EX 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated July 9, 1997, is made
between Societe Bolle SNC (the "Company") and Xx. Xxxxxxxx Xxxxx Passaquay (the
"Employee").
WHEREAS, the Company wishes to hire the Employee and retain her services
according to the terms and conditions contained herein; and
WHEREAS, the Employee wishes to accept this employment according to the terms
and conditions contained herein;
THE PARTIES AGREE TO THE FOLLOWING:
1. EMPLOYMENT. The Company shall employ the Employee, and the Employee accepts
to serve the Company, pursuant to the general terms of the Collective
Bargaining Agreement applicable to the "Plastic Materials Transformation"
industry (the "Collective Bargaining Agreement") and the specific conditions
contained herein.
2. TERM. The Agreement shall be for an indefinite term beginning on the date of
execution. The parties agree that there shall be no probation period. Except in
the case of gross or willful misconduct or of force majeure, the party wishing
to terminate this Agreement shall inform the other party of such intended
termination by written notice, sent by registered mail, return receipt
requested, at least three months prior to the date of such intended
termination. Should the Company wish to terminate the Agreement during the
first three years following the date of execution of the Agreement for any
reason other than gross or willful misconduct by the Employee, the Company
shall pay the Employee, on the date of termination, a contractual severance
payment which, when added to the statutory severance payments and payments
during the notice period due under applicable law and the Collective Bargaining
Agreement, shall be equal to the salary that the Employee would have received
from the date of termination until the expiration of the three-year period
mentioned above.
3. FUNCTIONS. During the term of the Agreement, the Employee shall be employed
as Director of Export Sales and shall perform all functions related
to this position or which may be requested by the management of the Company in
accordance with her position. The Employee shall devote her entire time and
abilities to these functions and to the Company's business in order to promote
the interests of the Company.
4. COMPENSATION. As compensation for her services, the Employee shall receive
an annual salary of FF 1,200,000, net of statutory social security
contributions owed by the Employee (the "Base Salary"). Said salary shall be
reviewed every year and shall be increased annually by a minimum of 3%. The
Employee shall also
be entitled, as of December 31, 1997, 1998 and 1999, to an annual bonus which
shall vary from 25% of the Base Salary if Bolle Inc. meets its annual business
plan objectives up to 50% of the Base Salary if Bolle Inc. meets 120% of its
annual business plan objectives. This bonus shall be calculated pro rata if
Bolle Inc. meets between 100% and 120% of its annual business plan objectives.
Said annual business plan objectives shall be determined on a reasonable basis
by the Board of Directors of Bolle Inc. following consultation with the
Employee, in accordance with accounting terms and principles in effect in
France. The Employee's compensation shall be paid in accordance with the
Company's current compensation policies. During the term of the Agreement, the
Employee shall be entitled to participate in all of the Company's employee
benefit plans in accordance with the provisions of such plans applicable to
beneficiaries thereunder. The Company reserves the right to modify or suspend
such plans. In addition to the above compensation, the Employee shall receive
100,000 options in accordance with the BEC Group, Inc. stock option plan (the
"Plan"), which shall qualify as such for purposes of French tax law, at an
exercise price to be determined in accordance with the provisions of the Plan.
5. REIMBURSEMENT OF EXPENSES. In consideration of her management position at
the Company, the Employee shall be reimbursed for any travel, lodging and all
other professional expenses which she may incur. Reimbursement shall be made
upon submission by the Employee of an expense report accompanied by relevant
documentation. In addition, the Employee shall keep, and shall be entitled to
use, the Company credit card.
6. COMPANY VEHICLE. The Employee shall continue to be entitled to a Company
automobile for her professional use under the same conditions which exist on
the date of this Agreement. In case a replacement vehicle is needed, it shall
be of a similar type as that which the Company currently furnishes to the
Employee.
7. REPRESENTATIONS OF THE EMPLOYEE. The Employee represents and warrants that
she is not a party to, nor in any way bound by, any other agreements or
engagements, nor subject to any restrictions, including any agreements arising
out of former employment and containing confidentiality or non-compete clauses,
which could have a material effect on the Company's business or on the
performance by the Employee of her duties as set forth in this Agreement.
8. CONFIDENTIALITY. Other than as shall be necessary in the ordinary course of
her employment by the Company, the Employee agrees not to divulge to any third
party any non-public confidential information or proprietary information
including commercial, financial, technical, and legal information, trade
secrets and know-how, whether relating to the products, organization,
production, development strategy, the lists of
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customers, subcontractors and suppliers, the business partners, or generally,
the business of the Bolle Group.
Upon termination of the Agreement for any reason, the Employee shall
immediately return to the Company any and all reports, data, plans, lists of
clients, subcontractors or suppliers, and any computer software, recordings,
documents or diskettes in her possession which contain any information, trade
secrets or non-public confidential knowledge relating to the Company.
9. NON-COMPETITION. Should the Company terminate the Agreement for any reason
other than gross or willful misconduct, the Employee shall not be subject to
any non-compete clause. Should the Employee terminate the Contract during the
three-year period provided for under Article 2 of the Agreement, the Employee
expressly agrees until the expiration of such period not to serve in any
company which produces or sells products which are in competition with those of
the Company in whatever quality, or to create in France for her own account, or
directly or indirectly participate in, any company of a similar type. In
return, the Company shall pay the Employee, in such an event, an annual sum
equal to 10% of the Employee's last pre-termination monthly salary per month of
non-competition. Should the Employee terminate the Agreement after the end of
the three-year period provided for under Article 2 of the Agreement, the
Company shall have the right to require the Employee not to compete, beginning
on the date of termination, according to the terms described above, for a term
of one year, renewable no more than twice. In return, the Company shall pay the
Employee an annual sum during the period of non-competition equal to twelve
times the Employee's last monthly salary as of the date of termination. In any
event, the Company shall have the right to either reduce the length of the
period during which the non-compete clause applies, or to forego said
non-compete clause, provided that the Company informs the Employee of such by
registered mail, return receipt requested, within eight days following
notification of termination of the Agreement; in this event, the Employee will
not be entitled to any payments. If the non-compete obligations contained in
this Article cannot be fully performed, they shall be performed to the full
extent permitted by the law, and the Employee agrees that the scope of these
obligations may be reduced by the Company in connection with any legal action
which may be taken against the Company.
10. PENALTY CLAUSE. The parties agree that the restrictions contained in
Articles 8 and 9 above are fair and reasonable to the parties. The Employee
agrees that any breach of the restrictions contained in Articles 8 and 9 above
would cause actual harm to the Company for which money damages would be an
insufficient remedy. Consequently, the Company reserves the right to obtain the
cessation of any such breach and compensation therefor by any legal means.
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11. APPLICABLE LAW--JURISDICTION. This Agreement shall be governed by French
law, both as to its performance and termination, and the Labor Grievances Court
of Oyonnax shall have exclusive original jurisdiction over any litigation
arising hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
set forth above.
BOLLE SNC XXXXXXXX XXXXX
By: Xxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx Passaquay
Title: Manager
/s/ Franck Bolle
Acknowledged and Agreed:
BEC GROUP INC.
By: /s/ Xxx Xxxxxx
Title:
CERTIFICATION OF FAIR AND ACCURATE TRANSLATION
Pursuant to Rule 306 of Regulation S-T, the undersigned hereby
certifies that the above Employment Agreement is a fair and accurate English
translation of the original agreement, entitled "Contrat de Travail," entered
into between Societe Bolle SNC and Franck Bolle as of July 7, 1997. Upon
request, a copy of the original document shall be provided to the Securities
and Exchange Commission or its staff.
BOLLE INC.
By: /s/Ian X.X. Xxxxxx
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Name: Ian X.X. Xxxxxx
Title: Executive Vice
President of Finance
and Administration
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