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EXHIBIT 10.31
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is
made
and entered into as of the 20th day of
April, 2004 (the "Effective Date") by and
between NANCI FREEMAN, a resident of the
State of California ("Employee"), and
Crown Crafts, Inc., a Delaware corporation
("Employer").
WITNESSETH:
WHEREAS,
Employer and Employee have entered into that certain Employment
Agreement dated as of July 23, 2001 (the
"Original Agreement"); and
WHEREAS,
Employer and Employee wish to amend and restate the Original
Agreement in its entirety in the manner
hereinafter set forth;
NOW,
THEREFORE, in consideration of the employment of Employee by
Employer, of the premises and the mutual
promises and covenants contained
herein, and of other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1.
Employment
and Duties. Subject to the terms and conditions hereof,
Employer hereby agrees to continue to
employ Employee during the term of this
Agreement to serve as President and Chief
Executive Officer of Crown Crafts
Infant Products, Inc., a wholly owned
subsidiary of Employer and to perform such
other duties and responsibilities as
customarily performed by persons acting in
such capacity. During the term of this
Agreement, Employee will devote her full
time and effort to her duties
hereunder.
2.
Term.
Subject to the provisions regarding Termination as set forth
in Section 10 of this Agreement, the period
of Employee's employment under this
Agreement shall end on April 30, 2005 (the
"Initial Period") unless Employee
dies before the end of the Initial Period,
provided that the term of this
Agreement shall after April 30, 2004 be
extended automatically on the 1st day of
each month for one additional month so that
this Agreement shall always be for a
full one-year period unless the Employer or
the Employee shall affirmatively
decide and notify the other to the contrary
in writing of its or her intention
that this Agreement shall not be so
extended, in which event this Agreement
shall terminate at the end of the one year
period following such notice.
3.
Compensation. For all services to be rendered by Employee during
the
term of this Agreement, Employer shall pay
Employee in accordance with the terms
set forth in Exhibit A, net of applicable
withholdings, payable in bi-weekly
installments except all bonuses, if any,
will be paid annually in July of each
year.
4.
Expenses.
So long as Employee is employed hereunder, Employee is
entitled to receive reimbursement for, or
seek payment directly by Employer of,
all reasonable expenses which are
consistent with the normal policy of Employer
in the performance of Employee's duties
hereunder, provided that Employee
accounts for such expenses in writing.
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5.
Employee
Benefits. So long as Employee is employed hereunder,
Employee shall be entitled to participate
in the various employee benefit
programs available to similarly-situated
employees which are adopted by Employer
from time to time.
6.
Vacation.
Employee shall be entitled to twenty (20) days annual
vacation.
7.
Confidentiality. In Employee's position as an employee of
Employer,
Employee has had and will have access to
confidential information, trade secrets
and other proprietary information of vital
importance to Employer and has
developed and will continue to develop
relationships with customers, employees
and others who deal with Employer which are
of value to Employer. Employer
requires, as a condition to Employee's
employment with Employer, that Employee
agree to certain restrictions on Employee's
use of the proprietary information
and valuable relationships developed during
Employee's employment with Employer.
In consideration of the terms and
conditions contained herein, the parties
hereby agree as follows:
7.1 Employer and
Employee mutually agree and acknowledge that
Employer may entrust Employee with highly
sensitive, confidential, restricted
and proprietary information concerning
various Business Opportunities (as
hereinafter defined), customer lists, and
personnel matters. Employee
acknowledges that she shall bear a
fiduciary responsibility to Employer to
protect such information from use or
disclosure that is not necessary for the
performance of Employee's duties hereunder,
as an essential incident of
Employee's employment with Employer.
7.2 For the
purposes of this Section 7, the following definitions
shall apply:
7.2.1 "Trade Secret" shall mean the identity and addresses of
customers of Employer, the whole or any
portion or phase of any scientific or
technical information, design, process,
procedure, formula or improvement that
is valuable and secret (in the sense that
it is not generally known to
competitors of Employer) and which
constitutes a "trade secret" under Delaware
law pursuant to the Delaware Uniform Trade
Secrets Act.
7.2.2 "Confidential Information" shall mean any data or
information, other than Trade Secrets,
which is material to Employer and not
generally known by the public. Confidential
Information shall include, but not
be limited to, Business Opportunities of
Employer (as hereinafter defined), the
details of this Agreement, Employer's
business plans and financial statements
and projections, information as to the
capabilities of Employer's employees,
their respective salaries and benefits and
any other terms of their employment
and the costs of the services Employer may
offer or provide to the customers it
serves, to the extent such information is
material to Employer and not generally
known by the public.
7.2.3 "Business Opportunities" shall mean all activities of
the type conducted, authorized, offered, or
provided to the Employer by Employee
prior to termination of her employment
hereunder, including the duties performed
by the Employee under Section 1,
"Employment and Duties", of this Agreement. For
purpose of reference, such activities as of
the Effective Date include the
business of manufacturing, marketing and
distribution of infant bedding, infant
blankets, infant accessories, infant bibs,
infant bath items and infant gift
sets and the Employer's operations and
activities related thereto.
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7.2.4 Notwithstanding the definitions of Trade Secrets,
Confidential Information, and Business
Opportunities set forth above, Trade
Secrets, Confidential Information, and
Business Opportunities shall not include
any information:
(i) that is or
becomes generally known to the public;
(ii) that is already
known by Employee or is developed
by Employee after termination of employment
through entirely independent
efforts;
(iii) that Employee obtains from an independent source
having a bona fide right to use and
disclose such information;
(iv) that is required
to be disclosed by law, except to
the extent eligible for special treatment
under an appropriate protective order;
or
(v) that
Employer's Board of Directors approves for
release.
7.3
Employee shall
not, without the prior approval of Employer's Board
of Directors, during her employment with
Employer and for so long thereafter as
the information or data remain Trade
Secrets, use or disclose, or negligently
permit any unauthorized person who is not
an employee of Employer to use,
disclose, or gain access to, any Trade
Secrets.
8.
Observance
of Security Measures. During Employee's employment with
Employer, Employee is required to observe
all security measures adopted to
protect Trade Secrets, Confidential
Information and Business Opportunities.
9.
Return of
Materials. Upon the request of Employer and, in any event,
upon the termination of her employment with
Employer, Employee shall deliver to
Employer all memoranda, notes, records,
manuals or other documents, including
all copies of such materials containing
Trade Secrets or Confidential
Information, whether made or compiled by
Employee or furnished to her from any
source by virtue of her employment with
Employer.
10.
Termination.
10.1 During the term
of this Agreement, Employee's employment may
be terminated (i) at the election of
Employer for Cause; (ii) at Employee's
election for Good Reason; (iii) upon
Employee's death; (iv) at the election of
either party, upon Employee's disability
resulting in an inability to perform
the duties described in Section 1 of this
Agreement for a period of 180
consecutive days; (v) as set forth in
Section 13 of this Agreement; or (vi) by
mutual written agreement of Employer and
Employee.
10.2 Cause. For
purposes of this Agreement, a termination of
employment is for "Cause" if the Employee
has been convicted of a felony or if
the termination is evidenced by a
resolution adopted in good faith by two-thirds
(2/3) of the Board that the Employee (i)
intentionally and continually failed
substantially to perform her reasonably
assigned duties with the Employer (other
than a failure resulting from the
Employee's incapacity due to physical or
mental illness or from the Employee's
assignment of duties that would constitute
"Good Reason" as
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hereinafter defined) which failure
continued for a period of at least thirty
(30) days after a written notice of demand
for substantial performance has been
delivered to the Employee specifying the
manner in which the Employee has failed
substantially to perform, or (ii)
intentionally engaged in illegal conduct or
gross misconduct which results in material
economic harm to the Employer;
provided, however, that no termination of
the Employee's employment shall be for
Cause as set forth in clause (ii) above
until (x) there shall have been
delivered to the Employee a copy of a
written notice setting forth that the
Employee was guilty of the conduct set
forth in clause (ii)
