Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 31st day of May, 1996, by and
between Xxxxx X. Xxxxxxx, an individual resident of Wisconsin ("Xx.
Xxxxxxx"), Rainco, Inc., a Wisconsin corporation (the "Company") and
LaCrosse Footwear, Inc., a Wisconsin corporation ("LaCrosse").
W I T N E S S E T H :
WHEREAS, the Company desires to retain the services of Xx.
Xxxxxxx as President and Chief Executive Officer;
WHEREAS, the Company is a subsidiary of LaCrosse and LaCrosse
owns 50% of the Company's common equity; and
WHEREAS, Xx. Xxxxxxx desires to be employed by the Company on
the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set
forth herein and the mutual benefits to be derived from this Agreement,
the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Positions and Duties. Subject to the terms and conditions
of this Agreement, from the date of this Agreement until December 31,
1999, the Company shall employ Xx. Xxxxxxx as its President and Chief
Executive Officer. In such position, Xx. Xxxxxxx shall be responsible for
the supervision, control and conduct of all the business and affairs of
the Company, under the direction of the Board of Directors of the Company
(the "Board of Directors"), and shall have such additional duties
(consistent with his offices) as shall be assigned to him from time to
time by the Board of Directors. Xx. Xxxxxxx will devote his best efforts
to his employment with the Company and shall devote his business time and
attention to the performance of his duties under this Agreement as
follows: from the date hereof through December 31, 1997, not less than
60% of his Business Time (as defined below); from January 1, 1998 through
December 31, 1998, not less than 50% of his Business Time; and from
January 1, 1999 through December 31, 1999, not less than 40% of his
Business Time. For purposes of this Section 1 only, "Business Time" means
1,840 hours devoted to business pursuits annually.
2. Term of Employment. Unless terminated earlier as provided
below, the Company's employment of Xx. Xxxxxxx under this Agreement shall
continue until December 31, 1999. The Company's employment of Xx. Xxxxxxx
under this Agreement shall terminate prior to the end of the term hereof
only under the following circumstances:
(a) Death. Xx. Xxxxxxx'x death;
(b) Disability. If, as a result of Xx. Xxxxxxx'x illness,
physical or mental disability or other incapacity resulting in Xx.
Xxxxxxx'x inability to perform his duties under this Agreement for
any period of four (4) consecutive months or any six (6) months in a
twelve-month period, and within thirty (30) days after written notice
of termination is given by the Company (which may occur before or
after the end of such four-month or sixth-month period, as
applicable), he shall not have returned to the performance of his
duties hereunder on a full-time basis, the Company may terminate Xx.
Xxxxxxx'x employment hereunder;
(c) Termination for Good Cause. The Company may, upon written
notice, terminate Xx. Xxxxxxx'x employment for good cause. "Good
cause" for purposes of this Paragraph 2(c) shall mean Xx. Xxxxxxx'x
conviction of a felony, conviction of a crime involving moral
turpitude or such other serious personal misconduct by Xx. Xxxxxxx of
such a nature that results in a material adverse effect on the
business or reputation of the Company, unless Xx. Xxxxxxx cures such
matter to the reasonable satisfaction of the Company within thirty
(30) days after written notice of Company's intention to terminate
Xx. Xxxxxxx'x employment under this Section 2(c); or
(d) Voluntary Termination by Xx. Xxxxxxx. Xx. Xxxxxxx'x
employment shall terminate sixty (60) days after written notice of
termination is delivered by Xx. Xxxxxxx to the Company or such
earlier time as the Company may specify in writing upon receipt of
Xx. Xxxxxxx'x notice of termination; provided, however, that Xx.
Xxxxxxx shall be entitled to his salary for such 60-day period.
In no event shall the termination of Xx. Xxxxxxx'x employment affect the
rights and obligations of the parties set forth in this Agreement, except
as expressly set forth herein.
3. Compensation. During the term of this Agreement, Xx.
Xxxxxxx shall be entitled to the following compensation for services
rendered to the Company:
(a) Xx. Xxxxxxx shall be entitled to receive the following
annual salary:
Period Annual Salary
The date hereof through December 31, 1997 $100,000
January 1, 1998 through December 31, 1998 $ 75,000
January 1, 1999 through December 31, 1999 $ 50,000
Xx. Xxxxxxx'x salary shall be paid ratably on a bi-weekly basis
and shall be pro-rated on a daily basis for any payment covering less
than one half month. All payments under this Agreement shall be
subject to withholding or deduction by reason of the Federal
Insurance Contribution Act, federal income tax, Social Security,
Medicare, state income tax and similar laws and regulations.
(b) Xx. Xxxxxxx shall be granted the following options
("Options") to purchase the indicated number of shares of LaCrosse's
Common Stock, $.01 par value ("LaCrosse Common Stock"), as a
participant under LaCrosse's 1993 Employee Stock Incentive Plan, or
any successor plan thereto (the "Plan"): options to purchase 10,000
shares granted on the date hereof; options to purchase 5,000 shares
to be granted one year from the date hereof; and options to purchase
2,500 shares to be granted two years from the date hereof; provided,
however, that Xx. Xxxxxxx shall not be granted any options if he is
not an employee of the Company on the day provided for such grant.
All Options will vest in their entirety three (3) years from the date
of grant and shall expire on December 31, 2006. The exercise price
of Options shall be the closing market price of LaCrosse Common Stock
on the date of grant (or the first business day preceding the date of
grant if the date of grant is not a business day). Except as
expressly provided above, the Options shall be granted to Xx. Xxxxxxx
subject to the terms and pursuant to agreements provided for and
customarily used under the Plan.
4. Fringe Benefits. During the term of this Agreement, Xx.
Xxxxxxx shall be entitled to participate at the Company's expense in any
retirement plan, pension plan, employee stock purchase plan, employee
stock option plan, life insurance plan, health insurance plan or fringe or
other benefit which the Company from time to time makes available
generally to its executive employees. Xx. Xxxxxxx shall be entitled to
two (2) weeks paid vacation annually during the term of this Agreement,
prorated for any partial year; provided, however, that any vacation not
taken as of the end of any year during the term of this Agreement shall be
forfeited. Xx. Xxxxxxx shall be compensated by the Company for all
reasonable business expenses incurred by him on behalf of the Company upon
presentation of appropriate documentation.
5. Covenant Not to Compete and Non-Disclosure.
(a) During the term of this Agreement and so long as Xx.
Xxxxxxx is entitled to compensation under this Agreement, including
during any period in which Xx. Xxxxxxx has the right to exercise
unexpired Options granted pursuant to Paragraph 3(b) hereof, Xx.
Xxxxxxx covenants and agrees that neither he nor any of his
affiliates (including any corporation or entity in which he is an
officer, director or partner, or in which he owns beneficially five
percent (5%) or more of any class of equity securities) shall, within
the United States or Canada, whether directly or indirectly, with or
without compensation, enter into, engage in or be employed by or act
as a consultant to any corporation or other commercial enterprise
which competes with the Company or LaCrosse in the design,
manufacture, marketing and sale of protective clothing, footwear and
complementary products, or solicit or do any business with any
existing customers of the Company or LaCrosse for a competitive
purpose without the written approval of LaCrosse; provided, however,
that this covenant shall not restrict Xx. Xxxxxxx'x legal or
beneficial ownership of Xxxxxxx Worldwide Associates, Inc. or any of
its controlled subsidiaries.
(b) Xx. Xxxxxxx agrees to disclose promptly to the Company and
does assign and agree to assign to the Company, free from any
obligation to him, all his right, title and interest in and to any
and all ideas, concepts, processes, improvements, inventions and
intellectual property of any kind made, conceived, written, acquired,
disclosed or developed by him, solely or in concert with others,
during the term of his employment by the Company, which relate to the
business, activities or facilities of the Company, or resulting from
or suggested by any work he may do for the Company or at its request.
Xx. Xxxxxxx further agrees to deliver to the Company any and all
drawings, notes, photographs, copies, outlines, specifications,
memoranda and data relating to such ideas, concepts, processes,
improvements, inventions and intellectual property, to cooperate
fully during his employment and thereafter in the securing of
copyright, trademark or patent protection or other similar rights in
the United States and foreign countries, and to give evidence and
testimony and to execute and deliver to the Company all documents
requested by it in connection therewith.
(c) Except as expressly set forth below, Xx. Xxxxxxx agrees,
whether during his employment pursuant to this Agreement or
thereafter, except as authorized or directed by the Company in
writing, not to disclose to others, use for his benefit, copy or make
notes of any confidential knowledge or trade secrets or any other
knowledge or information of or relating to the business, activities
or facilities of the Company or any of its affiliates which may come
to his knowledge during his employment pursuant to this agreement or
thereafter. Xx. Xxxxxxx shall not be bound to this obligation of
confidentiality and nondisclosure if:
(i) the knowledge or information shall become part of the
public domain by publication or otherwise through no fault of
Xx. Xxxxxxx;
(ii) the knowledge or information is known to the recipient
prior to the receipt of the disclosure from Xx. Xxxxxxx; or
(iii) the knowledge or information is disclosed to the
recipient by a third party who is in lawful possession of the
knowledge or information and has the lawful right to make
disclosure thereof.
(d) Upon termination of employment pursuant to this Agreement
for any reason whatsoever, Xx. Xxxxxxx will deliver to the Company
all records, notes, data, memoranda, photographs, models and
equipment of any nature which are in his possession or control and
which are the property of the Company or which relate to his
employment or to the business, activities or facilities of the
Company or any of its affiliates.
(e) The parties understand and agree that the remedies at law
for breach of the covenants in this Paragraph 5 would be inadequate
and that the Company shall be entitled to injunctive or such other
equitable relief as a court may deem appropriate for any breach of
these covenants. If any of these covenants shall at any time be
adjudged invalid or unenforceable to any extent by any court of
competent jurisdiction, such covenant shall be deemed modified to the
extent necessary in the opinion of such court to render it valid or
enforceable.
6. Entire Agreement. This instrument embodies the entire
agreement between the parties hereto with respect to Xx. Xxxxxxx'x
employment with the Company, and there have been and are no agreements,
representations or warranties between the parties other than those set
forth or provided for herein.
7. No Assignment. This Agreement shall not be assigned by
either party hereto without the prior written consent of the other party
and any attempted assignment without such prior written consent shall be
null and void and without legal effect.
8. Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if
delivered by hand or if mailed, by certified or registered mail, with
postage prepaid:
(a) If to Xx. Xxxxxxx, to Xxxxx X. Xxxxxxx, c/o Rainco, Inc.,
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000-0000, or to such
other person or place as Xx. Xxxxxxx may specify in a prior written
notice to the Company and LaCrosse;
(b) If to the Company to Rainco, Inc., 0000 Xxxxx Xxxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxx 00000-0000, or to such other person or place
as the Company may specify in prior written notice to Xx. Xxxxxxx and
LaCrosse, with a copy to LaCrosse at the address provided in (c)
below.
(c) If to LaCrosse, to LaCrosse Footwear, Inc., 0000 Xx. Xxxxxx
Xxxxxx, P.0. Xxx 0000, Xx Xxxxxx, Xxxxxxxxx 00000, Attention:
Chairman of the Board, or to such other person or place as the
LaCrosse may specify in prior written notice to Xx. Xxxxxxx, with a
copy to Xxxx X. Xxxx, Xxxxx & Xxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000-0000.
9. Amendment; Modification. This Agreement shall not be
amended, modified or supplemented other than in a writing signed by both
parties hereto.
10. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
11. Headings. The headings in the sections of this Agreement
are inserted for convenience only and shall not constitute a part of this
Agreement.
12. Severability. The parties agree that if any provision of
this Agreement shall under any circumstances be deemed invalid or
inoperative, the Agreement shall be construed with the invalid or
inoperative provision deleted, and the rights and obligations of the
parties shall be construed and enforced accordingly.
13. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal law of the State of Wisconsin.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
/s/ Xxxxx X. Xxxxxxx (SEAL)
Xxxxx X. Xxxxxxx ("Xx. Xxxxxxx")
RAINCO, INC.
("Company")
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Vice President
LACROSSE FOOTWEAR, INC.
("LaCrosse")
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
