EXHIBIT 10.03
EMPLOYMENT AGREEMENT made and entered into as of the ___ day of October,
1996 by and between Decor Group, Inc., a Delaware corporation with an office
for the transaction of business in New York located at 320 Washington Street,
Mount Vernon, New York 11053 ("Employer"), and Donald Feldman residing at
2112 E. Westmoreland Dr., Brae, California 92621 ("Employer").
WHEREAS, Employee has extensive executive experience in the sales and
marketing of various products; and
WHEREAS, Employer is in the business of manufacturing and marketing metal
wall, table and freestanding sculptures; and
WHEREAS, the parties wish to enter into an agreement for the employment
of the Employee by the Employer on the terms and conditions specified below;
Now, therefore, it is mutually agreed as follows:
1. Employment. Employer hereby employs Employees as President of the
Company.
2. Compensation. Employee will be paid as salary for his services
hereunder from the Employer, in any capacity during the term hereof including
without limitation services as an executive, officer, director or member of any
committee of the Employer or any subsidiary, affiliate or division hereof, at
the annual rate of $117,500.
In addition, Employer will pay employee as a bonus, two percent of the
sum, if any, by which Employer's net sales for each fiscal year of this
agreement after the fiscal year ending June 30, 1997 (the "base year"), shall
exceed the base year's sales, excluding catalog sales. Bonuses on net sales of
acquired businesses or entities will be payable on increases in net
sales of the acquired company over the period consisting of the first six (6)
months after acquisition, annualized, nearest to the end of Employer's fiscal
year after the acquisition. Employee will be paid a bonus on catalog sales in
the amount of one-half of one percent of the sum, if any, by which such net
sales shall exceed the base year's sales. For increases in net sales of more
than $10,000,000 the bonus will be in the amount of one-quarter of one percent.
No bonus will be payable on annual net sales of more than $20,000,000 until the
rate will be negotiated and agreed to.
Bonuses shall be payable in six (6) equal monthly installments commencing
the month in which Employer's accountants shall certify its financial
statements for the appropriate fiscal years.
Employee will be granted the option to purchase 10,000 shares of
Employer's common stock for every full year of employment under this agreement,
at a price of $2.50 per share, on the terms and conditions of Employer's
existing employee stock option plan. Employee acknowledges that the stock may
be sold by him subject only to the applicable securities laws and rules and
regulations of the Securities Exchange Commission and other authorities, and
that on exercise of the option he may be required to sign appropriate
investment representations.
3. Term. The term of this agreement shall be for three (3) years from the
closing date of the Company's initial public offering ("IPO"). In the event
that the Employer shall decide to terminate this agreement at any time after
the first year, it will have the right to do so upon the continuation of
payment of eighty percent (80%) of Employee's salary. Employee will thereupon
be obligated to seek other employment, and the amounts payable by Employer will
be
reduced by Employee's other income.
4. Duties. Employee will devote all of his working time and
attention to Employer's business and to the performance of his duties
which will include the following:
(a) Development of additional sales and new marketing strategies
for Employer.
(b) Assist in marketing and merchandising of Employer's products.
(c) Create a national sales market for Employer's wall sculpture
business.
(d) Arrange for direct importation of products to be sold by
Employer.
(e) Develop a new direct line for national distribution.
(f) Supervise national sales representative organizations utilized
and to be utilized.
(g) Assist in identifying potential acquisitions.
(h) Utilize his best efforts with respect to sales, marketing and
merchandising.
5. Reimbursement. Employer shall reimburse Employee for all
authorized reasonable and necessary expenses incurred by him in
performing his duties for the Employer, including without limitation
travel and entertainment expenses within approved budgetary amounts.
Such expenses will include up to $400 a month for use of an automobile,
$2,500 toward the down payment of a lease, and up to $200 a month
towards insurance, maintenance and license fees, all in connection with
the performance of his services hereunder. If the Employee is discharged
prior to the conclusion of the Employee's lease of an automobile,
Employer at its option will continue the lease payments on the
automobile or will pay the termination fee under the lease, and will
assume or reimburse the Employee for any of his lease obligations. The
price of the automobile will not exceed $40,000.
Employee will relocate his home in the event that he and Employer
should agree that he will do so. The Employer will pay or reimburse Employee
for the cost of movers and of rental of a temporary residence for a reasonable
period of time, in amounts to be agreed to by Employer and Employee before they
are committed to or expended.
6. Insurance. Employer will reimburse Employee for his Cobra payments for
his and his family's existing health insurance through his former employer,
except to the extent that Employee heretofore contributed to the cost of such
insurance. Employer will reimburse Employee for the cost of his current
disability insurance under Cobra. After the expiration of the Cobra period,
Employer will obtain for Employee and his family a health insurance plan
comparable to that furnished other senior executive employees, and a disability
insurance policy in the amount of two thirds of employees intial salary provided
that the annual payments for the disability insurance will not exceed $4,200. In
addition, Employer will reimburse employee for the cost of $25,000 of the
Employee's existing term life insurance.
7. Vacation. Employee shall be entitled to paid vacations which are
appropriate for persons or his status, annually, to be taken by him at such
times an shall be appropriate in light of his Position and which will not
interfere with the performance of his duties.
8. Confidentiality. Employee will not disclose to third parties any
information or documents which are confidential and proprietary to Employer
except in furtherance of the Employer's business. In addition, during the term
of this agreement Employee will not own any stock or have any other direct or
indirect ownership or other interest in any business which compete or will be
competitive with Employer.
9. Modification. This agreement contains the entire understanding of the
parties
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hereto with respect to the subject matter herein contained, and no
amendment or modification or termination thereof shall be valid unless
expressed in a written instrument signed by the party or parties to be
charged.
10. Successors and assigns. This agreement shall not be assignable by
the Employee but it is binding upon and shall inure to the benefit of
the parties hereto and Employee's heirs and personal representative and
binding upon and to the benefit of Employer's successors and assigns.
11. Applicable Law. This agreement shall be governed by the law of the
State of New York. If any provision of this will be determined to be
unenforceable, it will not effect the enforceability of the agreement's
other terms and provisions. The State Courts of the State of New York
will have exclusive jurisdiction in the event of litigation between
Employer and Employee, who waive their right to a jury trial.
Decor Group, Inc.
By:__________________
Name:
Title:
__________________
Donald Feldman