EMPLOYMENT AGREEMENT EXHIBIT 10.7
THIS EMPLOYMENT AGREEMENT (the "Agreement" is entered into as of
June 16, 1997, by and between THE ANTIGUA GROUP, INC., a Nevada corporation with
its principal place of business in Scottsdale, Arizona (the "Company"), and
JOSEPH M. BLANCHETTE, a resident of the State of Arizona ("Employee").
RECITALS
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A. Employee is currently Director of Management Information Systems of
the Company.
B. Employee is currently an at-will employee of the Company.
C. The Company manufactures and sells various types of apparel on a
national and international basis.
D. The Company and Employee desire to continue Employee's relationship
with the Company and to memorialize the terms of Employee's employment with the
Company.
AGREEMENT
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1. Employment. The Company hereby continues to employ Employee and
Employee hereby accepts such employment upon the terms and conditions set forth
herein. Employee shall continue to be employed by the Company in Scottsdale,
Arizona.
2. Duties of Employment. Employee shall continue to serve as Director
of Management Information Systems of the Company. In such capacity, Employee
shall continue to perform such duties and services as the Company's Board of
Directors may assign or delegate to him from time to time. As of the date
hereof, such duties shall include primary responsibility for the following
functions: management of MIS Department and personnel; developing annual MIS
plan and budget; coordinate the use of technology to reduce costs and provide
management reports; oversee and manage all programming and system development
activities; actively participate in specific application programming and
development projects; investigate the viability and application of new
technologies to support future business needs and growth; interface (as needed)
with customer information technology departments; develop and maintain
relationship with MIS vendors; and actively participate in day-to-day support of
MIS users. Employee shall report directly to the Company's Chief Executive
Officer.
3. Term. This Agreement shall commence upon the closing of the Stock
Purchase Agreement dated April 21, 1997 and shall continue in effect until
terminated as provided in Paragraph 5 hereof.
4. Compensation and Benefits. Employee will receive the following
compensation for his services during his term of employment hereunder:
(a) Salary. Employee shall receive a base salary of $81,120
per year, payable in accordance with the standard payroll policies of the
Company. Such salary shall be prorated for any partial year of employment by
Employee hereunder.
(b) Bonuses. Employee shall be eligible to participate in the
Company's Executive Incentive Compensation Program at a bonus level equal to 15%
of Employee's base salary. Such bonus shall be paid within sixty (60) days of
the end of the Company's fiscal year and shall be prorated for any partial year
of employment by Employee hereunder.
(c) Stock Options. Concurrently with the execution of this
Agreement, Employee has been granted an option to purchase up to 50,000 shares
of the Common Stock of the Company's parent, Southhampton Enterprises Corp.
("Parent"), pursuant to Parent's Executive and Employee Stock Option Plan (the
"Plan") at an exercise price per share equal to the market price of Parent's
Common Stock on the date hereof. The number and exercise price of such options
is subject to adjustment to reflect the reverse stock split of Parent Common
Stock to be effected after the date hereof. Such options are vested in full as
of the date hereof. Employee shall also participate in the Plan on a
going-forward basis.
(d) Medical Insurance. The Company will provide coverage for
Employee and his dependents (if any) during the term of his employment under the
Company's health insurance policy.
(e) Miscellaneous Benefits. Employee shall be entitled to
vacation, sick pay and reimbursement of business expenses incurred on behalf of
the Company on the same basis as other senior management of the Company.
Employee shall also be entitled to participate in the Company's 401(k) Plan to
the same extent as other senior management of the Company.
5. Termination. This Agreement may be terminated as follows:
(a) For any or no reason by either Employee or the Company
upon sixty (60) days' notice by the terminating party to the other party;
(b) By the Company immediately upon the death of Employee; or
(c) By the Company in the event Employee is unable to perform
his duties under this Agreement for a period of more than ninety (90)
consecutive days due to total or partial disability.
Any termination of Employee's employment will be effective upon the non-
terminating party's receipt of written notice of such termination, and such
termination shall be without prejudice to any other remedy to which the Company
may be entitled either at law, in equity or under this Agreement.
6. Severance. In the event the Company terminates this Agreement for
any reason or Employee terminates this agreement for "Good Reason" (as
hereinafter defined), then (a) Employee shall receive six month's salary paid
bi-monthly with the first payment due and payable two weeks after Employee's
last day of employment and (b) the Company shall vest any and all unvested stock
options on the date of such termination. In the event Employee terminates this
Agreement for other than "Good Reason", then (i) Employee shall be entitled to
no compensation past the last day of Employee's employment with the Company; and
(ii) all stock options of Employee which are not vested as of the date of such
termination shall automatically be null and void and of no further force or
effect.
"Good Reason" shall mean the occurrence of any of the following (i) the
Company's failure to re-appoint Employee to offices, titles or positions
carrying comparable authority, responsibilities, dignity and importance to that
of Employee's offices and positions as of the date hereof; or (ii) any material
change by the Company in Employee's functions, duties or responsibilities which
would cause Employee's positions with the Company to be of less dignity,
responsibility or importance than as in effect on the date hereof.
7. Confidentiality. Employee acknowledges that Employee has received
and contributed to the production of, Confidential Information, and that
Employee may continue to receive and contribute to the production of
Confidential Information in the future. For purposes of this Agreement, Employee
agrees that "Confidential Information" shall mean information or material
proprietary to the Company or designated as Confidential Information by the
Company and not generally known by non-Company personnel, which Employee
develops or to which Employee may obtain knowledge or access through or as a
result of Employee's relationship with the Company (including information
conceived, originated, discovered or developed in whole or in part by Employee).
Confidential Information includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced to
writing): discoveries, inventions, ideas, concepts, research, development,
processes, procedures, "know-how", formulae, marketing techniques and materials,
marketing and development plans, business plans, customer names and other
information related to customers, price lists, pricing policies, financial
information, employee compensation, and computer programs and systems.
Confidential Information also includes any information described above which
obtains from another party and which treats as proprietary or designates as
Confidential Information, whether or not owned by or developed by the
Company. Employee acknowledges that the Confidential Information derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use. Information publicly known
without breach of this Agreement that is generally employed by the trade at or
after the time Employee first learns of such information, or generic information
or knowledge which Employee would have learned in the course of similar
employment or work elsewhere in the trade, shall not be deemed part of the
Confidential Information. Employee further agrees:
7.1 To furnish the Company on demand, at any time during or
after employment, a complete list of the names and addresses known to employee
of all present, former and potential customers and other contacts gained while
an employee of the Company, whether or not in the possession or within the
knowledge of the Company.
7.2 That all notes, memoranda, documentation and records in
any way incorporating or reflecting any Confidential Information shall belong
exclusively to the Company and Employee agrees to turn over all copies of such
materials in Employee's control to the Company upon request or upon termination
of Employee's employment with the Company.
7.3 That while employed by the Company and thereafter Employee
will hold in confidence and not directly or indirectly reveal, report, publish,
disclose or transfer any of the Confidential Information to any person or
entity, or utilize any of the Confidential Information for any purpose, except
in the course of Employee's work for the Company.
7.4 That any ideas in whole or in part conceived or made by
Employee during the term of this employment or relationship with the Company
which are made through the use of any of the Confidential Information of the
Company or any of the Company's equipment, facilities, trade secrets or time, or
which result from any work performed by Employee for the Company, shall belong
exclusively to the Company and shall be deemed a part of the Confidential
Information for purposes of this Agreement. Employee hereby assigns and agrees
to assign to the Company all rights in and to such Confidential Information
whether for purposes of obtaining patent or copyright protection or otherwise.
Employee shall acknowledge and deliver to the Company, without charge to the
Company (but at its expense) such
written instruments and do such other acts, including giving testimony in
support of Employee's authorship or inventorship, as the case may be, necessary
in the opinion of the Company to obtain patents or copyrights or to otherwise
protect or vest in the Company the entire right and title in and to the
Confidential Information.
8. Non-Competition During Employment. Employee agrees that during the
term of Employee's employment with the Company, Employee will devote all of
Employee's business time and effort to and give undivided loyalty to the
Company, and will not engage in any way whatsoever, directly or indirectly, in
any business that is competitive with the Company or solicit, or in any other
manner work for or assist any business which is competitive with the Company.
During the term of Employee's employment by the Company, Employee will undertake
no planning for or organization of any business activity competitive with the
Company, and Employee will not combine or conspire with any other employee of
the Company or any other person for the purpose of organizing any such
competitive business activity.
9. Non-Competition After Employment. The Company and Employee
acknowledge that Employee will acquire much knowledge and information concerning
the business of the Company as the result of Employee's employment. Competition
by Employee in that business after this Agreement is terminated would severely
injure the Company. Accordingly, until one year after this Agreement is
terminated or Employee leaves the employment with the Company for any reason
whatsoever, Employee will not:
9.1 Within any jurisdiction or marketing area in which the
Company is doing business or is qualified to do business, directly or indirectly
own, manage, operate, control, be employed by or participate in the ownership,
management, operation or control of, or be connected in any manner with, any
business of the type and character engaged and competitive with that conducted
by the Company. For purposes of interpreting the preceding sentence, the parties
acknowledge that while the Company currently competes in the apparel industry,
this provision should not prohibit Employee from participating in the entire
apparel industry, but only those segments of the apparel industry which compete
with the Company's products and services. For these purposes, ownership of
securities of not in excess of 5% of the stock of a company that is publicly
traded on a national securities exchange or is quoted on an automated
quotation system of a national securities association and is part of a national
market system shall not be considered to be competition with the Company or any
of its affiliates.
9.2 Persuade or attempt to persuade any potential customer or
client to which the Company or any of its affiliates has made a proposal or
sale, or with which the Company or any of its affiliates has been having
discussions, not to transact business with the Company or such affiliate, or
instead to transact business with another person or organization.
9.3 Solicit the business of any company which is a customer or
client of the Company or any of its affiliates at any time during Employee's
employment by the Company, or was its customer or client within two years prior
to the date of this Agreement; provided, however, if Employee becomes employed
by or represents a business that exclusively sells products that are wholly
dissimilar from products then marketed or intended to be marketed by the
Company, such contact shall be permissible;
9.4 Solicit, endeavor to entice away from the Company or any
of its affiliates, or otherwise interfere with the relationship of the Company
or any of its affiliates with, any person who is employed by or otherwise
engaged to perform services for the Company or any of its affiliates, whether
for Employee's account or for the account of any other person or organization.
10. Injunctive Relief. Employee agrees that it would be difficult to
measure the damage to the Company from any breach by Employee of the covenants
set forth herein, that injury to the Company from any such breach would be
impossible to calculate, and that money damages would therefore be an inadequate
remedy for any such breach. Accordingly, Employee agrees that if Employee should
breach Paragraphs 7, 8 or 9 of this Agreement, the Company shall be entitled, in
addition to and without limitation of all other remedies it may have, to
injunctions or other appropriate orders to restrain any such breach without
showing or proving any actual damage to the Company. This Paragraph shall
survive termination of Employee's employment.
11. Governing Law. This Agreement shall be interpreted and construed
under the laws of the State of Arizona, which laws shall prevail in the event of
any conflict of law. This Agreement and the obligations hereunder are made and
performable in Maricopa County,
Arizona, which shall be the exclusive venue for any litigation hereunder.
12. Modification of Contract. No waiver or modification of this
Agreement shall be valid unless it is in writing and duly executed by both
parties.
13. Judicial Modification of Agreement. If the period of time or the
area specified in Paragraphs 7, 8 or 9 herein should be adjudged unreasonable in
any proceeding, then the period of time shall be reduced by such number of
months or the area shall be reduced by the elimination of such portion thereof
or both so that such restrictions may be enforced in such area and for such time
and is adjudged to be reasonable. If Employee violates any of the restrictions
contained in Paragraphs 7, 8 or 9 of this Agreement, then the restrictive period
contained in Paragraph 9 shall not run in favor of Employee from the time of the
commencement of any such violation until such time as such violation shall be
cured by Employee to the satisfaction of the Company.
14. Notices. Any notice to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery or by
mail, registered or certified, postage prepaid with return receipt requested.
Notices shall be addressed to the parties at the following addresses and shall
be effective upon receipt:
If to the Company: The Antigua Group, Inc.
9319 N. 94th Way
Scottsdale, Arizona 85258
Attention: Chief Executive Officer
If to Employee: Mr. Joseph M. Blanchette
c/o The Antigua Group, Inc.
9319 N. 94th Way
Scottsdale, Arizona 85258
15. Entire Agreement. This Agreement contains the complete agreement
concerning the employment arrangement between the Company and Employee. This
Agreement supersedes any previous agreements or understandings between the
parties.
16. Attorneys' Fees. In the event of a dispute or litigation arising
hereunder, the successful party in such dispute or litigation shall be entitled
to recover its costs and reasonable attorneys' fees from the other parties to
such dispute or litigation.
DATED on June 16, 1997.
THE ANTIGUA GROUP, INC.
By /s/ L. Steven Haynes /s/ Joseph M. Blanchette
L. Steven Haynes Joseph M. Blanchette
Its Chief Executive Officer
COMPANY EMPLOYEE