EXHIBIT 10.23
[Little Switzerland, Inc. Letterhead]
August 14, 1998
Xxxx X. Xxxxx, Xx.
Little Switzerland, Inc.
161-B Crown Bay Cruise Ship Port
P.O. Box 930
St. Xxxxxx, U.S.V.I. 00804
Re: Employment Agreement
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Dear Xxxx:
Reference is hereby made to your Employment Agreement (the "Employment
Agreement"), dated November 1, 1995, with L.S. Wholesale, Inc. (the "Employer")
and Little Switzerland, Inc. (the "Company"). Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Employment
Agreement.
You have informed us that you now desire to resign from the Company
effective August 31, 1998 (the effective date of your resignation being
hereinafter referred to as the "Resignation Date"). We appreciate your efforts
on the Company's behalf and will be willing to promptly provide you with a
favorable letter of recommendation upon request and each of the directors of the
Company will respond promptly to telephone reference inquiries by prospective
employers. In consideration of your services rendered to the Company to date
and your continued employment as President and Chief Executive Officer of the
Company through the end of business on the Resignation Date, and for other good
and valuable consideration, the receipt and sufficiency of which you, the
Employer and the Company hereby acknowledge, you, the Employer and the Company
hereby covenant and agree as follows:
1. You shall continue your service to the Company as President and Chief
Executive Officer pursuant to the terms and conditions set forth in your
Employment Agreement through the end of business on the Resignation Date, at
which time, your resignation shall become effective. Your resignation is a
termination of employment by you without cause pursuant to Section 5(e) of the
Employment Agreement.
2. The Compensation Committee of the Board of Directors will grant you a
bonus in the aggregate amount of $140,000.00 for the fiscal year ended May 30,
1998 and payable to you on July 17, 1998, in accordance with Section 3.a.(2) of
the Employment Agreement. In addition, the Compensation Committee of the Board
of Directors will grant you a special one-time lump sum "stay bonus" of
$4,000.00 for your agreement to remain as President and Chief Executive Officer
of the Company through the end of business on the Resignation Date.
3. The Compensation Committee of the Board of Directors is hereby
directed by the Company to amend your Incentive Stock Option Agreement, dated as
of August 11, 1997, pursuant to which your outstanding Option was granted in
accordance with Section 3.b. of the Employment Agreement to provide that such
Option may be exercised after termination of your employment with the Company at
any time prior to September 1, 2000, upon which date such Option shall expire.
4. The Company will pay to you or on your behalf the following fees and
expenses, up the applicable maximum payment set forth below:
(a) all rent and utilities expenses incurred by you from August 1,
1998 through the Resignation Date, up to a maximum aggregate amount of
$2,000.00;
(b) all personal attorney's fees and expenses incurred by you in
connection with the negotiation of this letter agreement and the matters
contemplated hereby, up to a maximum aggregate amount of $4,000.00;
(c) all moving expenses incurred by you in moving from St. Xxxxxx,
U.S.V.I. to Wilmington, North Carolina, up to a maximum aggregate amount of
$10,000.00; and
(d) $3,883.14 to cover certain other expenses.
5. The Company hereby grants you the right to purchase any and all of the
Company's merchandise, at Company's cost, up to a maximum aggregate amount of
$20,000.00, for a period of one (1) year ending on the first anniversary of the
Resignation Date.
6. You shall continue to serve as a director of the Company after the
Resignation Date until the expiration of your term (i.e., until you are replaced
at the Company's next meeting of stockholders, it being understood that you do
not want to be re-nominated by the Board of Directors for election as a director
for another term). It is understood that, after the Resignation Date, you shall
serve as a non-employee director, entitled to a pro rata share of the fees and
expense reimbursement to which other non-employee directors of the Company are
entitled.
7. You and your attorneys shall have the right to review and approve the
content of a press release regarding the termination of your employment.
8. The Company agrees to indemnify and hold you harmless against
litigation costs and expenses in accordance with the terms of the Company's
existing Directors and Officers insurance policy and its Amended and Restated
Certificate of Incorporation.
9. This letter agreement amends the Employment Agreement only to the
extent set forth herein. In all other respects, except as modified by this
letter agreement, the Employment Agreement shall remain in full force and
effect.
By executing below, you, the Employer and the Company hereby agree to the
terms outlined above.
L.S. WHOLESALE, INC.
By: /s/ X. Xxxxxxx Xxxxx
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Name: X. Xxxxxxx Xxxxx
Title: Chairman of the Board
LITTLE SWITZERLAND, INC.
By: /s/ X. Xxxxxxx Xxxxx
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Name: X. Xxxxxxx Xxxxx
Title: Chairman of the Board
ACKNOWLEDGED AND AGREED:
/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
