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General Counsel Employment Agreement

This is an actual contract by Anvil Holdings.

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Sectors: Consumer Products (Non-Durables)
Governing Law: New York, View New York State Laws
Effective Date: February 01, 2001
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EXHIBIT 10.3


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (this "Agreement"), made as of January 30, 2001, by and between Anvil Knitwear, Inc., a Delaware corporation (the "Company"), and Jacob Hollander, a resident of New York (the "Executive"). This Agreement shall be deemed to be effective as of February 1,2001 (the "EFFECTIVE DATE").


WITNESSETH:
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WHEREAS, Executive is currently serving in the position of Executive Vice President, Secretary and General Counsel of the Company; and


WHEREAS, the Company desires to retain Executive to serve it in the same capacity or a similar capacity without a reduction in status and responsibilities, and to perform services on its behalf in said position.


NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT


The Company agrees to employ Executive and Executive agrees to serve the Company on the terms and conditions set forth herein.


2. TERM


This Agreement shall be for an initial period of three (3) years, commencing with the Effective Date (the "Initial Term"); PROVIDED, the term of this Agreement shall be extended for one year unless prior to the second anniversary of the date hereof, the Company or Executive notifies the other that the Agreement will not be renewed and will terminate at the end of the Initial Term. The Term of this Agreement shall thereafter continue until terminated by the Company or Executive upon not less than one year's notice of non-renewal to the other party. As used herein, "Term" means the Initial Term and any extensions thereof as provided for in this Section 2.


3. POSITION AND DUTIES


(a) Executive shall serve as Executive Vice President, Secretary and General Counsel of the Company and shall perform such duties and exercise such supervision and powers over and with regard to the business of the Company customarily associated with such position, as well as such duties and services prescribed herein and as may be prescribed from time to time by the Board of Directors of the Company (the "Board"). Executive shall perform such duties to the best of his ability and in a diligent and proper manner.


(b) Except during vacations and periods of illness and as set forth on Schedule A, Executive shall, during the Term, devote all his business time and attention to the performance of services for the Company. Executive shall cooperate reasonably in any sale of the Company, IPO or similar transaction.


(c) In the event that the Company fails to extend Executive's term of employment pursuant to Section 2 above or the Company is sold in a Strategic Sale (as defined in subsection 5(D) hereof), Executive may spend a reasonable part of his time during the final year of the Term hereof seeking other employment.


4. COMPENSATION AND RELATED MATTERS


(a) SALARY. During the period of Executive's employment hereunder, the Company shall pay to Executive a salary at a rate of not less than $355,000 per annum (the "Initial Salary") payable in accordance with normal payroll practices of the Company but not less frequently than monthly. The Executive's salary may be increased from time to time and, if so increased, shall not thereafter be decreased during the Term of this Agreement. As used herein, "Base Salary" means the Executive's initial salary hereunder as the same is increased from time to time. The salary payments hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay Executive's Base Salary hereunder.


(b) WELFARE AND RETIREMENT BENEFIT. From and after the date of this Agreement, Executive shall be entitled to participate in all of the Company's employee pension plans, welfare benefit plans, tax-deferred savings plans, or other welfare or retirement benefits or arrangements (including any insurance or trust arrangements maintained generally for the benefit of the Company's directors and officers) and in which the executive officers of the Company are entitled generally to participate (collectively, the "Company Benefit Plans") on the same basis as other executive employees. For purposes of determining Executive's "years of service" credit under any of the Company Benefit Plans, Executive shall be given full credit for years of service with McGregor Corporation and its subsidiaries.


(c) BONUS/INCENTIVE COMPENSATION. Executive shall be entitled to such additional compensation as may be awarded by the Company in the sole discretion of the CEO and the Board in the form of bonus or other incentive compensation, and to participate in the bonus plan described in the letter from D. J. Manella, dated April 9,1990. Executive shall be entitled to participate in any stock option plan adopted by Anvil Holdings, Inc. ("Holdings") for management employees of Holdings and its subsidiaries.


(d) VACATIONS. Executive shall be entitled to the number of paid vacation days in each calendar year determined in accordance with the Company's vacation policies.


(e) EXPENSES. During the term of Executive's employment hereunder, Executive shall be entitled to receive prompt reimbursement from the Company of all reasonable business-related expenses incurred by Executive in performing services hereunder, including all expenses of travel


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and living expenses while away from home on business or at the request of, and in the service of, the company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company from time to time.


(f) CERTAIN BENEFITS. The Company shall furnish Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to Executive's position and adequate for the performance of his duties as set forth in Section 3 hereof and with the use of a Company provided automobile.


5. TERMINATION


Executive's employment hereunder may be terminated under the following circumstances:


(a) DEATH. Executive's employment hereunder shall terminate upon his death.


(b) DISABILITY. If Executive is unable to timely and regularly perform his duties hereunder due to physical or mental illness, injury or incapacity, as determined by the Board in good faith, based on medical evidence acceptable to it (a "DISABILITY") and such Disability continues for a period of nine consecutive months, then, notwithstanding the provisions of Section 2, the Company may terminate Executive's employment hereunder. A return to work for less than thirty consecutive days during any period of Disability shall not be deemed to interrupt the running of (and shall be included in) the aforementioned nine-month period.


(c) CAUSE. The Company may terminate Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) a material breach of this Agreement by Executive which breach is not cured within 30 days of receipt of written notice from the Board, (ii) Executive's willful and repeated failure to comply with the lawful directives of the Board or his superior officer(s) consistent with the terms of this Agreement, (iii) gross negligence or willful misconduct in the performance of Executive's duties under this Agreement resulting in material injury to Holdings, the Company or their subsidiaries, (iv) fraud committed by Executive with respect to Holdings, the Company or their subsidiaries, or (v) indictment for (A) a felony or (B) a crime involving moral turpitude conviction of which would materially injure relationships with customers, suppliers or employees or otherwise cause material injury to Holdings, the Company or their subsidiaries. Executive shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to Executive (1) reasonable notice setting forth, in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause, (2) a reasonable opportunity for Executive, together with his counsel, to be heard before the Board, and (3) after being given a reasonable opportunity to be heard, a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, "Cause" exists to terminate Executive under this Agreement. The Board shall consult with the CEO prior to taking action to terminate Executive for Cause and shall give the CEO at least 15 business days prior notice of the first Board meeting at which the existence of Cause for termination is scheduled to be considered.


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For purposes of determining whether Executive was given "reasonable notice" and reasonable opportunity to be heard" in connection with any determination by the Board as to whether Cause exists, 15 business days notice of the Board meeting shall be deemed to constitute reasonable notice" (without prejudice to the determination of whether some other period would also constitute "reasonable notice") and the opportunity for Executive and his counsel to present arguments to the Board at such meeting as to why Executive believes that no Cause exists shall constitute "reasonable opportunity to be heard" (without prejudice to the determination of whether some other forum or method would also constitute a "reasonable opportunity to be heard").


In the event that Executive is terminated under clause (v) above but is not ultimately convicted of the crime for which he was indicted, Executive shall be eligible to be reinstated in the position he held on the date of his termination. If Executive is so reinstated, this contract shall become effective with a term equal to the term remaining on the date of termination.


(d) TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may voluntarily terminate his employment hereunder at any time for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (i) a material breach of this Agreement which has not been cured within thirty (30) days after the Board's receipt of written notice of such non-compliance from the Executive; (ii) the assignment to Executive by the Company of duties inconsistent with Executive's position, duties or responsibilities as in effect immediately after the date of execution of this Agreement including, but not limited to, any material reduction in such position, duties or responsibilities, or a change in Executive's titles or offices, as then in effect, or any removal of Executive from, or any failure to reelect Executive to, any of such positions, except in connection with the termination of his employment pursuant to subsections 5(A), 5(b) or 5(C); (iii) upon the relocation by the Company of its executive offices to a location outside a thirty (30) mile radius around its current location or (iv) upon a sale of the Company to a corporation or other legal entity that is, or is part of a group of such e
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