|
Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT, effective January 1, 2005, by
and between SPORT-HALEY, INC., a Colorado corporation (the
"Company") and MARK MALEY (the "Executive").
WHEREAS, the Executive and the Company entered into an Executive
Employment Agreement effective January 1, 2004 and the Executive
and the Company wish to enter into a new agreement, which agreement
shall supersede and replace the Agreement effective January 1,
2004;
WHEREAS, the Company desires to employ the Executive on a
full-time basis, and the Executive desires to be so employed by the
Company, from and after the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties agree as follows:
ARTICLE I
EMPLOYMENT DUTIES AND BENEFITS
Section 1.1 Employment . The Company
hereby employs the Executive in the position described on Schedule
1 hereto as an executive officer of the Company. The Executive
accepts such employment and agrees to perform the duties and
responsibilities assigned to him pursuant to this Agreement.
As of the effective date of this Agreement, the terms and
provisions of this Agreement shall replace and supersede in all
respects the Executive Employment Agreement entered into by the
Company and Executive effective January 1, 2004.
Section 1.2 Duties and
Responsibilities . The Executive shall hold the position with
the Company which is specified on Schedule 1, which is attached
hereto and incorporated herein by reference. The Executive is
employed pursuant to the terms of this Agreement and agrees to
devote full-time to the business of the Company. The Executive
shall perform the duties set forth on Schedule 1 while employed as
an executive officer, and such further duties as may be determined
and assigned to him from time-to-time by the Chief Executive
Officer or the Board of Directors of the Company.
Section 1.3 Working Facilities . The
Executive shall be furnished with facilities and services suitable
to the position and adequate for the performance of the
Executive’s duties under this Agreement.
Section 1.4 Vacations . The
Executive shall be entitled each year to a reasonable vacation of
not less than two weeks in accordance with the established
practices of the Company now or hereafter in effect for executive
personnel, during which time the Executive’s compensation
shall be paid in full.
1
Section 1.5 Expenses . The Executive
is authorized to incur reasonable expenses for promoting the
domestic and international business of the Company in all respects,
including expenses for entertainment, travel and similar items,
provided that such expenses do not exceed the budgets established
by the Company for such items. The Company will reimburse the
Executive for all such expenses upon the presentation by the
Executive, from time-to-time, of an itemized account of such
expenditures.
Section 1.6 Relocation Expenses .
Except as set forth in this Section 1.6, until the Executive
completes his relocation to Denver, Colorado, on or before May 31,
2005 the Company shall pay to the Executive (i) all expenses
incurred by the Executive for temporary living quarters while the
Executive is relocating to Denver, Colorado, (ii) all moving and
storage expenses for household goods in connection with the
Executive’s relocation, (iii) all travel expenses of
the Executive and his spouse for up to six separate round trips
related to the Executive’s search for a residence in the
Denver, Colorado area, and (iv) all expenses incurred by Executive
in the sale of Executive’s residence in Houston, Texas,
including the real estate commission paid by Executive. The
Executive shall present to the Company an itemized account of such
expenditures, and repayment of such expenses by the Company shall
be amortized throughout the effective term of this Agreement. In
the event the Executive terminates his employment without cause
pursuant to Section 3.5 hereof, the non-amortized portion of such
expenses shall be reimbursed to the Company by the Executive.
Section 1.7 Benefit Plans . From the
effective date of this Agreement, the Executive shall be entitled
to participate in all existing benefit plans provided to the
Company’s executive employees including, to the extent now or
hereafter in effect, medical, health, dental, vision, disability,
life insurance and death benefit plans, in accordance with the
terms of such plans.
ARTICLE II
COMPENSATION
Section 2.1 Base Salary . The
Company shall pay to the Executive a base salary of not less than
the amount specified on Schedule 1, subject to annual review and
raises in such base salary. The base salary may be raised by
action of the Board of Directors, and such raises shall thereafter
be included in the Executive’s base salary as defined for
purposes of this Agreement and the Company’s bonus plan.
Section 2.2 Bonus and Bonus Plan
Participation . The Executive shall be entitled to receive a
bonus at such time or times as may be determined by the Board of
Directors and Compensation Committee of the Company. The Executive
shall also be entitled to receive bonuses of up to 40% of the
Executive’s base
2
salary in accordance with the provisions of the Company-wide
bonus plan as in effect from time to time, at the discretion and
approval of the Compensation Committee.
ARTICLE III
TERM OF EMPLOYMENT AND TERMINATION
Section 3.1 Term . This Agreement
shall be for a term which is specified on Schedule 1, commencing on
its effective date, subject, however, to termination during such
period as provided in this Article. Provided that the Executive is
in compliance with all of his obligations hereunder, the term of
the Executive’s employment shall be extended automatically
for one additional year at the end of each year of the term or
extended term of this Agreement on the same terms and conditions as
contained in this Agreement, unless either the Company or the
Executive shall, at least 90 days prior to the expiration of the
initial term or of any renewal term, give written notice of the
intention not to renew this Agreement. If the Company gives such
written notice of non-renewal, the provisions of Section 3.3 shall
apply; if the Executive gives such written notice of non-renewal,
the provisions of Section 3.5 shall apply. Automatic renewals shall
be effective in subsequent years on the same day of the same month
as the original effective day and month of this Agreement.
Section 3.2 Termination by the Company
With Cause . The Company may terminate the Executive, at any
time, upon ten days’ written notice and opportunity for
Executive to remedy any non-compliance with the terms of this
Agreement (if such non-compliance is capable of being remedied; if
not, the Company’s notice of termination shall be effective
immediately), for Cause. In such event, the Board of Directors
shall provide in writing to the Executive an opinion of the Board
of Directors, signed by each member voting in favor of termination
of the Executive, which shall specify with particularity the basis
for such termination. Upon the date of such termination, the
Company’s obligation to pay compensation and benefits shall
terminate, at which time the Company shall be responsible for
compensating the Executive for any vacation time not taken. Subject
to this exception and the obligation of the Company to compensate
the Executive through the notice period, no other compensation
shall be payable to the Executive should this Agreement be
terminated pursuant to this Section 3.2.
As used herein, the term "Cause" shall be limited to any of the
following from and after the date hereof: (i) any willful breach of
any material written policy of the Company that results in material
and demonstrable liability or loss to the Company; (ii) the
engaging by Executive in conduct involving moral turpitude that
causes material and demonstrable injury, monetarily or otherwise,
to the Company, including, but not limited to, misappropriation or
conversion of assets of the Company (other than
3
immaterial assets); (iii) conviction of or entry of a plea of
nolo contendere to a felony; or (iv) a material breach of this
Agreement by engaging in action in violation of the restrictive
covenants in this Agreement. No act or failure to act by the
Executive shall be deemed "willful" if done, or omitted to be done,
by him in good faith and with the reasonable belief that his action
or omission was in the best interests of the Company.
Section 3.3 Termination by the Company
Without Cause . The Company may terminate the Executive’s
services without cause at any time upon 90 days’ written
notice. In such event, in addition to compensating the
Executive during such 90-day notice period, the Company shall be
obligated to compensate the Executive with severance pay equal to
twelve additional months’ compensation as of the date of such
termination. Accordingly, in the event the Company terminates this
Agreement without cause or chooses not to renew this Agreement upon
its expiration, the Executive shall receive an aggregate of fifteen
months’ salary from and after the date of the
Executive’s receipt of a notice of termination through and
including the date of termination. In addition to the foregoing,
the Executive shall receive a bonus which shall be equivalent to
50% of the annual bonus last received by the Executive, if any.
Such bonus provision shall be in addition to the compensation and
severance package hereinabove specified.
Section 3.4 Termination by the Executive
With Cause . The Executive may terminate his employment with
the Company at any time, upon ten days’ written notice and
opportunity for the Company to remedy any non-compliance, by reason
of (i) the Company’s material failure to perform its duties
pursuant to this Agreement, or (ii) any material diminishment in
the duties and responsibilities, working facilities, or benefits as
described in Article I of this Agreement. The Executive shall not
be entitled to the severance compensation and other benefits
described in Section 3.7 below in the event of termination of this
Agreement pursuant to this Section 3.4, except as otherwise
provided in Section 3.7(a), but shall be entitled to the
compensation provided in Section 3.3 upon a determination
| 
