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FIRST ADDENDUM TO EMPLOYMENT AGREEMENT

Employment Agreement

FIRST ADDENDUM TO EMPLOYMENT AGREEMENT | Document Parties: TROPICAL SPORTSWEAR INT'L CORPORATION You are currently viewing:
This Employment Agreement involves

TROPICAL SPORTSWEAR INT'L CORPORATION

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Title: FIRST ADDENDUM TO EMPLOYMENT AGREEMENT
Date: 1/13/2004
Industry: Apparel/Accessories    

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                                                                    Exhibit 10.9

 

                     FIRST ADDENDUM TO EMPLOYMENT AGREEMENT

 

         This FIRST ADDENDUM TO EMPLOYMENT AGREEMENT (the "First Addendum") is

entered into as of, July 18, 2003, (" the Effective Date") by and between

TROPICAL SPORTSWEAR INT'L CORPORATION, a Florida corporation (the "Company"),

and RICHARD J. DOMINO (the "Employee").

 

RECITALS:

 

         The Company and Employee previously entered into that certain

Employment Agreement dated August 8, 1997 (the "Employment Agreement") which

became effective on the Effective Date as defined therein. By this First

Addendum, the Company and Employee intend to reaffirm all of the terms and

conditions of the Employment Agreement and to provide (by this First Addendum)

for a Change Of Control Payment (as defined hereafter) to the Employee upon

certain conditions as provided herein.

 

         NOW, THEREFORE, in consideration of the foregoing and the mutual

provisions contained herein, and for other good and valuable consideration, the

parties hereto agree with each other that the terms and conditions of the

Employment Agreement are reaffirmed and that the additional provisions contained

in this First Addendum are hereby added to the Employment Agreement:

 

1.        CERTAIN DEFINITIONS APPLICABLE TO CHANGE OF CONTROL ONLY

 

         A.        Certain Definitions. In the event of a Change of Control (as

defined hereafter), the following terms have the meanings assigned to them

below:

 

          "Acquiring Person" means any Person who or which, together with all

Affiliates and Associates of such Person, is or are the Beneficial Owner(s) of a

minimum of twenty five (25%) or more of the shares of Common Stock then

outstanding, but does not include any Exempt Person; provided, however, that a

Person shall not be or become an Acquiring Person if such Person, together with

its Affiliates and Associates, shall become the Beneficial Owner of a minimum of

twenty five percent (25%) or more of the shares of Common Stock then outstanding

solely as a result of a reduction in the number of shares of Common Stock

outstanding due to the repurchase of Common Stock by the Company, unless and

until such time as such Person or any Affiliate or Associate of such Person

shall purchase or otherwise become the Beneficial Owner of additional shares of

Common Stock constituting one percent (1%) or more of the then outstanding

shares of Common Stock or any other Person (or Persons) who is (or collectively

are) the Beneficial Owner of shares of Common Stock constituting one percent

(1%) or more of the then outstanding shares of Common Stock shall become an

Affiliate or Associate of such Person, unless, in either such case, such Person,

together with all Affiliates and Associates of such Person, is not then the

Beneficial Owner of a minimum of twenty five percent (25%) or more of the shares

of Common Stock then outstanding.

 

         "Affiliate" has the meaning ascribed to that term in Exchange Act Rule

12b-2.

 

         "Associate" means, with reference to any Person,

 

                  (a)       any corporation, firm, partnership, association,

unincorporated organization or other entity (other than the Company or a

subsidiary of the Company) of which that Person is an officer or general partner

(or officer or general partner of a general partner) or is, directly or

indirectly, the Beneficial Owner of 15% or more of any class of its equity

securities,

 

                  (b)       any trust or other estate in which that Person has a

substantial beneficial interest or for or of which that Person serves as trustee

or in a similar fiduciary capacity and

 

                  (c)       any relative or spouse of that Person, or any

relative of that spouse, who has the same home as that Person.

 

                                      - 1 -

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         "Base Salary" means the guaranteed minimum annual salary payable by the

Company to the Employee pursuant to Section 4(A) of the Employment Agreement.

 

         "Beneficial Owner" means a specified Person who is deemed the

"Beneficial Owner" of, and is deemed to "beneficially own," any securities.

 

                  (a)       of which that Person or any of that Person's

Associates or controlled Affiliates, directly or indirectly, is the "beneficial

owner" (as determined pursuant to Exchange Act Rule 13d-3) or otherwise has the

right to vote or dispose of, including pursuant to any agreement, arrangement or

understanding (whether or not in writing); provided, however, that a Person

shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any

security under this subparagraph (a) as a result of an agreement, arrangement or

understanding to vote that security if that agreement, arrangement or

understanding: 1) arises solely from a revocable proxy or consent given in

response to a public proxy or consent solicitation made pursuant to, and in

accordance with, the applicable provisions of the Exchange Act (that is, the

exclusions in these subparagraphs (a) and (b) give effect to the exemption for a

proxy or consent solicitation in Exchange Act rule 14a-2(b) (2); and (2) is not

then reportable by such Person on Exchange Act Schedule 13D (or any comparable

or successor report);

 

                  (b)       which that Person or any of that Person's Affiliates

or Associates, directly or indirectly, has the right or obligation to acquire

(provided that right or obligation is exercisable or effective immediately or

only after the passage of time or the occurrence of an event) pursuant to any

agreement, arrangement or understanding (whether or not in writing) or on the

exercise of conversion rights, exchange rights, other rights, warrants or

options, with an exercise price equal to or below the public trading price at

the time of calculation; provided, however, that a Person shall not be deemed

the "Beneficial Owner" of, or to "beneficially own," securities tendered

pursuant to a tender or exchange offer made by that Person or any of that

Person's Affiliates or Associates until those tendered securities are accepted

for purchase or exchange; or

 

                  (c)       which are beneficially owned, directly or indirectly,

by (1) any other Person (or any Affiliate or Associate thereof) with which the

specified Person or any of the specified Person's Affiliates or Associates has

any agreement, arrangement or understanding (whether or not in writing) for the

purpose of acquiring, or holding with the right to vote or of voting (except

pursuant to a revocable proxy or consent as described in the proviso to

subparagraph (a) of this definition) or disposing of any voting securities of

the Company or (2) any group (as that term is used in Exchange Act Rule

13d-5


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