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Exhibit 10.22
EMPLOYMENT AGREEMENT ENTERED INTO at: Montreal
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on: Aug. 31, 1998
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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: XXXXXXXX XXXXXXX
27, Harbridge
Xxxxxxx-des-Ormeaux (Quebec)
H9G 1B0
(hereinafter the "Employee")
SECTION 1 - PURPOSE
1.0 The Employee has been employed by the Company since Aug. 3, 1998 and in
his current capacity as Vice-President, Information Technology is
responsible for the development, maintenance and operation of information
technology and system 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
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performance of his employment hereunder, unless required by law, and the
Employee shall not use for his own purpose or for 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 pro rata 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
August 31, 1998, provided said agreement remained in full force at time of
termination of employment.
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SECTION 6 - TERMINATION 0F 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
be 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/ Xxxxxxxx Xxxxxxx
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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 ether 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) The 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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