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Exhibit 10.20
EMPLOYMENT AGREEMENT ENTERED INTO at: Montreal
___________________________
on: Oct. 1, 1998
_______________________
BETWEEN: GILDAN ACTIVEWEAR INC., a corporation duly
incorporated, having its principal office at
725, Xxxxxx xx Xxxxxx, Montreal (Quebec) X0X
0X0 (hereinafter the "Company")
AND: XXXXXX XXX XX SUM
domiciled at: 30 Fallbrook
_______________________________
HAMPSTEAD, QUE.
____________________________________________
(hereinafter the "Employee")
SECTION 1 - PURPOSE
1.0 The Employee has been employed by the Company since Oct. 1995 and in
his current capacity as Vice-President, Operations is responsible
for the Operations Planning, Product Development, Purchasing,
Warehousing and Distribution (Logistics) functions of the Company.
In addition, he shall have any powers and carry out mandates that
may be entrusted to him by the Board of Directors from time to time.
SECTION 2 - DUTIES
2.0 The Employee agrees to work full time at the Company and to make
every reasonable effort necessary to perform adequately the duties
that are assigned to him. The Employee agrees to comply with all the
orders, instructions, policies and/or rules that are established
verbally or in writing by the Board of Directors of the Company.
The Employee agrees during the term of this agreement and
thereafter, not to disclose the private affairs of the Company to
any other person, firm or company, other than in the normal
performance of his employment hereunder, unless required by law, and
the Employee shall not use for his own purpose or for
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any purposes other than those of the Company, any information, or
knowledge acquired with or relating to the affairs of the Company;
After termination of his employment with the Company the Employee
agrees:
i) not to disclose the private affairs of the Company to any
other person, firm, or company unless required by law, and
shall not use for his own purpose any confidential information
or knowledge pertaining to or otherwise relating to the
affairs of the Company;
ii) not to directly or indirectly solicit any of the Company's
customers for the purpose or intent of selling them any
products which are similar or otherwise competing with the
products of the Company for a period of twelve (12) months
after termination of employment;
iii) not to induce, entice, or otherwise attempt to directly or
indirectly hire or engage any of the Company's employees for a
period of twelve (12) months after termination of employment;
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SECTION 3 - COMPENSATION
3.0 The Company shall pay the Employee, for the duration of this
contract of employment, a base annual compensation (the "Base
Salary"), payable in consecutive bi-weekly installments. Such Base
Salary shall be reviewed annually, in accordance with Company
policies. The Employee shall also participate in the Company's
Annual Incentive Plan. Confirmation of the Employee's Base Salary
and targeted award under the Annual Incentive Plan will be provided
annually by the Company to the Employee in a separate letter.
SECTION 4 - EMPLOYMENT BENEFITS
4.0 The Employee shall be entitled to the employment benefits offered
from time to time to senior executives of the Company.
SECTION 5 - DURATION AND TERMINATION
5.0 This contract is for an indefinite period. It may, however, be
terminated by the Company, upon simple notice in writing transmitted
to the Employee, without the Company being bound to pay any
indemnity whatsoever, in the following cases:
a) Upon the death of the Employee;
b) If the Employee becomes physically or mentally disabled to
such an extent as to make him unable to perform his duties
normally and adequately as certified by an independent
physician. In such a case, the Employee may continue to
benefit under short-term and long-term disability insurance
plans, subject to the terms of such plans, provided that the
indemnities and benefits are not less than those in force at
the time of signing this Agreement;
c) If the Employee breaches the terms of this contract;
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d) For cause which means termination upon i) the Employee having
engaged in fraud, theft or embezzlement of Company funds or
(ii) the Employee having been convicted of felony or criminal
offense or (iii) the Employee having willfully engaged in
conduct that is demonstrably and materially injurious or
result in significant damage to the Company, monetarily or
otherwise.
5.1 If the Employee wishes to terminate his employment, he must advise
the Company in writing at least two months in advance. In such case
of voluntary termination of employment by the Employee, the Company
is not bound to pay any indemnity whatever.
5.2 Should the Company terminate the employment of the Employee for
reasons other than those provided for in Section 5.0 or should the
Company take any one of the actions listed in Appendix "A" or any
other action which could be construed as constructive dismissal, the
Employee shall be entitled to the following benefits:
i) an amount equivalent to 12 months of the Employee's Base
Salary in effect at the time of termination or dismissal, such
12 month period being hereinafter referred to as the
"termination period". Payment of this amount shall be made in
a lump sum or, if so elected by the Employee, as salary
continuance for the duration of the termination period;
ii) continuation of employment (group insurance) benefits in
effect at the time of termination or dismissal (except short
and long term disability) for the duration of the termination
period, ceasing upon new employment, if earlier;
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iii) any earned bonus (means bonus earned with respect to a
previous fiscal year) that would otherwise have been paid or
become payable to the Employee during the termination period
(based on the Employee's entitlement at the time of
termination or dismissal) pursuant to the terms of the
Company's Annual Incentive Plan in effect at the time of
termination or dismissal;
iv) the right to exercise vested options pursuant to any Company's
Stock Option Plan, in effect at the time of termination or
dismissal provided that such exercise shall take place within
a period of 90 days following the date of termination of
employment;
v) the payment of any earned but unused vacation days determined
in accordance with the Company's vacation policy for senior
executives plus the payment by or the reimbursement to the
Company of any amounts owed (due) under the Employee's
business expense account plus the payment of any balance or
prorata thereof owed the Employee under the Employee's
authorized personal spending account, if any, at time of
termination;
The indemnity provided for in sub-sections iii) and v) above shall
only be payable to the Employee in a lump sum.
Notwithstanding any dispositions of the present Employment
Agreement, none of the benefits, including the different types of
compensation, listed at sub-section 5.2 hereinabove shall be payable
to the Employee if his termination of employment were to occur
following a Change of Control in the Company for which the Employee
is covered pursuant to the Change of Control Agreement entered into
between the Company and the Employee on May 28, 1998, provided said
agreement remained in full force at time of termination of
employment.
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SECTION 6 - TERMINATION OF PRIOR CONTRACTS
6.0 The terms of this contract of employment revoke and cancel any prior
agreement, verbal or written, with respect to the Employee's
employment with the Company, each of the parties granting the other
full and final release and discharge from any action, cause of
action, claim or demand of any nature based on the provisions of any
such agreement.
SECTION 7 - SUCCESSORS
7.0 This contract shall be binding on the successors and assigns of both
parties.
SECTION 8 - INTERPRETATION
8.0 This contract of employment shall be governed by and interpreted in
accordance with the laws of Canada.
8.1 In the event that any clause, phrase, paragraph or part of this
contract is ruled invalid for any reason by any court having
jurisdiction, the remainder of this contract shall not be affected
or nullified by such judgement, whose application shall be
restricted to the clause, phrase, paragraph or part thus ruled
invalid.
SECTION 9 - LANGUAGE
The parties have expressly requested that this Agreement be drafted
in the English language.
Les parties ont expressement requis que cette entente soit redigee
en anglais.
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In witness whereof the parties hereto have duly signed this contract of
employment in duplicate at the date and place hereinabove mentioned.
GILDAN ACTIVEWEAR INC. EMPLOYEE
By: /s/ H. Xxxx Xxxxxxxx /s/ Xxxxxx Xxx Xx Sum
_____________________________ _______________________________
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APPENDIX A
(i) Inconsistent Duties. A meaningful and detrimental alteration in the
position or reporting relationship or in the nature or status of the
responsibilities of the Employee from those in effect immediately prior to
the alleged constructive dismissal.
(ii) Reduced Salary. A reduction by the Company in the Base Salary as in effect
immediately prior to the alleged constructive dismissal;
(iii) Incentive Compensation Plans The failure by the Company to continue in
effect any incentive compensation plan in which the Employee participates,
including but not limited to, any Company Stock Option Plan and the Annual
Incentive Plan, or any other similar plans in effect immediately prior to
the alleged constructive dismissal, unless the Employee is eligible to
participate in, and is entitled to the opportunity to receive a comparable
level of benefits under, an ongoing substitute or alternative plan (it
being understood that the manner or method of payment and the form of
consideration need not be the same as existed in the original plans); or
the failure by the Company to continue the Employee's participation
therein on at least as favorable a basis, both in terms of the amount of
benefits available to the Employee and the level of participation relative
to other participants, as existed immediately prior to the alleged
constructive dismissal.
(iv) Employment Benefit (Group Insurance) Plans and Perquisites. The failure by
the Company to continue to provide the Employee with benefits at least as
favorable under any of the Corporation's group life insurance, medical,
health and accident, or disability plans in which the Employee
participated immediately prior to the alleged constructive dismissal; the
taking of any action by the Company that would directly or indirectly
materially reduce any of such benefits or deprive the Employee of any
material perquisite enjoyed
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immediately prior to the alleged constructive dismissal, including without
limitation and to the extent applicable, the use of secretarial services,
office space, telephones, computer facilities, expense reimbursement, and
other applicable privileges, if any, such as car, etc.; or the failure by
the Company to provide the Employee with the number of paid vacation days
in accordance with the Corporation's normal vacation policy for senior
executives in effect immediately prior to the alleged constructive
dismissal.
(v) Relocation. The Company requiring the Employee to be relocated in a
foreign country or more than sixty (60) miles away from the location where
the Employee is based immediately prior to the alleged constructive
dismissal;
(vi) No Assumption by Successor. The failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree to perform
this contract as contemplated in Section 7, or, if the business or
undertaking in connection with which the Employee's services are
principally performed is sold and the Employee's employment is transferred
as a result, the purchaser of such business shall fail to agree to provide
the Employee with the same comparable position, duties, compensation and
benefits as provided to the Employee by the Company immediately prior to
the alleged constructive dismissal.
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