EXHIBIT 10.23
EMPLOYMENT AGREEMENT
BY AND BETWEEN: MAYOR'S JEWELERS, INC., a corporation duly
incorporated according to the laws of the state of
Delaware, having its head office at 00000 XX 00xx
Xxxxxx, Xxxxxxx, Xxxxxxx, 00000, XXX, herein acting
and represented by Xxxx Xxxxxxxxx or Xxxxxxx Recami
or Xxxxx Xxxxxxxxx, duly authorized for the purposes
hereof as he hereby declares (hereinafter referred to
as the "EMPLOYER"),
AND: XXXXXX X. XXXXXXXXXXXX, residing and domiciled at 00
Xxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxx of
America (hereinafter referred to as the "EXECUTIVE")
WHEREAS the EMPLOYER is engaged in the business of the operation of a chain of
retail stores in Florida, Georgia and certain other states specializing in fine
quality jewelry, watches and giftware;
WHEREAS the EMPLOYER wishes to engage the EXECUTIVE as its President and Chief
Executive Officer , the whole upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE
MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:
1. PRELIMINARY
1.1 The preamble hereto shall form an integral part hereof as
if recited herein at length.
1.2 The parties acknowledge that this Agreement constitutes
the entire agreement between the parties concerning the employment of the
EXECUTIVE by the EMPLOYER during the term hereof and supersedes any and all
prior negotiations, agreements or understandings with respect thereto, whether
written or otherwise.
2. NATURE OF SERVICES
2.1 The EMPLOYER hereby engages and hires the EXECUTIVE to be
its President and Chief Executive Officer during the term of this Agreement and
the EXECUTIVE hereby accepts and agrees to such engagement and employment. In
addition, the EXECUTIVE hereby agrees to serve as a director (and Chairman of
the Board of Directors of the EMPLOYER should he be elected as such by the
shareholders(s) of the EMPLOYER).
2.2 During the term of employment, the EXECUTIVE shall devote
himself to the business of the EMPLOYER and shall not be employed or engaged in
any capacity in promoting, undertaking or carrying on any other business,
without the prior written approval of the EMPLOYER. The EMPLOYER hereby
acknowledges that the EXECUTIVE is employed by XXXXX XXXXX & SONS INC. ("BIRKS")
as its President and Chief Executive Officer and that the EXECUTIVE also serves
as a member of the Board of Directors of Brazilian Emeralds Inc., with all of
the duties commensurate with such positions.
2.3 The EXECUTIVE shall perform such executive duties and have
such responsibilities as are consistent with his capacity as President and Chief
Executive Officer, as well as those duties and responsibilities which the Board
of Directors of the EMPLOYER may delegate to the EXECUTIVE from time to time.
2.4 The EXECUTIVE shall have control over the organization of
his work and shall be responsible, in his best judgment, for determining the
means and methods for performing his services hereunder. The EXECUTIVE shall
have, subject to the directions of the Board of Directors, full power and
authority to manage the business and affairs of the EMPLOYER, including power
and authority to enter into contracts, engagements or commitments of every
nature or kind in the ordinary course of business in the name of or on behalf of
the EMPLOYER and to engage and employ and to dismiss all managers and other
employees of the EMPLOYER.
2.5 The EXECUTIVE shall perform his duties as President and
Chief Executive Officer diligently and conscientiously and loyally and shall use
his best efforts to promote the interests of the EMPLOYER.
3. TERM
3.1 The term of this Agreement and the continued employment of
the EXECUTIVE (the "Term") shall begin on October 1, 2002 (the "Commencement
Date") and shall continue until March 31, 2005 (the "Termination Date").
3.2 In the event that the EMPLOYER elects not to renew this
agreement or continue the employment of the EXECUTIVE after the Termination
Date, the EMPLOYER shall send to the EXECUTIVE, on or before March 31, 2004, a
written notice of such desire to terminate. In the event that the EMPLOYER
terminates the relationship and should the EXECUTIVE be unable to find another
suitable employment position commencing April 1, 2005, then the EMPLOYER shall
compensate the EXECUTIVE by continuing to pay to the EXECUTIVE the same base
salary as that which was payable to him pursuant to Section 4.1 during the
period terminating March 31, 2005, the whole for the period in which the
EXECUTIVE is unable to find a suitable position, to a maximum of twelve (12)
months. During such period, the EXECUTIVE shall also be entitled to receive a
monthly bonus determined as the average monthly bonus which was paid to him
during his period of employment and the same benefits as provided in Section
4.4. Should the EMPLOYER so desire, however, the EXECUTIVE shall continue to
render services to the EMPLOYER during the period in which such additional
compensation is paid, it being understood that EXECUTIVE would spend certain of
such time actively looking for alternate employment. Notwithstanding the
generality of the foregoing, in the event that the EXECUTIVE makes a diligent
attempt to negotiate the renewal of this Agreement prior to the end of March,
2004, but the EMPLOYER has neither finalized its decision with respect thereto
nor provided the EXECUTIVE with a written notice of termination, then the
maximum period within which the additional compensation hereunder shall be paid,
in the event that the EMPLOYER subsequently determines not to renew this
Agreement, shall be extended by one month for each month between March 31, 2004
and the date upon which the written notice of termination is ultimately
delivered to the EXECUTIVE.
4. REMUNERATION AND BENEFITS
4.1 In consideration of the services to be rendered pursuant
to this Agreement, the EMPLOYER shall pay to the EXECUTIVE an annual base salary
of $US 500,000, payable in accordance with the normal payroll practices
established by the EMPLOYER. The EXECUTIVE shall be eligible to receive annual
base salary increases as determined by the Board of Directors (or a committee
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thereof), in its sole discretion based upon the EXECUTIVE's performance. The
base salary as so increased shall be considered the new base salary for all
purposes of this Agreement.
4.2 For each fiscal year of the EMPLOYER that ends during the
Term, the EXECUTIVE shall be entitled to receive an annual cash bonus based upon
his achievement of performance goals, as established in advance by the
Compensation Committee of the Board of Directors of the EMPLOYER after
consultation with the EXECUTIVE. Such bonus shall be determined in accordance
with the performance criteria set forth in Exhibit A. If such performance
criteria are met, the target bonus shall be an amount of $55,000 for the fiscal
year ending January 31, 2003, forty percent (40%) of the base salary for the
fiscal year terminating January 31, 2004 and sixty percent (60%) of the base
salary for the fiscal year terminating January 31, 2005 but shall in each case
not be more than 150% of the target bonus. The EMPLOYER shall pay the entire
annual bonus (if any) that is payable with respect to a fiscal year in a lump
sum cash payment as soon as practicable after the Compensation Committee can
determine whether the performance goals have been achieved based on the
EMPLOYER's audited financial results for such year but no later than the earlier
of 90 days after such fiscal year end or the date on which the audited financial
statements are completed and filed with the Securities and Exchange Commission.
For example, in the fiscal year terminating January 31, 2004, should the
EXECUTIVE's base salary be $500,000 per annum, the target bonus would be
$200,000 and the maximum bonus would be $300,000.
4.3 The EXECUTIVE shall be entitled to five (5) weeks paid
vacation leave in each calendar year throughout the Term. The EXECUTIVE shall be
entitled to carry forward any unused vacation time for one (1) calendar year,
which shall accrue in his favour until used.
4.4 Provided that such benefits are not a duplication of the
benefits and coverages already provided to the EXECUTIVE by BIRKS, the EXECUTIVE
shall be eligible for comprehensive health and dental insurance in such amounts
as is available to all other executives of the EMPLOYER, as well as all benefits
under such pension plans, benefit plans and arrangements, and other insurance
coverages maintained for its senior executives.
4.5 The EMPLOYER shall provide the EXECUTIVE with adequate
"Directors and Officers" liability insurance coverage, commensurate with
existing coverage and industry standards. In this regard, to the fullest extent
permitted by law, the EMPLOYER will indemnify EXECUTIVE and hold him harmless
from all claims arising from any action taken by him, or his failure to act,
within the scope of his authority as an officer of the EMPLOYER and/or its
subsidiaries, unless the action or omission is fraudulent or constitutes willful
misconduct or gross negligence.
4.6 Recognizing the requirement for entertainment of
suppliers, special customers and others by the EXECUTIVE, the EXECUTIVE shall be
reimbursed for all reasonable expenses incurred by him in the fulfilment of his
duties hereunder, the whole upon the presentation of appropriate receipts or
vouchers.
4.7 The EXECUTIVE shall have access to and be entitled to the
non-exclusive use of a company car and company apartment (which rent must be
similar to the EMPLOYER's existing company apartment) when in Florida to perform
his duties at the head office of the EMPLOYER. While such use shall be
non-exclusive, the EXECUTIVE shall be entitled to such use on a priority basis.
5. STOCK OPTIONS
5.1 The EMPLOYER shall grant to the EXECUTIVE on the
Commencement Date stock options to purchase 1,500,000 shares of the EMPLOYER's
common stock which shall approximate 1.375% of the common stock of the EMPLOYER
on a fully diluted basis on the date of the grant with an exercise price per
share equal to the fair market value of a share on the date of the grant of such
option. The options will become exercisable as to one-third (1/3) of the total
options granted on each of the following dates: January 31, 2003, January 31,
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2004 and January 31, 2005. Once exercisable, the options will remain exercisable
until the earlier of (i) the tenth anniversary of the date of grant of the
option or (ii) the second anniversary of the termination of employment with the
EMPLOYER for any reason, except that if employment is terminated for Cause (as
defined below), the options will terminate on the EXECUTIVE's last day of
employment with the EMPLOYER. The options will be granted pursuant to the
EMPLOYER's 1991 Stock Option Plan, and, subject to the above, shall be subject
to the terms of such plan. Shares issuable under such plan have been duly
registered.
6. TERMINATION
6.1 CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:
(a) "Cause" shall mean: (i) the willful and continued
failure by the EXECUTIVE to substantially perform his
duties for the EMPLOYER (other than any such failure
resulting from the EXECUTIVE's incapacity due to
physical or mental illness, or any such actual or
anticipated failure after the EXECUTIVE announces his
intention to resign for Good Reason), and such
failure is not cured by the EXECUTIVE within thirty
(30) days from the date the EMPLOYER notifies the
EXECUTIVE thereof in writing, (ii) the willful
engaging by the EXECUTIVE in misconduct which is
financially injurious to the EMPLOYER, or (iii) the
EXECUTIVE's conviction or a pleading of guilty or
NOLO CONTENDRE with respect to the commission of a
felony. No act, or failure to act, on the EXECUTIVE's
part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and
without reasonable belief that his action or omission
was in the best interest of the EMPLOYER.
(b) "Change in Control" shall be deemed to have occurred
as of the first day that any one or more of the
following conditions shall have been satisfied: (i)
any "Person" as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") (other than members of the
Controlling Shareholder Group, the EMPLOYER, any
trustee or other fiduciary holding securities under
any employee benefit plan of the EMPLOYER, or any
company controlled, directly or indirectly, by the
controlling shareholders of the EMPLOYER), is or
becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the EMPLOYER
representing 30% or more of the combined voting power
of the EMPLOYER's then outstanding securities; (ii)
the shareholders of the EMPLOYER approve a merger or
consolidation of the EMPLOYER with any other
corporation or entity, OTHER THAN a merger or
consolidation which would result in the voting
securities of the EMPLOYER outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more than
80% of the combined voting power of the voting
securities of the EMPLOYER or such surviving entity
outstanding immediately after such merger or
consolidation; (iii) the shareholders of the EMPLOYER
approve a plan of complete liquidation of the
EMPLOYER or an agreement for the sale or disposition
by the EMPLOYER of all or substantially all of the
EMPLOYER's assets; or (iv) the total combined voting
power of the EMPLOYER (or any successor entity)
represented by shares of voting stock owned by
members of the Controlling Shareholder Group is
reduced to 30% or less.
Notwithstanding the foregoing, in no event shall a
Change of Control be deemed to have occurred, with
respect to the EXECUTIVE, if the EXECUTIVE is part of
a purchasing group which consummates a transaction
causing a Change in Control. The EXECUTIVE shall be
deemed "part of a purchasing group" for purposes of
the preceding sentence if the EXECUTIVE is a direct
or indirect equity participant in the purchasing
company or group. The "Controlling Shareholder Group"
includes: (i) Xx Xxxxxxx Xxxxx di Montelera, (ii) the
spouse and lineal descendants of Xx. Xxxxxxx Xxxxx di
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Montelera; (iii) any trust whose principal
beneficiaries are persons described in clauses (i)
and (ii); and (iv) Affiliates of the persons
described in clauses (i), (ii) and (iii). An
"Affiliate" of a person includes only a corporation,
limited liability company, partnership, or similar
entity where a majority of the voting securities or
ownership interests of said entity are directly owned
or controlled by such person. A "person" includes any
natural person and any corporation, limited liability
company, partnership, trust or other entity.
(c) "Code" shall mean the Internal Revenue Code of 1986
as amended.
(d) "Disability" shall mean the EXECUTIVE'S inability to
perform his duties by reason of mental or physical
disability for at least one-hundred eighty (180) days
in any three-hundred sixty-five (365) day period. In
the event of a dispute as to whether the EXECUTIVE is
disabled within the meaning hereof, either party may
from time to time request a medical examination of
the EXECUTIVE by a doctor appointed by the Chief of
Staff of a hospital selected by mutual agreement of
the parties, or as the parties may otherwise agree,
and the written medical opinion of such doctor shall
be conclusive and binding upon the parties as to
whether the EXECUTIVE has become disabled and the
date when such disability arose. The cost of any such
medical examination shall be borne by the EMPLOYER.
(e) "Good Reason" shall mean, without the EXECUTIVE's
written consent, (i) the EMPLOYER changes the
EXECUTIVE's status, title or position as an officer
of the EMPLOYER and such change represents a material
reduction in such status, title or position conferred
hereunder, and/or (ii) the EMPLOYER materially
breaches any material provision of this Agreement
(including, without limitation, a reduction in the
EXECUTIVE's base salary), and/or (iii) there is a
reduction in the aggregate of the level of benefits
available to the EXECUTIVE pursuant to Section 4.4
and such change, breach or reduction is not cured by
the EMPLOYER within thirty (30) days from the date
EXECUTIVE delivers a Notice of Termination for Good
Reason. Such "Notice of Termination for Good Reason"
shall include the specific section of this Agreement
which was relied upon and the reason that the
EMPLOYER's act or failure to act has given rise to
his termination for Good Reason.
6.2 TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASON
In the event at any time of (i) the termination of
the employment of the EXECUTIVE without Cause (for
any reason other than by death or Disability) or (ii)
the resignation of the EXECUTIVE from the EMPLOYER
within 30 days of an event constituting Good Reason,
the EMPLOYER shall pay or provide to the EXECUTIVE
the following:
(i) any earned and accrued but unpaid installment of base
salary through the date of the EXECUTIVE's
resignation or termination at the rate in effect
immediately prior to such resignation or termination
(or, if greater, immediately prior to the occurrence
of an event that constitutes Good Reason) and all
other unpaid amounts to which the EXECUTIVE is
entitled as of such date under any compensation plan
or program of the EMPLOYER (including payment for any
vacation time not taken during the year in which
termination occurs), such payments to be made in a
lump sum within 15 days following the date of
resignation or termination; and
(ii) the amount the EXECUTIVE would have been entitled to
pursuant to Section 4.2, had EXECUTIVE remained
employed through the end of the fiscal year in which
termination occurs, multiplied by a fraction, the
numerator of which is the number of days from the
beginning of such fiscal year to the date of
termination, and the denominator of which is 365,
such amount to be paid no later than the time annual
bonuses are paid to other executives of the EMPLOYER;
and
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(iii) in lieu of any further salary payments to the
EXECUTIVE for periods subsequent to his date of
resignation or termination, an amount equal to the
EXECUTIVE's base salary in effect immediately prior
to the EXECUTIVE's resignation or termination (or, if
greater, immediately prior to the occurrence of an
event that constitutes Good Reason) for the period
(the "Period") that is the unexpired portion of the
Term plus up to a maximum of twelve (12) months being
the period in which the EXECUTIVE is unable to find
another suitable employment position,. The payment
for the unexpired portion of the term shall be made
in a lump sum within 15 days following the date of
the EXECUTIVE's resignation or termination while the
other portion shall be payable to the EXECUTIVE in
the same manner as his base salary is paid hereunder;
and
(iv) a lump sum payment equal to the average annual bonus
paid to the EXECUTIVE for any of the 3 fiscal years
ending prior to date of the EXECUTIVE's resignation
or termination (which bonus for the fiscal year
ending January 31, 2003 shall be multiplied by 3 as
same covers a four month period of employment),
multiplied by a fraction, the numerator of which is
the number of days in the Period and the denominator
of which is 365, such amount, as can be determined,
to be paid within 15 days of such termination and any
additional amount to be paid within 15 days of
determination; and
(v) the EMPLOYER shall maintain in full force and effect
for the Period, all financial planning, health and
dental programs (not life or disability programs) in
which the EXECUTIVE was entitled to participate
either immediately prior to the EXECUTIVE's
resignation or termination or immediately prior to
the occurrence of an event that constitutes Good
Reason, provided that the EXECUTIVE's continued
participation is possible under the general terms and
provisions of such plans and programs. Additionally,
the EXECUTIVE shall be paid a lump sum cash payment
of $24,000 in full satisfaction of participation in
all disability and life insurance programs, which
participation (other than receipt of benefits) shall
not continue following the EXECUTIVE's termination of
employment.
6.3 TERMINATION FOR CAUSE, DISABILITY, DEATH OR RESIGNATION
WITHOUT GOOD REASON. In the event of the EXECUTIVE's termination of employment
for Cause, death or Disability or his resignation without Good Reason, only the
amounts set forth in clauses (i) and (ii) of Section 6.2 shall be payable to the
EXECUTIVE.
6.4 TERMINATION AFTER A CHANGE IN CONTROL. If a termination
without Cause or a termination for Good Reason occurs within two years of a
Change in Control, then the EXECUTIVE shall receive the payments required by
Section 6.2 except as follows:
(i) for purposes of Sections 6.2 (iii), (iv) and (v), the
Period shall be the greater of two (2) years, on the
one hand, and the unexpired portion of the Term plus
one (1) year, on the other; and
(ii) EXECUTIVE also shall receive an amount that, on an
after-tax basis (including federal income and excise
taxes, and state and local income taxes) equals the
excise tax imposed by Section 4999 of the Code upon
the EXECUTIVE by reason of amounts payable under this
Section 6.4 (including this clause (ii)), as well as
amounts payable outside of this Agreement by the
EMPLOYER that are described in Section 280G(b) (2)
(A) (I) of the Code. For purposes of this clause, the
EXECUTIVE shall be deemed to pay federal, state and
local income taxes at the highest marginal rate of
taxation.
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6.5 WITHHOLDING. The EMPLOYER shall have the right to deduct
from any amounts payable under this Agreement an amount necessary to satisfy its
obligation, under applicable laws, to withhold income or other taxes of the
EXECUTIVE attributable to payments made hereunder.
6.6 NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER
CONTRACTUAL RIGHTS. The EXECUTIVE shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the EXECUTIVE as the
result of employment by another employer after the date of resignation or
termination, or, by any setoff, counterclaim, recoupment, defense or other right
which the EMPLOYER may have against the EXECUTIVE. The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish the EXECUTIVE's existing rights, or
rights the EXECUTIVE may acquire in the future, under any EXECUTIVE benefit
plan, incentive plan, employment agreement or other contract, plan or
arrangement.
6.7 NON-APPLICABILITY. Notwithstanding the terms of Sections
6.2 and 3.2, the parties agree that any payments to be made to the EXECUTIVE for
termination for any reason or non-renewal after the expiration of the Term,
other than as set out in Section 6.2 (i) and (ii), shall not be payable in the
event that continued employment by BIRKS and the reinstatement as a consultant
for Iniziativa, S.A. is offered and available to the EXECUTIVE.
7. CONFIDENTIAL INFORMATION
7.1 For the purposes of this Agreement, the term "Confidential
Information" shall mean, but shall not be limited to, any technical or
non-technical data, budgets, business plans, pricing policies, financial records
and any information regarding the EMPLOYER's marketing, sales or dealer network,
which is not generally known to the public through legitimate origins, but shall
not include any information and knowledge which the EXECUTIVE himself possessed
at the commencement of his employment with the EMPLOYER.
7.2 Unless otherwise required by law or expressly authorized
in writing by the EMPLOYER, the EXECUTIVE shall not, at any time during or after
his employment by the EMPLOYER, directly or indirectly, in any capacity
whatsoever, except in connection with services to be performed hereunder,
divulge, disclose or communicate to any person, moral or physical, entity, firm
or any other third party, or utilize for his personal benefit or for the benefit
of any other party, any Confidential Information.
8. RESTRICTIVE COVENANTS
8.1 NON-COMPETITION. EXECUTIVE covenants and agrees that at no
time (i) during the Term nor (ii) during the period immediately following a
termination of employment during which the EXECUTIVE continues to receive
payments from the EMPLOYER pursuant to Sections 3.2 or 6.2(iii) up to a maximum
of twelve (12) months (provided EXECUTIVE has received all amounts due to him
hereunder) nor (iii) in the event of a voluntary departure of the EXECUTIVE from
his employment, during the twelve (12) month period immediately following the
date of his departure, will EXECUTIVE become employed by, enter into a
consulting arrangement with or otherwise agree to perform personal services for
a Competitor whose operations are located principally in the states of Florida
or Georgia. "Competitor" shall mean any Person which sells goods or services
which are competitive with those sold by a business that (i) is being conducted
by the EMPLOYER at the time in question and (ii) was being conducted at the date
of termination of employment, but shall specifically exclude BIRKS and its
Affiliates and related entities.
9. MISCELLANEOUS
9.1 The EXECUTIVE and the EMPLOYER acknowledge and agree that
the covenants, terms and provisions contained in this Agreement and the rights
of the parties hereunder cannot be transferred, sold, assigned, pledged, or
hypothecated; provided, however that this Agreement shall be binding upon and
shall enure to the benefit of the EMPLOYER and any successor to or assignee of
all or substantially all of the business and property of the EMPLOYER.
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9.2 ENFORCEMENT.
a) This Agreement shall inure to the benefit of and be
enforceable by the EXECUTIVE's personal and legal
representatives, executors, administrators,
successors, heirs, distributees, devisees and
legatees. If the EXECUTIVE should die while any
amounts are still payable to him hereunder, all such
amounts shall be paid in accordance with the terms of
this Agreement to the EXECUTIVE's estate or
beneficiary.
b) The EMPLOYER shall pay promptly as incurred (and in
any event within 10 days of its receipt of proper
documentation of) all reasonable fees and expenses
(including attorneys' fees) that the EXECUTIVE may
incur in relation to the negotiation and preparation
of this Agreement and following the termination or
non-renewal of this Agreement as a result of the
EMPLOYER's contesting the validity, enforceability,
or the EXECUTIVE's interpretation of the provisions
of this Agreement relating to the EXECUTIVE's
entitlements pursuant to Section 6.2 (regardless of
the outcome of any litigation to enforce this
Agreement).
c) In the event proceedings are initiated by either
party to enforce the provisions of this Agreement,
the prevailing party shall be entitled to recover
reasonable costs, expenses, and attorney's fees from
the other party, except to the extent such costs,
fees and expenses are covered by Section 9.2 (b), in
which case Section 9.2 (b) shall govern.
9.3 The EXECUTIVE hereby represents and warrants that, other
than as disclosed herein, in entering into this Agreement, he is not in
violation of any contract or agreement, whether written or oral, with any other
person, moral or physical, firm, partnership, corporation or any other entity to
which he is a party or by which he is bound and will not violate or interfere
with the rights of any other person, firm, partnership, corporation or other
entity.
9.4 This Agreement shall not be modified except in writing by
the parties hereto.
9.5 The waiver by the EMPLOYER or the EXECUTIVE of any breach
of any term or condition of this Agreement shall not be deemed to constitute the
waiver of any other breach of the same or any other term or condition hereof.
9.6 The parties hereto agree that this Agreement shall be
construed as to both validity and performance and shall be enforced in
accordance with and governed by the laws of the state of Florida. IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date indicated below.
SIGNED AT SUNRISE, FL , MAYOR'S JEWELERS, INC.
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THIS 29TH DAY OF OCT. , 2002.
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PER: /s/ XXXXXXXXX XXXXXXXXX
--------------------------------
/s/ FILIPPO RECAMI
SIGNED AT SUNRISE, FL,
THIS 29TH DAY OF OCT. , 2002.
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/s/ XXXXXX X. XXXXXXXXXXXX
--------------------------------
XXXXXX X. XXXXXXXXXXXX
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EXHIBIT A
APPENDIX II
PERFORMANCE BONUS APPRAISAL CRITERIA
EXAMPLE
50% of Increase/ 150% of
Decrease in PP increase in PP Bonus Target Actual
COMPANY OBJECTIVES Prior Year vs Prior Yr vs Prior Yr Allocation 2002 Adjusted Bonus Bonus
Plan Weight Actual % Value Value
Bonus Payout %
QUALITATIVE OBJECTIVES
Sales 130,000K 135,000K 140,000K 145,000K 10% 142,500 12.5% 20,000 25,000
Gross Profit 40,000K 45,000K 50,000K 55,000K 20% 50,000 20.0% 40,000 40,000
Operating Expense 70,000K 65,000K 60,000K 55,000K 20% 65,000 10.0% 40,000 20,000
Net Loss (30,000)K (20,000)K (10,000)K -0- 20% (15,000) 15.0% 40,000 30,000
Financial Debt/Equity 2.5 2.25 2.0 1.75 10% 2.20 6.0% 20,000 12,000
Ratio
------------- -------- -------- ---------
SUB TOTAL 80% 63.5% 160,000 127,000
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2002
QUALITATIVE OBJECTIVES WEIGHT ACTUAL % VALUE
EXAMPLES:
Development of Private 20% Over 30% 40,000 60,000
Label Achieved
Goals
------------- -------- -------- ---------
20% 30% 40,000 60,000
------------- -------- -------- ---------
TOTAL 100% 93.5% 200,000 187,000
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