records. At the termination of this Agreement,
Employee shall promptly return to the Company all records in Employee's
possession or over which Employee has control.
8.5 Prohibited Use of Trade Secrets. During the term of this
Agreement and for 12 months following termination of this Agreement, Employee
shall not undertake any employment or consulting relationship (the "New
Activity") if the loyal and complete fulfillment of his or her duties in the New
Activity would inherently call upon Employee to reveal any Trade Secret.
9. Ownership of Material and Ideas. Employee agrees that all material,
ideas, and inventions pertaining to the business of the Company or of any client
of the Company, including but not limited to, all patents and copyrights thereon
and renewals and extensions thereof, trademarks and trade names, and the names,
addresses and telephone numbers of customers, distributors and sales
representatives of the Company, belong solely to the Company. Employee hereby
assigns any rights he may have to any such property to the Company, and agrees
to execute and deliver any documents which evidence such assignment.
10. Employee Plans, etc. Employee shall be entitled to participate, to the
same extent as other senior officers of the Company, in any bonus compensation
plan, stock purchase or stock option plan, group life insurance plan, group
medical insurance plan and other compensation or employee benefit plans
(collectively, "Plans") which are generally available to a majority of the other
officers of the Company during the term hereof and for which Employee shall
qualify. Employee further understands, however, that the Board of Directors, or
such committee or person or persons designated by the Board of Directors, shall
determine in its sole discretion (i) whether any Plans are made available to a
majority of the officers of the Company; (ii) whether one or more Plans are
adopted solely for the Chief Executive Officer and/or one or more (but not a
majority) of the officers of the Company; (iii) whether one or more Plans are
made available to a majority of the officers; and (iv) the amounts payable or
the benefits provided thereunder to each participant in whole or in part.
Employee agrees and acknowledges that he has no vested interest in the
continuance of any Plan, and that no Plan in existence on the date of the
Agreement has acted as a material inducement to Employee in entering into this
Agreement. Notwithstanding anything to the contrary contained herein, (i) the
Company shall obtain and maintain life insurance for Employee in an amount equal
to no less than two (2) times his base salary, and (ii) the Company shall use
its best efforts to cause the Compensation Committee of the Board of Directors
to grant Employee a stock option for 35,000 shares under the Company's 1991
Long-Term Incentive Plan (the "First Option"), and a stock option for 40,000
shares under a new option plan being considered by the Board of Directors (the
"Second Option"). The First Option shall be issued as an "Incentive Stock
Option" as
5
6
that term is used in Section 422 of the Internal Revenue Code. To the extent
that the new option plan being considered by the Board of Directors provides for
the issuance of Incentive Stock Options, then the Second Option shall be issued
as an Incentive Stock Option. The First Option will have a three-year vesting
schedule as follows: 1/3 of the stock shall vest on each of July 18, 2001, July
18, 2002, and July 18, 2003.The Second Option will have a five-year vesting
schedule as follows: 1/5 of the stock shall vest on each of July 18, 2001, July
18, 2002, July 18, 2003, July 18, 2004, and July 18, 2005. The First Option and
Second Option are exclusive of and in addition to any option to which Employee
may be entitled to under the Company's Vanstastic Employee Stock Option Plan
Employee also shall be entitled to participate in the Company's Fiscal 2001
Bonus Plan, and all subsequent Bonus Plans applicable to the Company's senior
officers in effect throughout the term of this Agreement with an opportunity to
receive a bonus equal to 50% of his salary, subject to terms and conditions of
the Plan. For the fiscal year 2001, Employee shall be guaranteed a bonus of at
least 25% of his base salary, prorated to reflect the fact that Employee's
employment with the Company has commenced after the beginning of fiscal year
2001. Such bonus shall be paid in a lump sum after the end of fiscal year 2001
at the same time bonuses are paid to all other officers of the Company.
11. Termination.
11.1 "At Will" Employment. This Agreement, and Employee's
employment, is at will, and the Company may, with or without notice, terminate
this Agreement and all of the Company's obligations hereunder with or without
"Cause." Provided, however, that if the Company terminates Employee's employment
without Cause, the Company shall be obligated to pay the Employee the severance
benefits set forth in Paragraph 11.4. Employee may also terminate this Agreement
at any time, for any reason, upon the giving of thirty (30) days' written notice
to the Company; provided, however, the Company may waive all or any portion of
such notice period in its sole and absolute discretion. The term "Cause," as
used in this Agreement, shall mean: (i) Employee's conviction of a felony (which
through the lapse of time or otherwise is not subject to appeal); (ii)
Employee's willful refusal or neglect, without "Good Reason," to perform his
duties under Section 1 of this Agreement; (iii) Employee's breach of his
fiduciary obligations as an executive officer of the Company; (iv) Employee's
intentional and material failure to adhere to the code of conduct and rules set
forth in the Company's Employee handbook, as amended from time to time; (v) the
death or disability of the Employee; and (vi) the voluntary termination by
Employee of his employment without "Good Reason" as defined in paragraph 11.3.
11.2 Termination for Cause. Upon termination for Cause, the Company
shall only be required to pay Employee: (i) accrued salary compensation due to
Employee as compensation for services rendered hereunder and not previously
paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses
incurred by Employee in connection with his duties hereunder and approved
pursuant to Section 4 hereof, all through the date of termination. Employee
shall not be entitled to any severance compensation; bonus compensation, whether
"vested" or unvested; or any other compensation, benefits or reimbursement of
any kind.
6
7
11.3 Termination for "Good Reason." Employee may terminate this
Agreement for "Good Reason" (as hereinafter defined) upon thirty (30) days
written notice to the Company. The term "Good Reason" means: (i) Employee is not
appointed or is removed from the position of Senior Vice President of Global
Operations without Cause during the term of this Agreement; (ii) the Company
proposes, or without Employee's consent makes, a material change in the duties
or reporting responsibility described in Section 1; (iii) the Company breaches
any of its obligations hereunder; or (iv) the Company fails to cause the
Compensation Committee of the Board of Directors to grant the Employee the First
Option within ninety (90) days of the date of this Agreement and the Second
Option within one hundred and eighty (180) days of the date of this Agreement.
The term "Good Reason" does not include a situation where certain of the duties
described in Section 1 are removed from Employee's responsibility and replaced
with other duties which constitute greater responsibility and/or authority.
Unless Employee terminates this Agreement within thirty (30) days of learning
from any source that the Company has acted so as to provide "Good Reason" for
Employee to terminate this Agreement and gives thirty (30) days written notice
of such termination, Employee's right to receive severance compensation pursuant
to paragraph 11.4 for such event shall be forever lost.
11.4 Severance Compensation; Reimbursement for Costs of Relocation.
In the event (i) Employee terminates this Agreement for Good Reason in
accordance with Paragraph 11.3 hereof; or (ii) Employee is terminated for any
reason (except death or disability) upon, or within six months following, a
"Change in Management or Control (as such term is defined in Paragraph 11.5
hereof);" (iii) Employee is terminated without Cause, the Company shall be
obligated to pay severance compensation to Employee in an amount equal to his
salary compensation (at the rate payable at the time of such termination) for a
period of the lesser of (i) the remaining portion of the term of this Agreement,
or (ii) six (6) months from the date of termination (the "Severance Payment";
provided however, if the Compensation Committee of the Board of Directors has
not issued the Second Option within one hundred and eighty (180) days of the
date of this Agreement, the Severance Payment shall be increased to an amount
equal to Employee's salary compensation for nine (9) months, whether Employee
terminates this Agreement for Good Reason or not. Notwithstanding anything else
in this Agreement to the contrary, solely in the event of a termination upon or
following a Change in Management or Control, the amount of severance
compensation paid to Employee hereunder shall not include any amount that the
Company is prohibited from deducting for federal income tax purposes by virtue
of Section 280G of the Internal Revenue Code of 1986, as amended, or any
successor provision.
In addition to the foregoing severance compensation, the Company shall pay
Employee: (i) all compensation for services rendered hereunder and not
previously paid; (ii) accrued vacation pay; (iii) any appropriate business
expenses incurred by Employee in connection with his duties hereunder and
approved pursuant to Section 4 hereof; and (iv) if prior to July 18, 2003, an
amount sufficient to reimburse Employee for the reasonable out-of-pocket costs
of relocating his residence from southern California
7
8
to the northeast United States; provided that, such amount shall not include any
costs associated with the purchase or sale of a new or existing home.
11.5 Definition of "Change in Management or Control." The term
"Change in Management or Control" means (i) the time that the Company first
determines that any person and all other persons who constitute a group (within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act")) have acquired direct or indirect beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or
more of the Company's outstanding securities unless a majority of the
"Continuing Directors" (as such term is hereinafter defined) approves the
acquisition not later than ten (10) business days after the Company makes that
determination, or (ii) the first day on which a majority of the members of the
Company's Board of Directors are not "Continuing Directors." The term
"Continuing Directors" means, as of any date of determination, any member of the
Board of Directors of the Company who (i) was a member of that Board of
Directors on the date of this Agreement, (iii) has been a member of that Board
of Directors for the two years immediately preceding such date of determination,
or (iv) was nominated for election or elected to the Board of Directors with the
affirmative vote of the greater of (x) a majority of the Continuing Directors
who were members of the Board at the time of such nomination or election, or (y)
at least four Continuing Directors.
11.8 Exclusive Remedy. The payments referred to in this Section 11
shall be exclusive and shall be the only remedy available to Employee for
termination of his employment with the Company. If Employee gives notice of
termination of this Agreement, or if it becomes known that this Agreement will
otherwise terminate in accordance with its provisions, the Company may, in its
sole discretion, relieve Employee of his duties under this Agreement or assign
Employee other duties and responsibilities to be performed until the termination
becomes effective.
12. Services Unique. It is agreed that the services to be rendered by
Employee hereunder are of a special, unique, unusual, extraordinary and
intellectual character which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law
and that a breach by Employee of any of the provisions contained herein will
cause the Company irreparable injury and damage. Employee expressly agrees that
the Company shall be entitled to injunctive or other equitable relief to prevent
a breach hereof. Resort to any such equitable relief shall not be construed as a
waiver of any of the rights or remedies which the Company may have against
Employee for damages or otherwise.
13. Key Man Life Insurance. During the term of this Agreement, the Company
may at any time effect insurance on Employee's life and/or health in such
amounts and in such form as the Company may in its sole discretion decide.
Employee shall not have any interest in such insurance, but shall, if the
Company requests, submit to such medical examinations, supply such information
and execute such documents as may be required in connection with, or so as to
enable the Company to effect, such insurance.
8
9
14. Vacation. Employee shall have the right during each one year period of
the term of this Agreement to take an aggregate of four weeks of vacation, with
pay, at such times as are mutually convenient to Employee and to the Company.
15. Other Benefits.
15.1 Expense Reimbursement for Relocation of Residence. The Company
shall, upon receipt of appropriate documentation from Employee, reimburse
Employee for all actual and reasonable expenses incurred by Employee in
relocating his residences from Rhode Island and upstate New York to Southern
California, including all reasonable packing and moving expenses. The Company
shall have no obligation to purchase a new residence in Southern California for
Employee or contribute to, or reimburse him for, the purchase price thereof or
closing costs associated therewith. However, the Company shall pay the
reasonable cost of temporary residence and transportation for Employee and his
family in an agreed to area of Southern California for a period of four (4)
months.
15.2 Car Allowance. The Company shall provide Employee with a car
allowance of $1,000 per month.
15.3 Round-Trip Airfare. The Company shall pay the round-trip coach
airfare of Employee's spouse and/or son for up to an aggregate of four (4) trips
each year to or from the East Coast.
16. Notices. Any and all notices, demands or other communications required
or desired to be given hereunder by any party shall be in writing and shall be
validly given or made to another party if given by personal delivery, telex,
facsimile, telegram or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice, demand or
other communication is given by personal delivery, telex, facsimile or telegram,
service shall be conclusively deemed made at the time of such personal service.
If such notice, demand or other communication is given by mail, such notice
shall be conclusively deemed given forty-eight (48) hours after the deposit
thereof in the United States mail addressed to the party to whom such notice,
demand or other communication is to be given as hereinafter set forth:
To the Company: VANS, INC.
00000 Xxxxxxxxx Xxxxxx
Xxxxx Xx Xxxxxxx, Xxxxxxxxxx 00000
Attn: General Counsel
562/565-8413 - facsimile
To Employee: XXXXXX X. XXXXXX
(at the address set forth below his signature)
9
10
With a copy to: Xxxxxx X. Xxxxx, Esquire
Fox, Rothschild, O'Brien & Xxxxxxx, LLP
P.O. Box 1589
000 Xxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000
215/345/7507 - facsimile
Any party hereto may change his or its address for the purpose of receiving
notices, demands and other communications as herein provided by a written notice
given in the manner aforesaid to the other party or parties hereto.
17. Applicable Law and Severability. This Agreement shall, in all
respects, be governed by the laws of the State of California applicable to
agreements executed and to be wholly performed within the State of California.
Nothing contained herein shall be construed so as to require the commission of
any act contrary to law, and wherever there is any conflict between any
provision contained herein and any present or future statute, law, ordinance or
regulation contrary to which the parties have no legal right to contract, the
latter shall prevail but the provision of this Agreement which is affected shall
be curtailed and limited only to the extent necessary to bring it within the
requirements of the law.
18. Attorneys' Fees. In the event any action is instituted by a party to
enforce any of the terms and provisions contained herein, the prevailing party
in such action shall be entitled to such reasonable attorneys' fees, costs and
expenses as may be fixed by the arbitrator.
19. Modifications or Amendments. No amendment, change or modification of
this Agreement shall be valid unless in writing and signed by all of the parties
hereto. Further, any amendment, change or modification of this Agreement
(including but not limited to the at-will nature of this Agreement as set forth
in Section 2 and Paragraph 11.1 hereof) must be approved in advance by the Board
of Directors of Company and reflected in the minutes of such Board's meetings or
in an action by unanimous written consent.
20. Successors and Assigns. All of the terms and provisions contained
herein shall inure to the benefit of and shall be binding upon the parties
hereto and their respective heirs, personal representatives, successors and
assigns.
21. Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the subject matter of this
Agreement, and any and all prior agreements, understandings or representations
are hereby terminated and canceled in their entirety and are of no further force
or effect. Employee specifically acknowledges and agrees that the Company has
not made any promises, assurances or guarantees regarding his employment or the
Company's business or future prospects, and he has not relied on any such
promises, assurances or guarantees in making his decision to become employed by
the Company and relocate his residence to Southern California.
10
11
22. Counterparts. This Agreement may be executed in counterparts.
23. Arbitration of Employment Disputes. Any dispute or controversy arising
out of this Agreement or the employment relationship between Employee and the
Company, including but not limited to, claims by Employee for wrongful
termination, race discrimination, sex discrimination, age discrimination,
discrimination based on nationality or religion, violation of Title VII of the
Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of
1990, the Age Discrimination in Employment Act of 1967, as amended, and the
California Fair Housing and Employment Act, as amended, shall, at any time
following the termination of Employee's employment, be submitted to final and
binding arbitration that shall comply with the applicable arbitration rules of
either the American Arbitration Association or the Judicial Arbitration and
Mediation Service ("JAMS")/Endispute, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The cost
of arbitration (except for Employee's attorneys' fees and costs the payments of
which shall be governed by Paragraph 18) shall be borne by the Company. The
arbitration shall occur in Los Angeles, California and the parties hereby
consent to the jurisdiction of the arbitrator and to service of process. The
arbitrator shall issue a written opinion regarding his/her decision. EMPLOYEE
HEREBY UNDERSTANDS THAT, BY SIGNING THIS AGREEMENT, HE IS AGREEING TO HAVE ANY
CLAIM HEREUNDER, OR UNDER HIS EMPLOYMENT RELATIONSHIP WITH THE COMPANY, DECIDED
BY NEUTRAL ARBITRATION AND IS GIVING UP THE RIGHT TO A JURY OR COURT TRIAL.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PROVISION IS INTENDED TO AFFECT
OR RESTRICT ANY RIGHTS OR REMEDIES EMPLOYEE MIGHT HAVE IF HIS CLAIMS WERE
BROUGHT IN COURT.
24. Survival of Certain Provisions. Sections 7,8,9, and 23 of this
Agreement shall survive the termination hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
EMPLOYEE: THE COMPANY:
VANS, INC.,
a Delaware corporation
/s/ Xxxxxx X. Xxxxxx
---------------------------- By: /s/ Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx -------------------------
Vice President and
General Counsel
--------------------------- -------------------------
Address Title
11
