Exhibit 10.3
GERARD EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This agreement dated as of November 29, 2006, between Everlast
WorldWide Inc., a
corporation incorporated under the laws of the State of Delaware,
with its
principal place of business located at 1350 Broadway (Suite 2300),
New York, NY
10018 [the "Employer"], and Gerard deLisser, residing at 606
Winsford Road, Bryn
Mawr, PA 19010.
In consideration of the premises together with other good and
valuable
consideration, the parties agree as follows:
1. EMPLOYMENT. Employer employs Employee, and Employee accepts
employment, subject to the terms and conditions set forth in this
agreement.
2. TERM. This agreement shall be effective from, November 29, 2006,
for an initial term of one (1) year and shall be automatically
renewed for
consecutive one year terms thereafter unless terminated by written
notice made
by either party at least 60 days prior to the expiration date of
the original
term or any renewal thereof.
3. DUTIES. Employer employs Employee as the Chief Merchandising
Officer of Employer to perform services the same as, or generally
consistent
with, the services generally performed by such an officer and to
assist in such
operations of Employer, as may be reasonably requested by Employer.
4. EXTENT OF SERVICE. Employee shall devote his full business time,
attention and energies, as well as his best talents and abilities,
to the
business of Employer in accordance with Employer's instructions and
directions
and shall not, during the term of this agreement, be engaged in any
other
employment for any other employer.
5. COMPENSATION.
(a) For all services rendered by the Employee under this
agreement, the Client agrees to pay Employee an annual base salary
of $245,000
commencing on the date hereof.
(b) The Employee shall be entitled to be reimbursed promptly
for all reasonable costs, disbursements, travel, meal,
communications, including
cellular telephone costs, and other out-of-pocket expenses which
are incurred by
him in the performance of his duties hereunder and evidenced by
appropriate
documentation.
(c) In addition to the base salary set forth above, the
Employer agrees to pay the Employee an annual bonus. Said bonus
shall be
guaranteed to 15% of the Employee's base salary during the first
year of his
employment with a maximum of 30%. Thereafter, the Employee's
maximum annual
bonus shall be 30% of his base salary. Sixty (60%) percent of the
bonus for the
first year and each subsequent year of employment shall be based
upon the
Employer's achieving its "before tax profits" ("EBIT") and EPS as
set forth in
its annual budget and certified by the Employer's auditors whose
certification
shall be conclusive. Forty (40%) percent of the annual bonus shall
be determined
by the qualitative assessment of the Employee's performance by the
Chief
Executive Officer.
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GERARD EMPLOYMENT AGREEMENT
(d) In addition to the compensation set forth above, the
Employee shall also be considered for annual increases in the
aforesaid base
salary and bonuses in amounts to be determined by the Employer's
Chief Executive
Officer.
(e) In addition to the compensation set forth above, the
Employee shall also be issued 10,000 stock options on the first day
of his
employment and a minimum of 10,000 stock options, annually during
the term of
his employment. Said stock options shall vest annually over three
years in
accordance with the Employer's long term incentive stock option
plan and shall
have a strike price as of the date each option is granted.
(f) In the event the Employee is terminated after six (6)
months of active service, without cause or as a result of a
disability as
defined in Paragraph 8 (b) below, he shall be paid severance
payments equal to
one year's current base salary, less all applicable deductions,
payable on
regular biweekly pay periods. Such severance shall not be
applicable upon the
election of the employee to not renew this agreement or any
extension thereof as
provided for in Paragraph 2 above.
6. EMPLOYEE BENEFITS. In addition to any other items of
compensation
provided for herein, the Employee shall be entitled to the
following benefits:
(a) The Employee shall be entitled to coverage in a health
and medical plan, and shall be entitled to participate in (i) any
retirement,
life insurance, dental, disability or other plans or benefits,
whether insured
or self-insured, which the company may make available from time to
time to its
executives and (ii) any bonus plans, incentive, profit-sharing
arrangement or
similar plan, which the company, in its sole discretion, may
establish from time
to time for its executives.
(b) The Employee shall be entitled to participate in any
stock option, stock bonus or stock purchase plan or program or any
other similar
plan or program which the Employer, in its sole discretion, may
make available
from time to time to its executives.
(c) The Employee shall be entitled to paid vacation during
each year of this agreement for such length of time which
