Exhibit 10.(e)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of
the 14th day of May, 1998, by and between XXXXX GROUP, INC. ("Xxxxx"), a New
York corporation, and XXXXXX X. XXXXX (" Xxxxx").
WITNESSETH THAT:
WHEREAS, Xxxxx has been an employee of a subsidiary of Xxxxx and served as
Executive Vice President, Famous Footwear;
WHEREAS, effective March 6, 1998, Xxxxx was appointed President of Xxxxx
Shoe Company, a division of Xxxxx, and elected as a Vice President of Xxxxx;
WHEREAS, Xxxxx desires to continue to be employed by Xxxxx and to serve as
President of Xxxxx Shoe Company and as a Vice President of Xxxxx;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, Xxxxx and Xxxxx covenant and
agree as follows:
1. Employment. Xxxxx shall continue his current employment with Xxxxx
and agrees to serve as President of Xxxxx Shoe Company, a division of Xxxxx,
and as a Vice President of Xxxxx.
2. Compensation. Subject to the terms of this Agreement, in
consideration of Xxxxx'x agreements contained herein, for the period beginning
May 1, 1998 and ending April 30, 2001, Xxxxx shall be paid base compensation at
an annual rate of no less than Four Hundred Fifty Thousand Dollars ($450,000).
Compensation shall be paid in approximately equal installments no less
frequently than monthly. If Xxxxx'x employment with Xxxxx is terminated by
Xxxxx other than for Cause (as set forth in Section 7 below) prior to April 30,
2001, Xxxxx shall be paid by Xxxxx, within 30 days of such termination, the
greater of (1) Thirty-seven Thousand Five Hundred Dollars ($37,500) multiplied
by the number of the full months remaining from the last day of the month
preceding the date of termination until May 1, 2001, less the amount, if any,
of any base compensation paid to Xxxxx for the month of termination prior to
the date of such termination, or (2) severance benefits payable at such time
under Xxxxx'x standard severance policy.
3. Incentive Payment. While serving as President of Xxxxx Shoe Company,
Xxxxx shall be eligible to receive annually an incentive payment in accordance
with the annual incentive plan of Xxxxx. A payment of no less than $180,000
for Xxxxx'x fiscal year ending January 30, 1999 shall be paid to Xxxxx in all
events, within sixty days after the end of such year if Xxxxx is employed by
Xxxxx at the end of such year or, if not so employed, if Xxxxx'x employment
has been terminated by Xxxxx other than for Cause prior to the end of such year.
4. Stock Options. Xxxxx shall grant to Xxxxx on May 28, 1998 an option to
acquire a substantial number of shares of the common stock of Xxxxx under the
Xxxxx Group, Inc. Stock Option and Restricted Stock Plan of 1998, if such Plan
is adopted by the shareholders of Xxxxx on May 28, 1998.
5. Relocation Expenses. Xxxxx is relocating his residence from Windsor,
Wisconsin to St. Louis County, Missouri ("MO"). In accordance with the
corporate relocation policy as set forth in the Xxxxx Policy and Control Manual
(01200) or as otherwise agreed between Xxxxx and Xxxxx, within 30 days of the
date of submission by Xxxxx of the claim for reimbursement, Xxxxx shall
reimburse Xxxxx for all reasonable expenses incurred by him in moving himself,
his wife and children to MO, including, but not limited to, (1) expenses
incurred for movement of all household goods and automobiles, (2) the cost of
transportation for Xxxxx, his wife and children to MO, (3) temporary living
expenses until Xxxxx moves his family to MO, and (4) $18,750 (one-half month's
base compensation). In addition, Xxxxx shall purchase Xxxxx'x home at 0000
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx and pay to Xxxxx for such home, no later
than July 1, 1998, the sum of $465,000 (Xxxxx'x cost).
6. Other Benefits. If Xxxxx'x employment with Xxxxx is terminated by
Xxxxx, other than for Cause, before April 30, 2001, Xxxxx shall continue, until
such date, to be entitled to all rights and benefits currently enjoyed by Xxxxx
as an employee of Xxxxx, with such upward adjustments as are appropriate to
take into account his position of increased responsibility.
7. Termination for Cause. "Cause" shall mean conviction of Xxxxx of a
crime involving (1) moral turpitude, (2) fraud or (3) material dishonesty with
respect to the business of Xxxxx.
8. Nonwaiver of Rights. The failure to enforce at any time any of the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement,
or any part hereof, or the right of either party thereafter to enforce each
and every provision in accordance with the terms of this Agreement.
9. Invalidity of Provisions. In the event that any provision of this
Agreement is adjudicated to be invalid or unenforceable under applicable law,
the validity and enforceability of the remaining provisions shall be unaffected.
To the extent that any provision of this Agreement is adjudicated to be
invalid or unenforceable because it is overbroad, that provision shall not be
void but rather shall be limited only to the extent required by applicable law
and enforced to the maximum extent allowed under such law.
10. Right to Terminate Employment. Xxxxx, in accordance with its customary
practices, may terminate the employment of Xxxxx at any time provided, however,
Xxxxx shall remain liable for payments of such amounts as are otherwise
provided for pursuant to this Agreement.
11. Assignment. This Agreement shall be freely assignable by Xxxxx to any
person, firm, corporation or other entity which shall succeed, in whole or in
part, to the business presently operated by Xxxxx and shall inure to the
benefit of, and be binding upon, Xxxxx, its successors and assigns; but, being
a contract for personal services, neither this Agreement nor any rights
hereunder shall be assigned by Xxxxx.
12. Governing Law and Choice of Forum. This Agreement shall be interpreted
in accordance with and governed by the laws of the State of Missouri. Any
actions or proceedings arising out of or relating, directly or indirectly, to
this Agreement shall be filed and litigated exclusively in any state or federal
court located in the City or County of St. Louis.
13. Amendments. No modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless agreed to in writing by
the parties hereto.
14. Notices. Any notice to be given by either party hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed,
certified or registered mail, postage prepaid, as follows:
To Xxxxx: Xxxxx Group, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President and General Counsel
To Xxxxx: Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
or to such other address as may have been furnished to the other party by
written notice.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 14th day of May, 1998 in the County of St. Louis, State
of Missouri.
XXXXX GROUP, INC.
By /s/ X. X. Xxxxxxxxxxx, Xx.
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Chairman and Chief Executive Officer
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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