EXHIBIT (10)(A)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
-----------------------------------------
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into this
25th day of February, 1998 by and among ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Employee"), and
RASCHEL FASHION INTERKNITTING, LTD. ("RFI"), ▇▇▇▇▇▇▇ LACES, LTD. ("HLL") and
CURTAINS AND FABRICS, INC. ("CFI"), each a New York corporation and wholly owned
subsidiary of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., a Delaware corporation ("Guilford") (RFI,
HLL and CFI referred to singularly as a "Company" and collectively as the
"Companies").
WITNESSETH:
-----------
WHEREAS, the Employee is a party to an Employment Agreement, dated
January 17, 1996 (the "Original Employment Agreement"), with the Companies,
pursuant to which the Employee is currently serving as the President and Chief
Executive Officer of each of the Companies; and
WHEREAS, as of the date hereof, Guilford has paid the Employee the
first installment of the Earnout Price, as such term is defined in the Second
Amendment to the Stock Purchase Agreement, dated as of the date hereof, by and
between the Employee and Guilford; and
WHEREAS, Guilford and the Employee desire to modify the terms of the
Original Employment Agreement and, to that end, to enter into this Amended and
Restated Employment Agreement which shall supersede and replace the Original
Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment and Term. The Companies hereby employ the Employee, and
the Employee hereby accepts employment by the Companies, in the capacities and
on the terms and subject to the conditions set forth herein, for the period
commencing on the date hereof and ending on December 31, 2000, unless terminated
earlier as provided herein (the "Employment Period"). During the Employment
Period the Employee shall serve as the General Manager of the Companies and in
such capacity, except as otherwise provided herein, be the senior most executive
officer of the Companies and have charge over the conduct of the business and
affairs of the Companies; PROVIDED, HOWEVER, that the Employee's duties,
responsibilities and authority with respect to the Companies' intimate apparel
business shall be limited to supervising and managing (i) research and
development efforts and (ii) the selection and utilization of manufacturing
equipment; and, PROVIDED, FURTHER, that the Executive, as defined herein, may
from time to time during the Employment Period modify the scope of the
Employee's executive duties and responsibilities, provided such duties and
responsibilities remain within the Employee's area of experience. With respect
to all duties and responsibilities for and on behalf of the Companies hereunder
during the Employment Period, the Employee shall be subject to the oversight and
direction of the Board of Directors of each Company and Guilford's Chief
Executive Officer and Chief Operating Officer or either such person's designee
provided such designee is a senior manager of Guilford (the foregoing persons
collectively hereinafter referred to as the "Executive"). Notwithstanding
anything to the
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contrary contained herein, the Employee shall not, without the express written
consent of the Executive:
(i) Make any material change in the nature or operation of the
business of the Companies;
(ii) Cause or authorize any Company to borrow any money, enter
into any agreement for the borrowing of money, or to grant, or agree to grant,
any security interest in the assets of any Company;
(iii) Cause any Company to sell, lease or otherwise transfer
any of its assets, to incur any obligation or liability (absolute, accrued,
contingent or otherwise) or to enter into any transaction, except in the
ordinary course of business of such Company and consistent with past practices;
(iv) Cause any Company to make a loan or advance or to acquire
the stock, securities, assets or obligations of any person, except in the
ordinary course of business of such Company and consistent with past practices;
(v) Cause any Company to alter or revise any of its accounting
principles, procedures, methods or practices;
(vi) Cause any Company to pay or prepay any long term debt or
obligation, except in the ordinary course of business of such Company and
consistent with past practice or as required pursuant to the terms thereof;
(vii) Cause or authorize any Company to enter into any
agreement with, or commitment to, himself (including, without limitation, any
amendment or modification of this Agreement), or any Related Person, as defined
herein. The term "Related Person" shall mean (A) a Near Relative, as defined
herein, (B) a trust for the
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benefit of the Employee, or a Near Relative or (C) any corporation, partnership,
joint venture, or other entity or enterprise owned or controlled by any
combination of the Employee, or any Near Relative. The term "Near Relative"
shall mean a spouse, child, grandchild, sibling, parent, grandparent, uncle,
aunt, niece, nephew, or first cousin of the Employee or the spouse of any of the
foregoing;
(viii) Cause any Company to commence any litigation or
arbitration proceeding or settle any dispute of a material nature;
(ix) Cause any Company to take or implement any measure
relating in any way to the compliance by the Companies (in connection with the
operations of the Companies or the use of the real property leased, owned or
otherwise used or occupied by any Company) with applicable Environmental Laws,
as defined in the Stock Purchase Agreement; or
(x) Cause or authorize any Company to make any capital
expenditure outside of the standard approval and authorization process
applicable to capital expenditures made by Guilford's businesses;
provided, however, that nothing contained in this
Agreement shall be construed to prevent the Board of any Company from taking or
authorizing any action which would limit the authority and control of the
Employee over the operations of any Company, if the Board deems the taking or
authorization of such action is necessary or appropriate in order for the Board
to satisfy its fiduciary obligations under applicable law.
(b) While the performance of the Employee's duties may require
the Employee to travel, nothing herein shall require the Employee to maintain
his principal office in other than Cobleskill, New York or New York, New York.
The Employee
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further agrees to serve the Companies faithfully and to the best of his ability
in the capacity of General Manager, devoting all of his business time,
attention, knowledge, energy and skills to the performance and discharge of
his duties and responsibilities and agrees not to engage in any other business
activity whatsoever during the Employment Period, except pursuant to the terms
of the Consulting Agreement, dated January 17, 1996, between the Employee and
Guilford (the "Consulting Agreement"). The Employee shall be entitled to take
paid vacation periods during the Employment Period in accordance with the then
current policy applicable to executive employees of Guilford.
2. Compensation. In consideration for the Employee's execution and
delivery of this Agreement and his performance of the services to be rendered
hereunder, the Companies (as a group) agree to pay to the Employee a salary
during the Employment Period at the rate of Three Hundred and Five Thousand
Dollars ($305,000.00) per annum (the "Base Salary"), payable in equal monthly
installments, in accordance with Guilford's customary payroll practices, subject
to withholding for Federal, state and local income taxes, FICA, FUTA and other
legally required withholding taxes and contributions.
3. Termination.
------------
(a) Death. In the event of the death of the Employee during
the Employment Period, this Agreement shall automatically terminate and the
Companies shall have no further obligations hereunder, except to pay the
Employee's beneficiary or legal representative any amounts or provide any
benefits to which the Employee may otherwise have been entitled prorated to the
date of death.
(b) Disability. In the event of the Disability, as defined
herein, of the Employee during the Employment Period, the Companies shall have
the right, upon
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written notice to the Employee, to terminate the Employee's employment
hereunder, effective upon the giving of such notice (or such later date
as shall be specified in such notice). Upon such termination, the Companies
shall have no further obligations hereunder, except to pay the Employee any
amounts or provide the Employee any benefits to which the Employee may otherwise
have been entitled but for the Employee's Disability prorated to the effective
date of termination. The term "Disability" shall mean the Employee's inability
to perform effectively the substantial portion of his duties hereunder because
of a medical determination of physical or mental disability continuing for a
period of three consecutive months or for shorter periods aggregating three
months during any 12 month period during the Employment Period. Any such medical
determination of Disability shall be in writing and shall be from a medical
doctor acceptable to both the Executive and the Employee.
(c) Cause. The Companies shall have the right, upon written
notice to the Employee, to terminate the Employee's employment under this
Agreement for Cause, as defined herein, effective upon the giving of such notice
(or such later date as shall be specified in such notice), and the Companies
shall have no further obligations hereunder, except to pay the Employee any
amounts or provide the Employee any benefits to which the Employee may otherwise
have been entitled prorated to the effective date of termination. The term
"Cause" shall mean any of the following: (i) the Employee's material breach of,
or willful failure or refusal to perform and discharge, his duties,
responsibilities or obligations under this Agreement, after written notice to
the Employee by the Executive, specifying in reasonable detail the manner in
which the Employee has breached or refused to perform and discharge his duties
hereunder that is not cured or
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waived, (ii) the Employee's refusal, after written notice, to obey any
reasonable direction of the Executive given in good faith and consistent with
the terms of this Agreement that is not cured or waived, (iii) a determination
by the Executive in exercise of his good faith business judgment that the
Employee has taken acts which constitute fraud, theft, dishonesty, embezzlement
or other misappropriation of property of any Company or unlawful appropriation
of a corporate opportunity of any Company or (iv) the conviction of or the
entry of a plea of nolo contendere by the Employee for any felony or any
misdemeanor involving moral turpitude.
The Employee's termination of employment with any Company for whatever
reason shall automatically terminate his employment with all other Companies.
4. Restrictive Covenants; Consulting Agreement.
--------------------------------------------
(a) The Employee acknowledges that he will have access at the
highest level to, and the opportunity to acquire knowledge of, valuable
confidential and proprietary information relating to the businesses of the
Companies, and, accordingly, the Employee hereby undertakes and covenants that
at all times during the Employment Period and, at the Companies' option (which
may be exercised by the giving of written notice on or before the effective date
of termination of the Employment Period) and subject to the payment of the
Post-Termination Amount, as defined herein, for a period of three years from the
date of termination of the Employment Period (the "Restrictive Period") for any
reason, the Employee shall:
(i) refrain, alone, or as a partner, member, employee
or agent of any partnership, or as an officer, employee, agent, director,
stockholder or investor (except as to not more than 5% of the outstanding stock
of any corporation the securities
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of which are traded on a securities exchange or in the over-the-counter market)
of any corporation, or in any other individual or representative capacity, from
directly or indirectly owning, managing, operating or controlling, or
participating in the ownership, management, operation or control of, or working
for or providing consulting services to (except pursuant to the Consulting
Agreement or Section 4(b) hereof), or permitting the use of his name by, any
business or activity in competition with the Business, as defined herein, within
the Territory, as defined herein; and
(ii) refrain, without first obtaining the written
consent of the relevant Company, from directly or indirectly: (x) soliciting,
enticing, persuading or inducing any employee, consultant, agent, independent
contractor or other person (other than secretarial and clerical personnel)
who is employed by any Company on the date the Employment Period terminates or
who has been employed by any Company during the 12 month period preceding such
termination date to become employed by any person, firm or corporation other
than any Company or approach any such person for any of the foregoing reasons
or (y) soliciting, for himself or others, any person or entity which is a
customer of the Business on the date the Employment Period terminates or which
had been a customer of the Business during the 12 month period preceding such
termination date.
The term "Post-Termination Amount" shall mean the
annual amount of One Hundred and One Thousand Six Hundred and Sixty Seven
Dollars ($101,667.00), payable during the Restrictive Period in equal monthly
installments in accordance with the normal payroll practices of the Companies
from time to time in effect, subject to applicable withholding requirements.
If, after exercising their option to
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have the covenants contained in this Section 4 apply during the Restrictive
Period, the Companies cease paying the Post-Termination Amount, then the
Employee shall no longer be subject to such covenants and the Companies shall
have no liability to the Employee for terminating the payment of the
Post-Termination Amount. The term "Business" shall mean the business of
developing, knitting, weaving, dyeing and finishing, designing, printing,
selling or marketing yarns, fabrics or lace for apparel or home furnishings
applications and any other business or businesses in which any of the Companies
were engaged during the Employment Period. The term "Territory" shall mean: the
United States of America, its territories and possessions, the Republic of
Mexico and Canada or any other territory that any Company conducted business in
during the Employment Period. The Employee hereby acknowledges that the Business
is national and international in scope and that the Companies have customers
throughout the Territory. Accordingly, the Employee acknowledges and agrees that
the scope of the covenants in this Section 4 are reasonable and necessary in
order to protect the interests of the Business sought to be protected hereby.
(b) At the Companies' option (which may be exercised by the
giving of written notice on or before the effective date of termination of the
Employment Period) and subject to the payment of the Post-Termination Amount as
set forth in Section 4(a) hereof, the Employee shall furnish during the
Restrictive Period to the Companies and their Affiliates such advisory and
consulting services within his area of experience, as may be assigned or
delegated to him from time to time by the Executive, PROVIDED, HOWEVER, that the
Employee shall only be required to provide such advisory and consulting services
during that part of the Restrictive Period in which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is
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serving as Chairman of the Board of Guilford. The Employee shall furnish any
such consulting services faithfully and to the best of his ability on such dates
and at such times during the Restrictive Period as are reasonably requested by
the Executive. If, after exercising their option to have the Employee provide
consulting services as set forth in this Section 4(b) during the Restrictive
Period, the Companies cease paying the Post-Termination Amount, then the
Employee shall no longer be obligated to provide any advisory or consulting
services and the Companies shall have no liability to the Employee for
terminating the payment of the Post-Termination Amount.
5. Other Benefits.
---------------
(a) The compensation provided for hereunder shall be exclusive
of and in addition to any benefits which are or may become available to the
Employee, when and as the same are or become available to other employees of the
Companies according to his and their respective positions under, and pursuant to
the terms of, any incentive compensation plan, pension plan, group life
insurance plan, hospitalization plan, medical services plan, disability plan or
any other employee benefit plan, program or policy provided by any Company or
Guilford during the Employment Period, taking into account all service of the
Employee from and after April 1, 1976, the date upon which the Employee
organized the Business of the Companies or their predecessors, to the extent
that such service is otherwise taken into consideration under the applicable
plan, for purposes of determining whether the Employee has satisfied any service
requirement for eligibility, participation and any other purposes under the
plans (other than for purposes of benefit accruals). Any such plan, program or
policy shall be subject to amendment or termination, and the benefits thereunder
revocable, at any time to the extent, and in the
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same manner, as they may be subject to amendment, termination and revocation
with respect to other employees of the Companies.
(b) Notwithstanding anything herein to the contrary, the
Employee shall be eligible during the Employment Period to participate in
Guilford's 1991 Stock Option Plan and 1989 Restricted Stock Plan. During the
Employment Period, the Employee shall participate in Guilford's Short-Term
Incentive Compensation Plan for Key Managers, as such plan is amended from time
to time (the "Incentive Plan"), pursuant to which (based upon such plan's
current terms and conditions) the Employee shall be eligible to receive an
annual cash bonus (the "Bonus") in an amount equal to the product of the Base
Salary and .75 (the "Multiplier"), with the Multiplier subject to adjustment, in
accordance with a schedule applicable to all participants in the Incentive Plan,
based upon Guilford's actual fiscal year earnings per share results relative to
an earnings per share target established by Guilford's Board of Directors for
all participants in the Incentive Plan. The Bonus, if any, for any fiscal year
of Guilford ending during the Employment Period shall be payable at the same
time bonuses under the Incentive Plan are generally paid to employees of
Guilford; provided, however, that the Employee shall only be entitled to receive
a Bonus if he is then employed by the Companies at the time of payment, except
(i) for any Bonus to be paid with respect to Guilford's 2000 fiscal year, (ii)
if the Employee dies or becomes Disabled after the end of the Guilford fiscal
year for which the Bonus is being paid or (iii) the Employee dies or becomes
Disabled during any year of the Employment Period in which case any Bonus
payable for such year shall be pro-rated based on the number of days during such
year the Employee had been employed by the Companies prior to death or
Disability.
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6. Expense Reimbursement. The Companies agree to reimburse the Employee
for all reasonable and necessary travel, entertainment and other Business
expenses, including first class air travel, which are incurred by the Employee
during the Employment Period, and during the Restrictive Period if the Companies
elect to have the Employment provide advisory and consulting services pursuant
to Section 4(b) hereof, in connection with the performance of the Employee's
duties hereunder, provided that such expenses are itemized and presented to the
Companies in writing in a form then prescribed by the Companies in their general
policies relating to reimbursement of employee business expenses.
7. Reports, Etc. All reports, recommendations, advice, records,
documents and other materials, whether written or in any other media, and all
copies thereof, prepared or obtained by the Employee or coming into his
possession prior to or during the course of his employment with any Company
which relate to any Company, any Affiliate, as defined herein, or the Business
shall be the sole and exclusive property of the Companies or Affiliates, as the
case may be, and the Employee shall, at the end of his employment with the
Companies, or at the request of any Company, Affiliate or the Executive during
such employment, promptly deliver all such materials to the Companies,
Affiliates or the Executive. Such reports and the information contained therein
shall be and remain the sole property of the Companies or the Affiliates, as the
case may be.
8. Confidentiality; Intellectual Property.
---------------------------------------
(a) Recognizing that the knowledge of the Companies' and its
Affiliates' customers, suppliers, agents, business methods, systems, plans,
policies, trade
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secrets, knowledge, know-how, information, materials or documents are valuable
and unique assets, the Employee agrees that, during and after the Employment
Period, he shall not divulge, furnish or make accessible to any person, firm,
corporation or other entity for any reason or purpose whatsoever, directly or
indirectly, or use for the benefit of himself or others except in connection
with the Business of any Company, any such knowledge or information. The
provisions of this Paragraph 8 shall not apply to information which is or shall
become generally known to the public (except by reason of the Employee's breach
of his obligations hereunder) and information which the Employee is required to
disclose by law or by an order of a court of competent jurisdiction. If the
Employee is required by law or a court order to disclose such information, he
shall notify the Companies of such requirement and provide the Companies an
opportunity (if they so elect) to contest such law or court order.
(b) The Employee acknowledges that all developments, including, without
limitation, inventions, patentable or otherwise, discoveries, improvements,
patents, trade secrets, designs, reports, computer software, flow charts and
diagrams, procedures, data, documentation, ideas and writings and applications
thereof relating to the Business or planned business of the Companies or any
Affiliate that, alone or jointly with others, the Employee may conceive, create,
make, develop, reduce to practice or acquire during the Employment Period
(collectively, the "Developments") are the sole and exclusive property of the
applicable Company and the Employee hereby assigns to such Company all of his
right, title and interest in and to all such Developments. The Employee agrees
that he will promptly and fully disclose all future material Developments to the
Executive and, at any time upon request and at the expense of the Companies,
execute all
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instruments and papers and perform all acts whatsoever, which are
necessary or desired by the Companies or Guilford to vest and confirm in the
Companies or Guilford, as the case may be, and their respective successors,
assigns and nominees, fully and completely, all rights created or contemplated
by this section and which may be necessary or desirable to enable the Companies
or Guilford, as the case may be, and their respective successors, assigns and
nominees, to secure and enjoy the full benefits and advantages thereof.
The provisions of this Section 8 shall survive the termination of the
Employment Period for any reason whatsoever.
For purposes of this Agreement, the term "Affiliate" shall mean any
entity controlled by, controlling or under common control with any Company
including, without limitation, the Companies' ultimate parent.
9. Notices. All notices and other communications hereunder shall be
given in writing by hand delivery, sent via facsimile to the facsimile number
below with telephone confirmation, sent by overnight carrier or registered or
certified mail, return receipt requested, postage prepaid, addressed to the
party to receive the same at his or its respective address set forth below, or
at such other address as may from time to time be designated by any party to the
others hereunder in accordance with this Section 9:
If to the Employee:
▇▇▇▇▇ ▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇▇ Laces, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
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With a copy to:
▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Goodyear, LLP
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇ Esq.
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
If to the Companies:
c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
All such notices and communications hereunder shall be effective and
deemed given if sent by overnight carrier, the next day; if sent via facsimile,
upon telephone confirmation of receipt; if mailed, when received, as evidenced
by the acknowledgment of receipt issued with respect thereto by the applicable
postal authorities, and, if delivered by hand, when received, as evidenced by
the signed acknowledgment of receipt of the person to whom such notice or
communication shall have been addressed.
10. Remedies. The parties hereby acknowledge and agree that the
executive and managerial services to be rendered by the Employee hereunder are
of such a special, unique and extraordinary character and that such services
have a peculiar value impossible of replacement and for the loss of which any
Company cannot be reasonably or adequately compensated in damages, and the
Employee acknowledges and agrees that
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any breach by him of the provisions of Section 4 or 8 hereof will cause the
Companies irreparable injury and damage. The Employee, therefore, expressly
agrees that in addition to any other remedies the Companies may have under this
Agreement or otherwise, any Company shall be entitled to injunctive and/or other
equitable relief to prevent an anticipatory or continuing breach of Section 4 or
8 hereof and to secure its enforcement. Nothing herein shall be construed as a
waiver by any Company of any right it may now have or hereafter acquire to
monetary damages by reason of any injury to its property, business or reputation
or otherwise arising out of any wrongful act or omission of the Employee
hereunder.
11. Construction; Severability. While the restrictions and covenants
set forth in Section 4 are considered by the parties to be reasonable in all
circumstances, it is recognized that restrictions and covenants of the nature in
question may fail for technical reasons unforeseen, and accordingly it is hereby
agreed and declared that if any of such restrictions or covenants shall be
adjudged to be void as going beyond what is reasonable in all circumstances for
the protection of the interests of the Business or for any other reason but
would be valid if part of the wording thereof were deleted or the periods (if
any) thereof reduced or the range of activities or area dealt with thereby
reduced in scope, such restriction or covenant shall apply with such
modifications as may be necessary to make it valid and effective. In case any
one or more of the provisions of this Agreement should be found to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
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12. Entire Agreement. This Agreement supersedes and terminates any and
all prior agreements, arrangements and policies between the Employee and the
Companies with respect to the subject matter hereof including, without
limitation, the Original Employment Agreement.
13. Waiver. No failure by either party hereto to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder by either party preclude
any other or future exercise of that right or any other right hereunder by that
party.
14. Governing Law; Arbitration. This Agreement, and the respective
rights, duties and obligations of the parties hereunder, shall be governed by
and construed in accordance with the laws of the State of Delaware. Any
controversy or dispute arising out of or relating to this Agreement shall be
settled exclusively (except for claims seeking injunctive and/or equitable
relief pursuant to Section 10 hereof) by arbitration in accordance with the
rules of the American Arbitration Association under its commercial arbitration
rules before a panel of three arbitrators with experience in the textile
industry, with the Employee designating one arbitrator, the Companies
collectively designating one arbitrator and the two arbitrators jointly
selecting a third independent arbitrator. The parties agree that service of
process or notice of motion or other application in connection with any
arbitration shall be delivered personally. Any award or determination made by
the arbitrators as provided for hereunder shall be binding and conclusive upon
the Companies and the Employee. The Employee and each of the Companies shall
bear its own costs and expenses, including without limitation attorneys' fees,
incurred in connection with any such arbitration.
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15. Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. With respect to the Employee, the term "successors" as
used herein includes heirs, devisees, executors, custodians, guardians,
conservators and personal representatives. Notwithstanding the foregoing, the
obligations of the Employee may not be delegated and the Employee may not
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this
Agreement, or any of his rights hereunder, and any such attempted delegation or
disposition shall be null and void and without effect. Any Company may assign
its rights under this Agreement to, and it shall inure to the benefit of and be
binding upon, any Affiliate which succeeds to all or substantially all of its
assets and business.
16. Amendment. This Agreement may not be amended, terminated or
superseded except by an agreement in writing among the Companies and the
Employee, provided, however, that the Employee shall not execute or authorize
any amendment to this Agreement on behalf of any Company.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original hereof but all of which
together shall constitute one and the same document.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
THE EMPLOYEE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
THE COMPANIES:
Raschel Fashion Interknitting, Ltd.
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
---------------------------------
▇▇▇▇▇▇▇ Laces, Ltd.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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Curtains and Fabrics, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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