Exhibit 10.14
NONCOMPETITION AND CONFIDENTIALITY AGREEMENT
THIS NONCOMPETITION AND CONFIDENTIALITY AGREEMENT (this "Agreement") is
made as of January 19, 1999 (the "Effective Date") by and between THE WHITE
HOUSE, INC., and Maryland corporation (the "Company") and XXXXXXX XXXXXXXXX (the
"Executive")
RECITALS
The Executive is employed by the Company as the Company's President and
Chief Executive Officer.
The execution and delivery of this Agreement by the Company and the
Executive are conditions to the purchase of shares of the Company's common stock
pursuant to a Stock Purchase Agreement of even date herewith, by the purchasers
named therein (the "Purchasers").
Contemporaneously with the execution and delivery of this Agreement, the
Executive is selling 256,410 shares of Class A Common Stock of the Company owned
by the Executive to the Purchasers for an aggregate purchase price of $300,000
(the "Purchase Price")
Accordingly, in consideration of the receipt of the Purchase Price, and in
consideration of the foregoing recitals and the agreements contained in this
Agreement, the parties hereto, intending to be legally bound, agree as follows:
1. NONCOMPETITION AND CONFIDENTIALITY.
(a) The Executive acknowledges that in the course of employment
with the Company he has and shall become familiar with the Company's and its
subsidiaries', if any (each, a "Subsidiary," and collectively, the
"Subsidiaries"), "trade secrets or confidential or proprietary information" (as
defined herein) and that his services have been and shall be of special, unique
and extraordinary value to the Company. Therefore, the Executive agrees that,
during the term of his employment with the Company ("the Term"), and for a
period of one year thereafter (the "Noncompete Period"), the Executive shall
not, without the prior written consent of the Company or the applicable
Subsidiary, directly or indirectly, within the United States of America, own,
manage, operate, control, invest in, be employed by or provide consulting
services to, any company or business engaged in retail sales directly competing
with the Company's or any Subsidiary's apparel businesses, as such businesses
exist (or are actively being considered and pursued by the Company or any
Subsidiary) during the Term and on the date of termination of the Term;
provided, however, that nothing herein shall prevent the Executive from owning,
as an investment, up to five percent (5%) of any class of equity
securities issued by any competitor of the Company or any Subsidiary if such
securities are publicly traded so long as the Executive has no active
participation in the business of such competitor. During the Noncompete Period,
the Executive shall not directly or indirectly through another entity (i) induce
or attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way interfere with the
relationship between the Company or any Subsidiary and any employee thereof, or
(ii) induce or attempt to induce any customer, supplier, licensor, franchisee or
other business relation of the Company or any Subsidiary to cease doing business
with the Company or such Subsidiary, or in any way interfere with the
relationship between any such customer, supplier, licensee or business relation
and the Company or such Subsidiary.
(b) Except as required by law or court order (notice of which
shall be given to the Company or the applicable Subsidiary prior to disclosure),
the Executive agrees that he will not disclose to anyone (other than the
Company, any Subsidiary, or any persons employed or designated by the Company or
any Subsidiary), or publish, utter, exploit or make use of any "trade secrets or
confidential or proprietary information" of the Company or such Subsidiary, as
long as such trade secrets and information remain "trade secrets or confidential
or proprietary information" of the Company or such Subsidiary, without the prior
written consent of the Company or such Subsidiary. For purposes of this
Agreement, "trade secrets or confidential or proprietary information" means
information (i) unique to the Company or any Subsidiary which has a business
purpose and is not known or generally available from sources outside the Company
and the Subsidiaries or typical of industry practice, and (ii) the disclosure of
which would have an adverse effect on the business of the Company and the
Subsidiaries.
(c) The Executive acknowledges and agrees that if he breaches any
of the provisions of this Section 1, the Company may suffer immediate and
irreparable harm for which monetary damages alone will not be a sufficient
remedy, and that, in addition to all other remedies that the Company may have,
the Company shall be entitled to seek Specific performance and/or injunctive
relief or any other form of equitable relief to remedy such breach by the
Executive and to enforce the provisions of this Agreement. In addition, in the
event of a breach or violation by the Executive of Section 1(a), the Noncompete
Period shall be rolled until such breach or violation has been duly cured.
2. SEVERABILITY. If any covenant, provision, or agreement contained in
Section 1 hereof is found by a court having jurisdiction to be unreasonable in
duration, geographic scope or character of restrictions, such covenant,
provision or agreement shall not be rendered unenforceable thereby, but rather
the duration, geographic scope or character of restrictions of such covenant,
provision or agreement shall be deemed reduced or modified with retroactive
effect to render such covenant, provision or agreement reasonable, and such
covenant, provision or agreement shall be enforced as modified. If the court
having jurisdiction will not review the covenant, provision or agreement, the
parties hereto shall mutually agree to a revision having an effect as close as
permitted by applicable law to the provision declared unenforceable. The parties
hereto agree that if a court having jurisdiction determines, despite the express
intent of
-2-
the parties hereto, that any portion of the covenants, provisions or agreements
contained herein are not enforceable, the remaining covenants, provisions and
agreements herein shall be valid and enforceable.
3. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland, without regard to principles
of conflict of laws.
4. NOTICES. All notices, requests, demands, and other communications
between the parties under this Agreement shall be in writing and shall be deemed
to have been duly given if hand delivered, delivered by courier service that
provides evidence of delivery, or mailed by certified or registered mail, return
receipt requested with postage prepaid to:
If to the Executive;
Xxxxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to the Company;
The White House, Inc.
0000 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: President and Chairman of the Board
or to such other address as a party provides to the other party from time to
time. All such notices and communications shall be deemed to have been duly
given (i) when delivered by hand, if personally delivered, (ii) one (1) business
day after being deposited with a next-day air courier, or (iii) five (5)
business days after being deposited in the mail, postage prepaid, if mailed.
5. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter hereof,
and supersedes any and all prior and contemporaneous agreements, understandings,
negotiations, and discussions of the parties, whether oral or written. No
amendment, modification or waiver of this Agreement shall be binding unless
executed in writing by each of the parties hereto, or in the case of a waiver,
by the party for whom such benefit was intended. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision of this Agreement, whether or not similar, nor shall such waiver
constitute a continuing waiver unless otherwise expressly so provided in
writing.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives,
-3-
successors and permitted assigns. The Executive may not assign any of his rights
or obligations hereunder without the prior written consent of the Company.
7. REPRESENTATIONS. The Executive acknowledges that (i) he has read
this Agreement in its entirely and understands all of its terms and conditions,
(ii) he has had the opportunity to consult with any individuals of his choice
regarding his agreement to the provisions contained herein, including legal
counsel of his choice, and any decision not to was his alone, and (ii) he is
entering into this Agreement of his own free will, without coercion from any
source. The Executive hereby represents and warrants to the Company that (i) the
execution, delivery and performance of this Agreement by the Executive do not
and shall not conflict with, breach, violate or cause a default under any
contract, agreement, instrument, order, judgment or decree to which the
Executive is a party or by which he is bound, (ii) the Executive is not a party
to or bound by any employment agreement, noncompete agreement or confidentiality
agreement with any other person or entity, and (iii) upon the execution and
delivery of this Agreement by the Company, this Agreement shall be the valid and
binding obligation of the Executive, enforceable in accordance with its terms.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-4-
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized representative, and the Executive has executed this
Agreement each as of the Effective Date.
WITNESS: COMPANY:
THE WHITE HOUSE, INC.
By: /s/ Xxxxxxxx Xxxxxx Xxxxx (SEAL)
---------------------------- --------------------------
Xxxxxxxx Xxxxxx Xxxxx, Vice President
EXECUTIVE:
/s/ [ILLEGIBLE] /s/ Xxxxxxx Xxxxxxxxx (SEAL)
---------------------------- -----------------------------
Xxxxxxx Xxxxxxxxx
-5-
