EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the 20th day of April,
1996, by and between RETROSPETTIVA, INC., a California corporation (the
"Employer"), and XXXXXXXX XXXXXXXXXXX (the "Employee").
The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.
1. EMPLOYMENT. Employee is employed as Chief Executive Officer and
President. Employee shall perform all duties assigned by the Board of Directors
of the Employer and shall devote full time, attention and loyalty to the affairs
of the Employer.
2. TERM. Subject to the provisions for termination provided in paragraphs
9 and 10, the initial term of this Agreement shall commence on the date hereof
and terminate three years from the date hereof. This Agreement may be extended
by the mutual written agreement of the Employee and the Employer.
3. CASH AND COMMON STOCK COMPENSATION. For all services rendered by the
Employee under this Agreement, the Employer shall pay to the Employee commencing
the 1st of the month subsequent to the closing of the Employer's private
placement dated on or about April 1996, a salary of $95,000 per year for the
full term of the Agreement. Nothing contained herein shall prohibit Employer's
Board of Directors from increasing this salary in the future based upon
Employee's performance.
4. ELIGIBILITY FOR OPTIONS. Employee shall be entitled to receive options
and to purchase 500,000 shares of the company's common stock under the
Employer's employee stock option and bonus plan subject to cancellation as
described therein.
5. BENEFITS. Employee shall receive such benefits, including health
insurance, life insurance, automobile allowance, vacation time etc., as shall be
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agreed upon by the parties in a written letter of understanding, a copy of which
shall be attached hereto.
6. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such time as
is necessary or is deemed necessary by the Board of Directors of the Employer
to carry out all required duties and will devote full time to the Employer
during normal business hours. The Employee shall at all times faithfully, with
diligence and to the Employee's best ability, experience and talents, perform
all the duties that may be required pursuant to the express and implicit terms
hereof to the reasonable satisfaction of the Employer.
7. WORKING FACILIT!ES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for
performance of Employee's duties.
8. EXPENSES. The Employee is authorized to incur reasonable expenses for
promoting the business of the Employer, including expenses for entertainment,
travel, lodging, promotion equipment rentals and purchases, engagement of
contract labor associated with the foregoing and similar items. The Employer
shall reimburse the Employee for all such expenses on the presentation by
the Employee of itemized accounts of such expenditures in accordance with
guidelines set forth by the Internal Revenue Service.
9. DISABILITY. Employee shall be entitled to continue to receive
Employee's salary hereunder if unable to perform duties by reason of illness or
incapacity for a period of up to and including a maximum of one year.
Thereafter, Employee shall not receive any further compensation until Employee
returns to full employment as required hereunder. Should Employee be absent
from employment for whatever cause for the continuous period of more than one
year, the Employer may terminate this Agreement, and all obligations of the
Employer hereunder shall cease upon such termination.
10. TERM!NATION. The Company may terminate this Agreement for cause upon
the majority vote of the Board of Directors by written notice to the
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Employee. For the purposes hereof, "cause" shall be defined as meaning (i) such
conduct by the Employee which constitutes a breach of this Agreement or (ii) a
failure to fully, competently and adequately perform employee's duties or
(iii) breach of Employee's fiduciary duty or (iv) improper or illegal conduct of
the Employee which, in the opinion of the Board of Directors of the Employer,
adversely affects the Employer, its reputation or operations.
11. CONFIDENTIALITY; COVENANT NOT TO COMPETE. The Employee shall not
divulge to others any information obtained during the course of Employee's
employment relating to the business, operations, customers, proprietary
information or trade secrets of the Employer, without the written permission of
the Employer.
If this Agreement is terminated for any reason other than due to a breach
by Employer, the Employee agrees not to own, hold an interest of any kind in, be
employed by, operate or manage, directly or indirectly, any business engaged in
any type of apparel manufacturing or any business in the same business as the
Employer in the state of California for a period of two years from the date of
such termination.
11. NOTICES. All notices required or authorized hereunder shall be deemed
sufficiently given if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid to the other party at his or its
last known address.
12. ASSIGNNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the prior written consent to such assignment or transfer by the other party
hereto; and all the provisions of this Agreement shall be binding upon the
respective employees, successors, heirs and assigns of the parties.
13. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This Agreement
and the representations, warranties, covenants and other agreements (however
characterized or described) by both parties and contained
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herein or made pursuant to the provisions hereof shall survive the execution and
delivery of this Agreement.
14. FURTHER INSTRUMENTS. The parties shall execute and deliver any and
all such other instruments and shall take any and all such other actions as may
be reasonably necessary to carry the intent of this Agreement into full force
and effect.
15. SEVERABILITY. If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable or inoperative for
any reason by any court of competent jurisdiction, governmental authority or
otherwise, such holding, declaration or pronouncement shall not affect adversely
any other provisions of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. WAIVER. All rights and remedies of either party under this Agreement
are cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.
17. GENERAL PROVISIONS. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the state of California. Except
as otherwise expressly stated herein, time is of the essence in performing under
this Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter of this Agreement, and this Agreement may not be
modified or amended or any term or provision hereof waived or discharged except
in writing signed by the party against whom
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such amendment, modification, waiver or discharge is sought to be enforced. The
headings of this Agreement are for convenience in reference only and shall not
limit or otherwise affect the meaning thereof. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
"Employee" "Employer"
RETROSPETTIVA, INC.
/s/ BORIJOVE VUKADINOVIC /s/ BORIJOVE VUKADINOVIC
----------------------------------- ----------------------------------
Borijove Vukadinovic Borijove Vukadinovic
Chief Executive Officer
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AMENDMENT OF EMPLOYMENT AGREEMENT
This Amendment of Employment Agreement is entered into as of the ____ day
of August, 1996, by and between Retrospettiva, Inc., a California corporation
(the "Employer"), and Boroivoge Vukadinovic (the "Employee").
WHEREAS, on April 20, 1996, Employer and Employee entered into an
Employment Agreement (the "Employment Agreement") whereby Employee employed
Employee as its Chief Executive Officer and President subject to the terms and
conditions of the Employment Agreement; and
WHEREAS, the parties hereto desire to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged between the parties, it
is agreed as follows:
1. Amendment of Employment Agreement. Section numbered 11,
"Confidentiality; Covenant Not To Compete" is hereby amended by changing the
second paragraph of such section from a covenant not to compete for two years to
a covenant not to compete for three years from the date of this Amendment of
Agreement.
2. Effectiveness of Terms of Employment Agreement. Except as amended
above, all terms and conditions of the Employment Agreement shall remain the
same and in full force and effect.
This Agreement is executed effective on the date first written above.
Employer:
RETROSPETTIVA, INC.
By:
-------------------------------
Xxxxxxx X. Xxxxxxxxx
Chief Financial Officer
Employee:
----------------------------------
Boroivoge Vukadinovic
SECOND AMENDMENT OF EMPLOYMENT AGREEMENT
This Second Amendment of Employment Agreement is entered into as of the
_____ day of April, 1997, by and between Retrospettiva, Inc., a California
corporation (the "Employer"), and Boroivoge Vukadinovic (the "Employee").
WHEREAS, on April 20, 1996, Employer and Employee entered into an
Employment Agreement (the "Employment Agreement") whereby Employee employed
Employee as its Chief Executive Officer and President subject to the terms and
conditions of the Employment Agreement; and
WHEREAS, the Employment Agreement was previously amended in August 1996
(the "First Amendment"); and
WHEREAS, the parties hereto desire to further amend the Employment
Agreement, including the First Amendment.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged between the parties,
it is agreed as follows:
1. Amendment of Employment Agreement. Section numbered 3, "Cash and
Common Stock Compensation" is hereby amended to read as follows:
"3. CASH AND COMMON STOCK COMPENSATION. For all services rendered by
the Employee under this Agreement, the Employer shall pay to the Employee a
salary of Ninety Five Thousand dollars ($95,000) per year for the full term
of the Employment Agreement commencing the first (lst) day of the month
subsequent to the earlier of (i) the closing of an initial public offering
of Employer's securities, or (ii) the closing of a merger by Employer with
or the closing of the acquisition of Employer by a public company. Nothing
contained herein shall prohibit Employer's Board of Directors from
increasing this salary in the future based upon Employee's performance."
2. Effectiveness of Terms of Employment Agreement and First Amendment.
Except as amended above, all terms and conditions of the Employment Agreement
including the First Amendment shall remain the same and in full force and
effect.
This Agreement is executed effective on the date first written above.
Employer:
RETROSPETTIVA, INC.
By:
-------------------------------
Xxxxxxx X. Xxxxxxxxx
Chief Financial Officer
Employee:
----------------------------------
Boroivoge Vukadinovic
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