Exhibit 10.3
CONSULTING AGREEMENT
AGREEMENT entered into as of August 11, 2002, by and between ▇▇▇▇ ▇.
▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇" and/or "Consultant") and Wilsons Leather
Holdings, Inc., a Minnesota corporation ("Wilsons").
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇ is an employee and executive officer of Wilsons,
serving as Executive Vice President and GMM - Mall Business; and
WHEREAS, ▇▇▇▇▇▇ wishes to resign his employment with Wilsons, and the
parties therefore wish to enter into a consulting arrangement whereby ▇▇▇▇▇▇
would serve as a consultant to Wilsons.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements hereinafter set forth, the parties agree as follows:
l. CONSULTANT. ▇▇▇▇▇▇ has chosen to resign his position as an employee and
officer of Wilsons and instead wishes to serve in a consulting role to
Wilsons. Wilsons hereby retains the services of ▇▇▇▇▇▇ as a consultant
on the terms hereinafter set forth for a period of one (1) year,
beginning January 1, 2003, and ending December 31, 2003, subject to
earlier termination pursuant to the terms of this Agreement, and ▇▇▇▇▇▇
hereby agrees to serve in the capacity of Consultant for Wilsons.
2. SERVICES. Consultant shall provide consulting services and advice
regarding those aspects of operation of Wilsons' business as requested
by Wilsons, which may include but are not necessarily limited to raw
materials, suppliers, manufacturing and merchandising. Consultant
shall, only as requested by Wilsons in writing, engage in contact and
negotiations with outside parties relating to Wilsons' business, and
Consultant shall not be empowered to bind Wilsons to any contract or
other obligation. Consultant shall provide services from Consultant's
own offices and using Consultant's own office equipment and supplies.
3. COMPENSATION.
3.1 Consulting Fee. Consultant shall be paid a consulting fee in
the amount of Twelve Thousand and no/100 Dollars ($12,000.00)
per month ("Consulting Fee"). Consultant shall invoice Wilsons
monthly, and such invoice shall be paid within thirty (30)
days after Wilsons' receipt of each monthly invoice.
3.2 Deductions. Wilsons will deduct and withhold from any
Consulting Fees payable to Consultant under this Agreement
such amounts as Wilsons is required to deduct and withhold by
law, provided, however, it is expressly understood and agreed
that Consultant shall be solely responsible for reporting and
payment of all taxes, Federal, State, local or otherwise, that
may be due on
such Consulting Fees. Consultant acknowledges and agrees that
Wilsons shall file a Form 1099 with the United States Internal
Revenue Service reflecting the payments of Consulting Fees
each year. Consultant agrees that Wilsons may also deduct and
withhold from any such fees, to the extent permitted by law,
such amounts as Consultant may owe to Wilsons, and Consultant
further agrees to sign any such documents and take any such
reasonable actions as may be required by Wilsons in order to
effect the intent of this provision.
4. INDEPENDENT CONTRACTOR STATUS. Your status will be that of an
independent contractor, and not that of an employee or agent of
Wilsons. While Wilsons will request your services as described above,
the methodology by which you perform those services will be at your
discretion. As more fully described above, you will be responsible for
reporting and paying all taxes on the fees paid under this agreement.
Further, the office and all equipment and supplies for performance of
services under this Agreement must be provided by you at your expense.
5. NON-EXCLUSIVITY. Wilsons reserves the right to engage other consultants
as it deems necessary or advisable.
6. TERMINATION. Wilsons may terminate this Agreement for Cause (as defined
below) upon thirty (30) days' prior written notice, provided Consultant
shall have the opportunity to cure the breach or failure of performance
within such thirty-day period. For purposes of this Agreement, "Cause"
shall mean (i) an act or acts of dishonesty undertaken by Consultant,
with the potential for any loss of assets of Wilsons or any damage to
Wilsons' reputation; (ii) violation of Wilsons' standards of conduct;
(iii) Consultant's failure to perform the services under this Agreement
to the reasonable satisfaction of Wilsons; and (iv) any breach of the
terms of this Agreement. Wilsons may terminate this Agreement
immediately for breach of Sections 10 or 11 of this Agreement. This
Agreement shall terminate immediately upon Consultant's death.
Consultant may terminate this Agreement upon thirty (30) days' written
notice at any time, for any or no reason.
7. ASSIGNMENT. Consultant may not assign his rights or obligations under
this Agreement to anyone. Wilsons may assign its rights and obligations
under this Agreement, provided Wilsons shall give Consultant written
notice of any such assignment.
8. INSURANCE. Consultant agrees to obtain and maintain current automobile
insurance, at reasonable levels of coverage, and at least the minimum
levels of coverage required by state law, on any automobile used during
the course of performance of services under this Agreement.
9. NO ADVERTISING, MARKETING OR PUBLIC ANNOUNCEMENTS. Consultant shall not
use Wilsons' name in advertising, marketing or public announcements
relating to Consultant's consulting business without the prior written
approval of Wilsons.
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10. CONFIDENTIALITY. Consultant acknowledges that he may have acquired,
prior to the date of this Agreement, and may acquire, during the Term
of this Agreement, knowledge and/or information that is proprietary to
Wilsons and not disclosed to the general public ("Confidential
Information"). Consultant agrees that he will use any such Confidential
Information only for the purpose of performing the services under this
Agreement and not for his own benefit or for the benefit of any third
parties. Consultant further agrees not to disclose any Confidential
Information to anyone without Wilsons' prior written consent, and to
maintain the confidentiality thereof, except as may be required
pursuant to a subpoena or other process of law.
If, at any time, Wilsons determines that Confidential Information
provided to Consultant is of such a material or sensitive nature as to
require that Consultant be prohibited from trading stock during any
trading black-out periods, Wilsons shall so notify Consultant in
writing, and Consultant agrees to abide by such notice. Further,
Consultant will continue to be bound by Wilsons The Leather Experts,
Inc.'s "Amended and Restated Policies as to Confidentiality and
Securities Trading by Wilsons Employees, Directors, Officers and
Agents," a copy of which is attached as Exhibit A hereto, which may be
amended from time to time without notice. Further, Consultant will
continue to be bound by any securities laws and regulations, as
applicable. Consultant's obligations under this provision shall survive
the expiration or earlier termination of this Agreement.
11. NONCOMPETITION. For a period of twelve (12) consecutive months from and
after December 31, 2003 (the "Noncompetition Period"), ▇▇▇▇▇▇ shall
not, directly or indirectly, engage in any business that is competitive
with the retail sale of leather apparel, accessories, luggage, travel
products or gift items typically sold in the retail stores operated by
Wilsons and its affiliates, including without limitation as a
proprietor, principal, agent, partner, officer, director, stockholder,
employee, member of any association, consultant or otherwise. Ownership
by ▇▇▇▇▇▇, as a passive investment, of less than 2.5% of the
outstanding shares of capital stock of any corporation listed on a
national securities exchange or publicly traded in the over-the-counter
market shall not constitute a breach of this Section 11. Further,
▇▇▇▇▇▇ agrees not to directly or indirectly, solicit, request, advise
or induce any current or potential customer, supplier or other business
contact of Wilsons or any of its affiliates to cancel, curtail or
otherwise adversely change its relationship or business terms with
Wilsons or its affiliates.
12. GOVERNING LAW/VENUE. This Agreement shall be governed by and construed
in all respects in accordance with the law of the State of Minnesota.
The parties hereby consent to the jurisdiction, including personal
jurisdiction, of the courts of the State of Minnesota and/or the
federal district courts, District of Minnesota, for the purpose of
resolving all issues of law, equity or fact, arising out of or in
connection with this Agreement.
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13. SEVERABILITY OF PROVISIONS. If any provision of this Agreement or the
application of any such provision to any person or circumstance is held
invalid, the remainder of this Agreement, and the application of such
provision other than to the extent it is held invalid, will not be
invalidated or affected thereby.
14. WAIVER. No failure by the Wilsons to insist upon the strict performance
of any term or condition of this Agreement or to exercise any right or
remedy available to it will constitute a waiver. No breach or default
of any provision of this Agreement will be waived, altered or modified,
and Wilsons may not waive any of its rights, except by a written
instrument executed by Wilsons. No waiver of any breach or default will
affect or alter any term or condition of this Agreement, and such term
or condition will continue in full force and effect with respect to any
other then existing or subsequent breach or default thereof.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties relating to Wilsons' engagement of Consultant for performance
of services. No amendment or modification of this Agreement shall be
deemed effective unless made in writing and signed by the parties
hereto.
16. NO VIOLATION OF OTHER AGREEMENTS. Consultant hereby represents and
agrees that neither (i) Consultant's entering into this Agreement nor
(ii) Consultant's carrying out the provisions of this Agreement, will
violate any other agreement (oral, written or other) to which
Consultant is a party or by which Consultant is bound.
17. NOTICES. All notices under or in connection with this Agreement shall
be in writing and shall be sent by express courier; fax, with
transmittal confirmation; or via email to the parties at their
addresses, fax numbers or email addresses set forth below or to such
other addresses and fax numbers as to which notice is given:
If to Wilsons:
Wilsons Leather
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Director, Legal Services
Ph: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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If to Consultant:
▇▇▇▇ ▇▇▇▇▇▇
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Ph.: ▇▇▇-▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇▇-▇▇▇▇
Email: ▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Notice will be deemed given within two (2) business days if sent via
express courier, and when transmission is confirmed, if sent via fax or
email.
18. CAPTIONS AND HEADINGS/COUNTERPARTS. The captions and paragraph headings
used in this Agreement are for convenience of reference only and shall
not affect the construction or interpretation of this Agreement or any
of the provisions hereof. This Agreement may be executed in any number
of counterparts and such counterparts, executed and delivered, each as
an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Consultant:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
WILSONS LEATHER HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Its: Chairman & CEO
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