Exhibit 10.22
BRODER BROS., CO.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is
effective as of May 12, 2009 between Broder Bros., Co., a
Michigan corporation (the “ Company ”), and
Christopher Blakeslee (“ Executive
”).
In consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment . The Company
shall employ Executive, and Executive hereby accepts employment
with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the date hereof and ending as
provided in paragraph 4 hereof (the “ Employment
Period ”).
2. Position and Duties
.
(a) During the Employment Period,
Executive shall serve as the Vice President of Sales of the Company
and shall have the normal duties, responsibilities, functions and
authority of the Vice President of Sales of the Company, subject to
the power and authority of the Company’s Board of Directors
(the “ Board ”) to expand or limit such duties,
responsibilities, functions and authority and to overrule actions
of officers of the Company. During the Employment Period, Executive
shall render such administrative, financial and other executive and
managerial services to the Company and its Subsidiaries which are
consistent with Executive’s position as the Board may from
time to time direct.
(b) Executive shall report to the
Chief Executive Officer of the Company (the “ CEO
”) and Executive shall devote his best efforts and his full
business time and attention (except for permitted vacation periods
and reasonable periods of illness or other incapacity) to the
business and affairs of the Company and its Subsidiaries. Executive
shall perform his duties, responsibilities and functions to the
Company and its Subsidiaries hereunder to the best of his abilities
in a diligent, trustworthy, professional and efficient manner and
shall comply with the Company’s and its Subsidiaries’
policies and procedures in all material respects. In performing his
duties and exercising his authority under the Agreement, Executive
shall exercise diligent efforts to support and implement the
business and strategic plans approved from time to time by the
Board and shall support and cooperate with the Company’s and
its Subsidiaries’ efforts to expand their businesses and
operate profitably and in conformity with the business and
strategic plans approved by the Board. So long as Executive is
employed by the Company, Executive shall not, without the prior
written consent of the Board, perform other services for
compensation.
(c) For purposes of this Agreement,
“ Subsidiaries ” shall mean any corporation or
other entity of which the securities or other ownership interests
having the voting power to elect a majority of the board of
directors or other governing body are, at the time of
determination, owned by the Company, directly or through one of
more Subsidiaries.
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3. Compensation and Benefits
.
(a) Throughout the Employment
Period, Executive’s base salary shall be $200,000 per annum
and shall be subject to the review by the Board on an annual basis
commencing January 1, 2009 (as adjusted from time to time, the
“ Base Salary ”), which salary shall be payable
by the Company in regular installments in accordance with the
Company’s general payroll practices (in effect from time to
time). In addition, during the Employment Period, Executive shall
be entitled to participate in all of the Company’s employee
benefit programs for which senior executive employees of the
Company and its Subsidiaries are generally eligible.
(b) During the Employment Period,
the Company shall reimburse Executive for all reasonable business
expenses incurred by him in the course of performing his duties and
responsibilities under this Agreement which are consistent with the
Company’s policies in effect from time to time with respect
to travel, entertainment and other business expenses, subject to
the Company’s requirements with respect to reporting and
documentation of such expenses.
(c) In addition to the Base Salary,
during each year during the Employment Period beginning with the
year ending December 31, 2009, Executive will participate in a
bonus plan to be approved by the Board, which plan will provide
Executive with an opportunity to earn an annual bonus of at least
40% of Base Salary in each such year (the “ Target
Bonus ”).
4. Term .
(a) The Employment Period
(i) shall terminate upon Executive’s resignation (with
or without Good Reason, as defined below), death or Disability and
(ii) may be terminated by the Company at any time for Cause
(as defined below) or without Cause. The date of the termination of
the Employment Period, regardless of the cause or circumstance of
such termination, shall be referred to herein as the “
Employment Period Termination Date ”.
(b) If the Employment Period is
terminated (1) by the Company without Cause (other than as a
result of Executive’s Disability) or (2) upon
Executive’s resignation with Good Reason, Executive shall be
entitled to: (i) his Base Salary through the Employment Period
Termination Date; (ii) payment for all accrued, but unused,
vacation days; (iii) payment of any annual bonus earned, but
not yet paid by the Company, with respect to a year ending prior to
such termination; (iv) a waiver of a portion of the costs of
COBRA continuation coverage for six (6) months from the
Employment Period Termination Date, which portion shall be equal to
the difference between the total amount of such COBRA costs less
the amount of the employee contribution toward such coverage for
which Executive would be responsible were he employed during such
period and, (v) an amount equal to six (6) months of
Executive’s then current Base Salary payable in equal
bi-weekly installments (and the second or third (as the case may
be) of each bi-weekly payment shall be paid no later than the last
day of each calendar month), in accordance with the Company’s
normal payroll practices (then in effect on the Employment Period
Termination Date), commencing on the Employment Period Termination
Date, in each case if and only if Executive has executed and
delivered to the Company a general release substantially in the
form attached hereto as Exhibit I and only so long as Executive has
not breached the provisions of paragraphs 5, 6 and 7 hereof. In
addition, if Executive’s employment
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ceases under the
circumstances described in clauses (1) or (2) of this
paragraph 4(b) after June 30 th of any of any calendar year,
Executive shall be entitled to a prorated portion (based on the
number of days elapsed in such year) of his Target Bonus for that
year.
(c) If the Employment Period is
terminated (1) by the Company for Cause or (2) by
Executive’s resignation without Good Reason, Executive shall
be entitled to receive (i) his Base Salary through the
Employment Period Termination Date, and (ii) payment for all
accrued, but unused, vacation days through the Employment Period
Termination Date, in accordance with normal Company
practices.
(d) If the Employment Period is
terminated due to Executive’s death or Disability, Executive
(or, if applicable, his estate or representative) shall be entitled
to: (i) his Base Salary through the Employment Period
Termination Date; (ii) payment for all accrued but unused
vacation days; (iii) payment of any annual bonus earned, but
not yet paid by the Company, with respect to a year ending prior to
such termination; and, (iv) all benefits payable with respect
to such death or Disability under the Company’s welfare
plans.
(e) Except as otherwise expressly
provided herein, Executive shall not be entitled to any other
salary, bonuses, employee benefits or compensation from the Company
or its Subsidiaries after the Employment Period Termination Date
and all of Executive’s rights to salary, bonuses, employee
benefits and other compensation hereunder which would have accrued
or become payable after the Employment Period Termination Date
(other than vested retirement benefits accrued on or prior to the
Employment Period Termination Date, welfare benefit claims incurred
prior to such termination or other amounts owing hereunder as of
the Employment Period Termination Date that have not yet been paid)
shall cease upon such termination, other than those expressly
required under applicable law (such as COBRA). Any period of COBRA
premium waiver applicable under Section 4(b)(iv) above shall
count against the COBRA coverage period described in
Section 29 U.S.C. §1162(2).
(f) The Company may offset any
amounts Executive owes it or its Subsidiaries against any amounts
it or its Subsidiaries owes Executive hereunder.
(g) For purposes of this Agreement,
“ Affiliate ” of any Person is any other Person
controlled by, controlling or under common control with such
Person. For purposes of this Agreement, “person” shall
mean an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision
thereof.
(h) For purposes of this Agreement,
“ Cause ” shall mean with respect to Executive
one or more of the following: (i) the commission of a felony
or other crime involving moral turpitude or the commission of any
crime involving misappropriation, embezzlement or fraud with
respect to the Company or any of its Subsidiaries or any of their
customers or suppliers, (ii) conduct causing the Company or
any of its Subsidiaries substantial public disgrace or disrepute,
(iii) repeated failure to perform duties as reasonably
directed by the CEO or the Board, which failure is not cured within
30 days after delivery of written notice from the Company
to
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Executive describing specifically the nature of
such failures and the action required to cure, (iv) any act or
omission intentionally aiding or abetting a competitor, supplier or
customer of the Company or any of its Subsidiaries to the material
disadvantage or detriment of the Company and its Subsidiaries,
(v) gross negligence, willful misconduct or a material breach
of fiduciary duty with respect to the Company or any of its
Subsidiaries, or (vi) any material breach by Executive of this
Agreement which is not cured to the Board’s reasonable
satisfaction within 15 days after written notice thereof to
Executive.
(i) Executive will be “
Disabled ” only if, as a result of his incapacity due
to physical or mental illness, Executive is considered disabled
under the Company’s long-term disability insurance
plans.
(j) For purposes of this Agreement,
“ Good Reason ” shall mean if Executive resigns
from employment with the Company and its Subsidiaries as a result
of one or more of the following reasons: (i) the Company
reduces the amount of the Base Salary (as in effect on the date
hereof and as the same may be increased from time to time) or
potential Target Bonus without Executive’s written consent,
other than a reduction in salary of no more than 10% of
Executive’s then current Base Salary done in connection with
salary reductions affecting all members of the Company’s
executive management team, (ii) the Company substantially
reduces Executive’s authority or responsibilities without
Executive’s written consent, (iii) the Company changes
Executive’s place of work to a location other than the
greater Philadelphia, Pennsylvania metropolitan area without
Executive’s prior consent, (iv) the Company assigns to
Executive duties inconsistent with his positions without
Executive’s written consent, or (v) any other material
breach by the Company (or its successors) of this Agreement, in
each case set forth above which is not cured to Executive’s
reasonable satisfaction within 15 days after written notice thereof
to the Company; provided that in each case written notice of
Executive’s resignation for Good Reason must be delivered to
the Company within 45 days after the occurrence of any such event
in order for Executive’s resignation with Good Reason to be
effective hereunder.
5. Confidential Information
.
(a) Executive acknowledges that the
continued success of the Company and its Subsidiaries and
Affiliates, depends upon the use and protection of a large body of
confidential and proprietary information. All of such confidential
and proprietary information now existing or to be developed in the
future will be referred to in this Agreement as “
Confidential Information .” Confidential Information
will be interpreted as broadly as possible to include all
information of any sort (whether merely remembered or embodied in a
tangible or intangible form) that is (i) related to the
Company’s or its Subsidiaries’ or Affiliates’
current or potential business and (ii) is not generally or
publicly known. Confidential Information includes, without specific
limitation, the information, observations and data obtained by him
during the course of his performance under this Agreement
concerning the business and affairs of the Company and its
Subsidiaries and Affiliates, information concerning acquisition
opportunities in or reasonably related to the Company’s or
its Subsidiaries’ or Affiliates’ business or industry
of which Executive becomes aware during the Employment Period, the
persons or entities that are current, former or prospective
suppliers or customers of any one or more of them during
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Executive’s course of performance under
this Agreement, as well as development, transition and
transformation plans, methodologies and methods of doing business,
strategic, marketing and expansion plans, including plans regarding
planned and potential sales, financial and business plans, employee
lists and telephone numbers, locations of sales representatives,
new and existing programs and services, prices and terms, customer
service, integration processes, requirements and costs of providing
service, support and equipment. Therefore, Executive agrees that he
shall not disclose to any unauthorized person or use for his own
account any of such Confidential Information without the
Board’s prior written consent, unless and to the extent that
any Confidential Information (i) becomes generally known to
and available for use by the public other than as a result of
Executive’s acts or omissions to act or (ii) is required
to be disclosed pursuant to any applicable law or court order.
Executive agrees to deliver to the Company at the end of the
Employment Period, or at any other time the Company may request in
writing, all memoranda, notes, plans, records, reports and other
documents (and copies thereof) relating to the business of the
Company or its Subsidiaries or Affiliates (including, without
limitation, all Confidential Information) that he may then possess
or have under his control.
(b) During the
