EXHIBIT 10.2
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EXECUTION VERSION
EMPLOYMENT AGREEMENT
This
Employment Agreement is made and entered into as of March 11, 2008,
by
and between Signature Eyewear, Inc., a California corporation (the
"Company"),
and Jill Gardner ("Employee"), with reference to the following
facts:
A.
Employee is currently employed by the Company.
B.
The Company and Employee desire to memorialize the terms and
conditions
of Employee's employment.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter
set
forth, the parties hereto agree as follows:
1. ENGAGEMENT
AND RESPONSIBILITIES
1.1
Upon the terms and subject to the conditions set forth in this
Agreement, and commencing as of the Effective Date, the Company
hereby engages
and employs Employee as an officer of the Company, with the title
"Senior Vice
President." Employee hereby accepts such engagement and employment
pursuant to
the terms hereof. Employee shall report to the Chief Executive
Officer of the
Company.
1.2
Employee's duties and responsibilities shall be those incident to
the
position set forth in Section 1.1 as set forth in the Bylaws of the
Company and
those which are normally and customarily vested in such officers of
a
corporation. In addition, Employee's duties shall include those
duties and
services for the Company and its affiliates as the Board or Chief
Executive
Officer of the Company, shall, in its, their, or his sole and
absolute
discretion, from time to time reasonably direct which are not
inconsistent with
Employee's positions described in Section 1.1.
1.3
Employee agrees to devote all of Employee's business time, energy
and
efforts to the business of the Company and will use Employee's best
efforts and
abilities faithfully and diligently to promote the Company's
business interests.
For so long as Employee is employed by the Company, Employee shall
not, directly
or indirectly, either as an employee, employer, consultant, agent,
investor,
principal, partner, stockholder (except as the holder of less than
5% of the
issued and outstanding stock of a publicly held corporation),
corporate officer
or director, or in any other individual or representative capacity,
engage or
participate in any business that is in competition in any manner
whatsoever with
the business of the Company, as such businesses are now or
hereafter conducted.
Subject to the foregoing prohibition and provided such services or
investments
do not violate any applicable law, regulation or order, or
interfere in any way
with the faithful and diligent performance by Employee of the
services to the
Company otherwise required or contemplated by this Agreement, the
Company
expressly acknowledges that Employee may:
1.3.1 make and manage personal business investments of
Employee's
choice without consulting the Board;
1.3.2 serve in any capacity with any non-profit civic, educational
or
charitable organization; and/or
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1.3.3 serve on the board of directors of any corporation that does
not
compete in any manner whatsoever with the business of the Company,
as such
businesses are now or hereafter conducted.
1.4
Covenants of Employee
1.4.1 Best Efforts. Employee shall report directly to the Chief
Executive Officer and shall devote her best efforts to the business
and affairs
of the Company. Employee shall perform her duties, responsibilities
and
functions to the Company hereunder to the best of her abilities in
a diligent,
trustworthy, professional and efficient manner.
1.4.2 Records and Reports. Employee shall use her best efforts
and
skills to truthfully, accurately, and promptly make, maintain, and
preserve all
records and reports that the Company may, from time to time,
request or require,
fully account for all money, records, equipment, materials, or
other property
belonging to the Company of which he may have custody, and promptly
pay and
deliver the same whenever he may be directed to do so by the
Board.
1.4.3 Rules and Regulations. Employee shall obey all rules,
regulations (and special instructions of the Board, if any) and all
other rules,
regulations, guides, handbooks, procedures, policies and special
instructions
applicable to the Company and its business in connection with her
duties
hereunder and shall endeavor to improve her ability and knowledge
of the
Company's business in an effort to increase the value of her
services for the
mutual benefit of the Company and Employee.
1.4.4 Expertise. Employee shall make available to the Company any
and
all information of which he has knowledge that is relevant to the
Company's
business and shall make all suggestions and recommendations that he
believes
will be of benefit to the Company.
1.4.5 Opportunities. Employee shall make all business opportunities
of
which he becomes aware that are relevant to the Company's business
available to
the Company, and to no other person or entity or to himself
individually.
1.4.6 Compliance. Employee shall use her best efforts and skills
to
cause the Company to comply with all of its contractual obligations
and
commitments, as well as all applicable laws, rules and
regulations.
2.
DEFINITIONS
For
purposes of this Agreement, the following capitalized terms shall
have
the meanings set forth below:
2.1
"401(k) Account" shall mean the account established to receive
contributions to the 401(k) Plan for Employee's benefit.
2.2
"401(k) Maximum Employee Contribution" shall mean the maximum
amount of
salary-deferral contributions to Employee's 401(k) Account
permitted by the Code
and the rules and regulations promulgated thereunder.
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2.3
"401(k) Plan" shall mean the qualified benefit plan established by
the
Company pursuant to Section 401(k) of the Code.
2.4
"Board" shall mean the Board of Directors of the Company or the
Compensation Committee or other committee of the Board if and to
the extent the
Board of Directors delegates some or all of its duties or powers
with respect to
compensation or other matters relevant to Employee in Employee's
capacity as
employee of the Company.
2.5
"Code" shall mean the United States Internal Revenue Code of 1986,
as
amended.
2.6
"Effective Date" shall mean the date of this Agreement as first
set
forth above.
2.7
"For Cause" shall mean, in the context of a basis for termination
of
Employee's employment with the Company, that:
2.7.1 Employee breaches any obligation, duty or agreement under
this
Agreement, which breach is not cured or corrected within 30 days of
written
notice thereof from the Company (except for breaches of Sections
1.3, 6 and 7 of
this Agreement, which cannot be cured and for which the Company
need not give
any opportunity to cure); or
2.7.2 Employee is grossly negligent in the performance of services
to
the Company, or commits any act of personal dishonesty, fraud,
breach of
fiduciary duty or trust that, in the reasonable judgment of the
Board or the
Chief Executive Officer, renders Employee unsuitable for her
position; or
2.7.3 Employee is convicted of, or pleads guilty or nolo
contendere
with respect to, theft, fraud, a crime involving moral turpitude,
or a felony
under federal or applicable state law; or
2.7.4 Employee violates the Company's (a) workplace violence policy
or
(b) policies on substance abuse; or
2.7.5 Employee is found liable in any Securities and Exchange
Commission or other civil or criminal securities law action; or
2.7.6 Employee commits any act of personal conduct that, in the
reasonable opinion of the Board or the Chief Executive Officer,
gives rise to a
material risk of liability under federal or applicable state law
for
discrimination or sexual or other forms of harassment or other
similar
liabilities to subordinate employees.
2.8
"Good Reason" shall mean, in the context of a basis for
Employee's
terminating Employee's employment with the Company, the occurrence
of any of the
following events or changes in circumstances:
2.8.1 The assignment of any duties to Employee reflecting an
adverse
change in Employee's position, duties, responsibilities or status
as an
executive officer of the Company; or
2.8.2 Any reduction in Employee's compensation or the benefits
provided for herein without Employee's prior written consent, other
than a
reduction in benefits that results
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from a change in an employee benefit plan, which change is
generally applicable
to all beneficiaries of that plan; or
2.8.3 Any assignment of Employee to any office or location of
the
Company outside the Los Angeles metropolitan area for a period or
series of
periods exceeding three months in any twelve-month period;
provided, however,
notwithstanding this subparagraph 2.8.3, Employee understands that
temporary
assignments and ordinary business travel consistent with Employee's
duties and
responsibilities shall not constitute "Good Reason" as a basis for
Employee's
termination of this Agreement; or
2.8.4 The failure of the Company to provide any of the compensation
or
benefits provided for herein, or the material breach by the Company
of any of
their covenants herein; or
2.8.5 Unlawful discrimination or other unlawful acts committed
against
Employee on the basis of age, race, national origin, religion, sex,
sexual
orientation, medical condition, or disability, or retaliation
against Employee
for any attempt to address or remedy the same or any violation of a
public
policy.
2.9
"Person" shall mean an individual or a partnership, corporation,
trust,
association, limited liability company, governmental authority or
other entity.
2.10
"Without Cause" shall mean any reason that the Company
terminates
Employee's employment other than death, Disability or For
Cause.
3. COMPENSATION
AND BENEFITS
3.1
Salary. The Company shall pay to Employee a salary in installments
in
the same manner and at the same times the Company pays salaries to
other senior
officers of the Company, but in no event less frequently than twice
per month.
Employee's initial salary shall be at the annual rate of $110,000
and shall
thereafter increase on April 15 of each year, starting on April 15,
2009, by no
less than 5% per year, the exact amount of such increase to be
determined in the
Company's sole and absolute discretion.
3.2
Discretionary Bonus. The Board may, in its sole and absolute
discretion, from time to time determine to award Employee a bonus
payment, which
such bonus shall be in an amount and form determined by the
Board.
3.3
Automobile. For so long as Employee is employed by the Company
pursuant
to this Agreement, the Company shall provide to Employee an
automobile allowance
or use of an automobile in an amount or type as the Company
determines from time
to time.
3.4
Expense Reimbursement. Employee shall be entitled to reimbursement
from
the Company for the reasonable costs and expenses that Employee
incurs in
connection with the performance of Employee's duties and
obligations under this
Agreement in a manner consistent with the Company's practices and
policies
therefor.
3.5
401(k) Contributions
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3.5.1 For so long as Employee is employed by the Company pursuant
to
this Agreement and subject to the limitations set forth below, each
pay period
the Company shall make (not as a deduction from Employee's base
salary under
Section 3.1) a contribution to Employee's 401(k) Account in an
amount equal to a
prorated portion of the amount of the Company's contribution to
Employee's
401(k) Account for that calendar year ("Calendar Year
Contribution"). The
Calendar Year Contribution shall be an amount equal to a certain
percentage of
the 401(k) Maximum Employee Contribution in effect at the beginning
of the
calendar year, such percentage being the percentage determined
according to the
calendar year or, if applicable pursuant to the table below, the
age of
Employee, as set forth on the following schedule:
ANNUAL CONTRIBUTION
(% OF 401(K) MAXIMUM
CALENDAR YEAR
EMPLOYEE CONTRIBUTION)
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2008
(unless Employee is or becomes age
40%
56
or older in 2008)
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2009
and thereafter (unless Employee is or
50%
becomes age 56 or older in 2009)
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Any
calendar year of employment in which
60%
Employee becomes age 56 or age 57
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Any
calendar year of employment in which
70%
Employee becomes age 58 or 59
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Any
calendar year of employment in which
100%
Employee becomes age 60 and each year
thereafter
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Provided, however, that the maximum amount the Company will
contribute during
any calendar year shall be th
