Exhibit 10.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 22, 2005, by and
between Iconix Brand Group, Inc., a Delaware corporation (the "Company"), and
Andrew Tarshis (the "Executive").
W I T N E S S E T H
WHEREAS, on the date hereof, the Company acquired
substantially all of the assets of Joe Boxer Company, LLC and certain of its
affiliates and desires to operate such business as the Joe Boxer division (the
"Division") of the Company; and
WHEREAS, the Executive possesses unique personal knowledge,
experience and expertise concerning the business and operations to be conducted
by the Company in the Division; and
WHEREAS, the Company desires to employ the Executive as (i)
Senior Vice President, Business Affairs and General Counsel of the Division and
(ii) Senior Vice President, Business Affairs and Associate Counsel of the
Company, and the Executive desires to be so employed by the Company, upon the
terms and subject to the conditions set forth in this Agreement
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree as follows:
1. Engagement of Executive; Duties. During the Term (as
hereinafter defined), the Executive shall have the titles of
(i) the Senior Vice President, Business Affairs and General
Counsel of the Division and (ii) the Senior Vice President,
Business Affairs and Associate Counsel of the Company, and
shall have such duties as may be from time to time delegated
to him by the Chief Executive Officer of the Division or the
Company. The Executive shall faithfully and diligently
discharge his duties hereunder and use his best efforts to
implement the policies established by the Company.
2. Time. The Executive shall devote substantially all of his
professional time to the business affairs of the Division and
the Company.
3. Term. The Executive's engagement shall commence effective July
22, 2005 and shall continue for two (2) years (the "Term")
unless otherwise terminated as provided herein. The Company
may terminate the Agreement for cause in the event that
Executive is convicted of a crime of moral turpitude or
dishonesty which conviction may reasonably be expected to have
an adverse impact on the Company, or for the willful and
continued refusal of Executive to follow the directives of the
Chief Executive Officer of the Company (provided that the
Company shall have provided Executive with written notice of
such willful and continued refusal and Executive has been
afforded a reasonable opportunity of at least thirty days to
cure the same). Executive may terminate this Agreement in the
event his title, reporting relationship or job
responsibilities are materially or adversely affected or in
the event that Executive is re-located to an office outside
the greater New York metropolitan area (which metropolitan
area shall not be deemed to include New Jersey). In the event
the Company elects to terminate this Agreement for any reason
other than for cause as specified herein or Executive
terminates for the reasons specified herein, Executive shall
be entitled to receive the greater of (i) his current salary
through the remainder of the Term, or (ii) 25% of his then
base salary. In the event that the Company shall fail to renew
this Agreement at the end of the Term upon terms no less
favorable to Executive as of the end of the Term, Executive
shall be entitled to receive, at the expiration of the Term, a
payment in an amount equal to 25% of his then base salary.
4. Compensation.
(a) Base Salary. Executive's base salary for the first year of the
Term will be at a rate of not less than $225,000 per annum and
Executive's base salary for the second year of the Term will
be at a rate of not less than $240,000 per annum, in each
case, paid in accordance with the Company's payroll practices
and policies then in effect.
(b) Bonus. Executive shall be entitled to participate in the
Company's executive bonus program then in effect. Executive
shall be eligible for an annual bonus of up to 100% of
Executive's salary, to be superceded by the maximum amount
available under the Company's executive bonus program and any
other bonus program generally applicable to senior executives
of the Company.
(c) Options. Executive shall be granted options on the date hereof
to purchase 110,000 shares of the Company's common stock with
an exercise price equal to the closing sales price of the
Company's common stock on the date of grant (the "Options").
50% of the Options shall vest on the date of grant and 50%
shall vest on December 31, 2005, provided that the Executive
is still employed by the Company on such date.
(d) Fringe Benefits. Executive shall receive the fringe benefits
given to other executive officers of the Company including,
but not limited to, major medical, dental, life insurance,
pension including any 401 (K) or other profit sharing plan.
Executive shall also be added as an insured under the
Company's officers and directors insurance and all other
polices which pertain to officers of the Company. The Company
shall pay for all expenses related to COBRA until such time as
Executive is fully covered under Company's plans. The Company
shall pay Executive a car allowance of $1,500 per month during
the Term of this Agreement.
(e) Reimbursement of Expenses. The Company shall pay to Executive
the reasonable expenses incurred by him in the performance of
his duties hereunder, including, without limitation, expenses
related to cell phones, blackberrys and laptop computers and
such other expenses incurred in connection with business
related travel or entertainment in accordance with the
Company's policy, or, if such expenses are paid directly by
the Executive, the Company shall promptly reimburse the
Executive for such payments, provided that the Executive (i)
properly accounts for such expenses in accordance with the
Company's policy and (ii) has received prior approval by the
Chief Executive Officer of the Company for major expenses.
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(f) Vacation. Executive shall be entitled to four weeks of paid
vacation per year. The Executive shall use his vacation in the
calendar year in which it is accrued.
5. Confidentiality. Executive shall not divulge to anyone, either
during or at any time after the Term, any information
constituting a trade secret or other confidential information
acquired by it concerning the Company, any subsidiary or other
affiliate of the Company, except in the performance of his
duties hereunder, including but not limited to its licensees,
revenues, business systems and processes ("Confidential
Information"). Executive acknowledges that any Confidential
Information is of great value to the Company, and upon the
termination of its engagement Executive shall redeliver to the
Company all Confidential Information and other related data in
his possession.
6. Change of Control. In the event that there comes a time during
the Term hereof that (x) Neil Cole is not either (i) employed
as an executive officer of the Company, or (ii) a member of
the Company's Board of Directors, or (y) a sale or merger of
the Division or the Company with a non-affiliate shall occur
and within 12 months of such event, Executive's employment
with the Company is terminated by the Company without cause or
Executive terminates this Agreement for the reasons specified
in paragraph 3 hereof, Executive shall be entitled to receive,
in addition to any other amounts otherwise payable hereunder,
an amount equal to his current compensation through the
remainder of the Term, but no less than one times Executive's
annualized compensation at the time of termination.
7. Miscellaneous.
(a) This Agreement shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance
with those laws. The Company and Executive unconditionally consent to
submit to the exclusive jurisdiction of the New York State Supreme Court,
County of New York or the United States District Court for Southern
District of New York for any actions, suits or proceedings arising out of
or relating to this Agreement and the transactions contemplated hereby (and
agree not to commence any action, suit or proceeding relating thereto
except in such courts), and further agree that service of any process,
summons, notice or document by registered mail to the address set forth
below shall be effective service of process for any action, suit or
proceeding brought against the Company or the Executive, as the case may
be, in any such court.
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(b) If not terminated in accordance with its terms, this Agreement
shall be binding upon, and inure to the benefit of, the
Parties, their heirs, legal representatives, successors and
permitted assigns.
(c) The invalidity or unenforceability of any provision hereof
shall not in any way affect the validity or enforceability of
any other provision. This Agreement reflects the entire
understanding between the Parties.
(d) This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to
the employment of the Executive by the Company and contains
all of the covenants and agreements between the parties with
respect to such employment in any manner whatsoever. Any
modification or termination of this Agreement will be
effective only if it is in writing signed by the party to be
charged.
(e) This Agreement may be executed by the parties in one or more
counterparts, each of which shall be deemed to be an original
but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more
counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.
8. Notices. All notices relating to this Agreement shall be in
writing and shall be either personally delivered, sent by
telecopy (receipt confirmed) or mailed by certified mail,
return receipt requested, to be delivered at such address as
is indicated below, or at such other address or to the
attention of such other person as the recipient has specified
by prior written notice to the sending party. Notice shall be
effective when so personally delivered, one business day after
being sent by telecopy or five days after being mailed.
To the Company:
Iconix Brand Group, Inc.
215 West 40th Street, 6th Floor
New York, New York 10008
Attention: Neil Cole, Chief Executive Officer
With a copy in the same manner to:
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Attention: Robert J. Mittman, Esq.
To the Executive:
Andrew Tarshis
185 Pinewood Road
Stamford, Connecticut 06903
With a copy in the same manner to:
Mayer, Brown, Rowe & Maw, LLP
1675 Broadway
New York, NY 10019
Attn: Nazim Zilkha, Esq.
-SIGNATURE PAGE FOLLOWS-
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the 22nd day of July, 2005.
Iconix Brand Group, Inc. Executive
By: /s/Neil Cole /s/Andrew Tarshis
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Neil Cole Andrew Tarshis
Chief Executive Officer