Exhibit 10.1
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1st day of December, 1992, by and between SIRCO
INTERNATIONAL CORP., a New York corporation with its principal place of business
at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called
the "Corporation") and XXXX XXXXX, residing at 00 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter called "Executive").
W I T N E S S E T H
WHEREAS, the Corporation desires to employ Executive and Executive is
willing to undertake such employment on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth; the parties hereto agree as follows:
1. The Corporation hereby employs Executive to perform such supervisory or
executive duties on behalf of the Corporation as an executive officer or the
Board of Directors of the Corporation may from time to time determine. Executive
shall be elected to the office of Executive Vice President and thereafter to
such other offices of the Corporation as the Board of Directors may from time to
time determine.
2. Executive hereby accepts such employment and agrees that throughout the
period of his employment hereunder, he will devote his full time, attention,
knowledge and skills, faithfully, diligently and to the best of his ability, in
furtherance of the business of the Corporation, will perform the duties assigned
to him pursuant to Paragraph 2 hereof, subject, at all times, to the direction
and control of the Chief Executive Officer and the Board of Directors of the
Corporation, and will do such traveling as may be reasonably required of him in
the performance thereof. Executive shall at all times be subject to, observe and
carry out such rules, regulations, policies, directions and restrictions as the
Corporation shall from time to time establish. During the period of his
employment hereunder, Executive shall not, without the written approval of the
Board of Directors first had and obtained in each instance, directly or
indirectly accept employment or compensation from or perform services of any
nature for, any business enterprise other that the Corporation and its
subsidiaries. During the period of Executive's employment hereunder, Executive
shall not be entitled to additional compensation for serving in any office of
the Corporation or any of its subsidiaries to which he is elected.
3. Executive shall be employed for a term of three years commencing as of
the 1st day of December, 1992, and ending on the 30th day of November, l995,
unless his employment is terminated prior to the expiration of such three year
term pursuant to the provisions hereof.
4. As full compensation for his services hereunder, the Corporation will
pay to Executive
4.1 a base salary of $170,000 per annum, payable in equal installments
no less frequently than monthly; and
4.2 incentive compensation for each fiscal year of the Corporation
during the term hereof in an amount equal to 10% of the net income of the
Luggage Division of the Corporation for such fiscal year.
For purposes of this Paragraph 4, "net income of the Luggage Division"
shall mean net income of the Luggage Division as reflected in its divisional
financial statements (A) before deduction of or allowance for the incentive
compensation payable pursuant to Subparagraph 4.2 hereof, and (B) exclusive of
extraordinary gain or loss. Any incentive compensation to which Executive may be
entitled hereunder shall be payable within 120 days after the end of the fiscal
year to which such incentive compensation relates. With respect to any fiscal
year of the Corporation during which Executive's employment hereunder
terminates, Executive shall be entitled to a pro rata share of incentive
compensation, based upon net income of the Luggage Division, and the number of
days in such fiscal year during which Executive was employed by the Corporation.
5. In addition to such base salary and incentive compensation, Executive
shall be entitled to participate, to the extent he is eligible under the terms
and conditions thereof, in any pension, profit-sharing, retirement,
hospitalization, insurance, medical service, or other employee benefit plan
generally available to the executives of the Corporation that may be in effect
from time to time during the period of his employment hereunder. The Corporation
shall be under no obligation to institute or continues the existence of any such
employee benefit plan.
6. The Corporation shall reimburse Executive for all expenses reasonably
incurred by him in connection with the performance of his duties hereunder and
the business of the Corporation, upon the submission to the Corporation of
appropriate vouchers therefor and approval thereof by the Chief Financial
Officer of the Corporation.
7. Executive shall be entitled to two weeks' paid vacation during the first
year and three weeks paid vacation during each succeeding year of his employment
hereunder. All such vacations shall be taken at times mutually agreeable to
executive and the Chief Executive Office of the Corporation. For purposes of
this Paragraph 7, the term "year" shall mean the 12-month period beginning
December 1st in each fiscal year. Vacation time shall be cumulative from year to
year to the extent of one week thereof.
8. In consideration of the Corporation's entering into this Agreement,
Executive agrees that during the period of his employment hereunder, and for a
further period of six months thereafter, he will not (I) directly or indirectly
own, manage, operate, join, control, participate in, invest in, or otherwise be
connected with, in any manner, whether as an officer, director, employee,
partner, investor or otherwise, any business entity which is engaged in the
design, importation, manufacture and/or sale at wholesale of handbags,
children's bags, tote bags or soft luggage in the State of New York, New Jersey,
Connecticut, Massachusetts, Rhode Island, Pennsylvania, Maryland, Delaware or
the District of Columbia (the "Restricted Territory") or is engaged in any other
business in which the Corporation or any of its subsidiaries is currently
engaged or is engaged at the time of termination of Executive's employment
hereunder, or (ii) for himself or on behalf of any other person, firm,
corporation or entity, call on any customer of the Corporation for the purpose
of soliciting, diverting or taking away any customer from the Corporation.
Nothing herein contained shall be deemed to prohibit Executive from investing
his funds in securities of a company if the securities of such company are
listed for trading on a national stock exchange or traded in the
over-the-counter market and Executive's holdings therein represent less than one
percent of the total number of shares or principal amount of other securities of
such company outstanding.
Executive acknowledges that the provisions of this Paragraph 8 are
reasonable and necessary for the protection of the Corporation, and that each
provision, and the period or periods of time, geographic areas and types and
scope of restrictions on the activities specified herein are, and are intended
to be divisible. In the event that any provision of the Paragraph 8, including
any sentence, clause or part hereof, shall be deemed contrary to law or invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions shall not be affected, but shall, subject to the discretion
of such court, remain in full force and effect and any invalid and unenforceable
provisions shall be deemed, without further action on the part of the parties
hereto, modified, amended and limited to the extent necessary to render the same
valid and enforceable.
9. Executive shall hold in a fiduciary capacity for the benefit of the
Corporation all information, knowledge and data relating to or concerned with
its operations, sales, business and affairs, and he shall not, at any time
hereafter, use, disclose or divulge any such information, knowledge or data to
any person, firm or corporation other than to the Corporation or its designees
or except as may otherwise be required in connection with the business and
affairs of the Corporation.
10. Any invention, improvement, design, development or discovery conceived,
developed, created or made by Executive alone or with others, during the period
of his employment hereunder and applicable to the business of the Corporation,
whether or not patentable, registrable or copyrightable, shall become the sole
and exclusive property of the Corporation. Executive shall disclose the same
promptly and completely to the Corporation and shall, during the period of his
employment hereunder and at any time and from time to time hereafter (I) execute
all documents requested by the Corporation for vesting in the Corporation the
entire right, title and interest in and to the same, (ii) execute all documents
requested by the Corporation for filing and prosecuting such applications for
patents, trademarks and/or copyrights as the Corporation, in its sole
discretion, may desire to prosecute, and (iii) give the Corporation all
assistance it reasonably requires, including the giving of testimony in any
action, suit or proceeding, in order to obtain, maintain and protect the
Corporation's rights therein and thereto.
11. The parties hereto acknowledge that Executive's services are unique and
that, in the event of a breach or a threatened breach by Executive of any of his
obligations under this Agreement, the Corporation will not have an adequate
remedy at law. Accordingly, the event of any such breach or threatened breach by
Executive, the Corporation shall be entitled to such equitable and injunctive
relief as may be available to restrain Executive and any person, firm,
corporation or entity participating in such breach or threatened breach from the
violation of the provisions hereof. Nothing herein shall be construed as
prohibiting the Corporation from pursuing any other remedies available at law or
in equity for such breach or threatened breach, including the recovery of
damages and immediate termination of the employment of Executive hereunder.
12. In the event that Executive is incapacitated or disabled from
performing his duties hereunder for a period of three consecutive months or for
an aggregate of 90 days in any consecutive six month period, the Corporation may
terminate this Agreement and Executive's employment hereunder. In the event of
Executive's death while employed hereunder, his employment shall terminate upon
the date of his death. In either such event, the Corporation shall have no
further liability to Executive hereunder except for compensation due Executive
in respect of the periods ending on or prior to the date of termination.
13. In the event of Executive's death during the term of his employment
hereunder, a death benefit shall be paid to such person or persons as he shall
designate from time to time by written instrument delivered to the Corporation.
Executive initially designates Xxxxxxx XX Xxxxx as the recipient of such death
benefit. Any subsequent designation received shall revoke all prior
designations. The death benefit shall be an amount equal to one-half of the
annual base salary being paid to Executive on the date of death, less the amount
of any life insurance proceeds payable upon Executive's death under any group
life insurance policy or policies maintained by the Corporation for the benefit
of employees of the Corporation. Any death benefit payable hereunder shall be
paid in a single lump sum payment not later than 120 days after the death of
Executive. In any such event, the Corporation shall also provide Executive's
spouse and children for a period of six months after the date of Executive's
death, at the Corporation's sole cost and expense, medical, major medical and
hospitalization insurance coverage identical or substantially equivalent to that
in effect at the date of Executive's death.
14. In addition to any other rights and remedies provided by law or in this
Agreement, the Corporation may terminate this Agreement upon 10 days' prior
written notice to Executive in the event that Executive shall act, whether with
respect to his employment or otherwise, in a manner that is in violation of the
laws of the United States of American or of any State or locality thereof, or
which, in the opinion of the Board of Directors of the Corporation, subjects the
Corporation to public opprobrium, disrespect, scandal or ridicule.
15. This Agreement constitutes the entire agreement of the parties hereto
and no amendment or modification hereof shall be valid or binding unless made in
writing and signed by the party against whom enforcement thereof is sought.
16. Any notice required, permitted or desired to be given pursuant to any
of the provisions of this Agreement shall be deemed to have been sufficiently
given or served for all purposes if delivered in person or by responsible
overnight carrier or sent by certified mail, return receipt requested, postage
and fees prepaid to the parties at their addresses set forth above. Either of
the parties hereto may at any time and from time to time change the address to
which notice shall be sent hereunder by notice to the other party given under
this Paragraph 16. The date of the giving of any notice by delivery in person or
by responsible overnight carrier shall be the date of its receipt, and by mail
shall be the date three days after the posting of the mail.
17. Neither this Agreement nor the right to receive any payments hereunder
may be assigned by Executive. This Agreement shall be binding upon Executive,
his heirs, executors and administrators and upon the Corporation, its successors
and assigns.
18. No course of dealing nor any delay on the part of the Corporation in
exercising any rights herunder shall operate as a waiver of any such rights. No
waiver of any default or breach of this Agreement shall be deemed a continuing
waiver or a waiver of any other breach or default.
19. This Agreement shall be governed, interpreted and construed in
accordance with the laws of the State of New York expect that body of law
relating to choice of law.
20. If any clause, paragraph, section or part of this Agreement shall be
held or declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way invalidate or affect any other clause, paragraph, section or part of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of this day and year first above written.
SIRCO INTERNATIONAL CORP.
BY: /s/Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxxx
Executive Vice President
/s/ Xxxx Xxxxx
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XXXX XXXXX
