Exhibit 10.28
▇▇▇▇▇▇▇▇ CORPORATION
EMPLOYMENT AGREEMENT
--------------------
This agreement ("Agreement") has been entered into as of the
1st day of February, 2003, by and between ▇▇▇▇▇▇▇▇ Corporation, a Missouri
corporation ("▇▇▇▇▇▇▇▇"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇, an individual ("Employee").
WHEREAS, ▇▇▇▇▇▇▇▇ currently employs Employee as Vice President -
Sales and Marketing of ▇▇▇▇▇▇▇▇ and Executive Vice President of Angelica's
Textile Services Business Segment, and ▇▇▇▇▇▇▇▇ and Employee wish to more
specifically define the terms and conditions of Employee's employment with
▇▇▇▇▇▇▇▇ in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.
(a) "ANNUAL BASE SALARY" means the base salary set forth
in Section 3.3 of this Agreement, as it shall be
increased from time to time in the discretion of the
Board or the Compensation and Organization Committee of
the Board.
(b) "BOARD" means the Board of Directors of ▇▇▇▇▇▇▇▇.
(c) "DATE OF TERMINATION" means a date that a Notice of
Termination is received by the party to whom such notice
is being given, unless the party giving the Notice of
Termination specifies another date in the Notice of
Termination (which date shall not be more than 30 days
after giving of such Notice of Termination) or,
alternatively, the last day of any Term in the event
that a Notice of Non-Renewal is delivered by either
party in accordance with Section 2.1 of this Agreement.
(d) "EFFECTIVE DATE" means the date of this Agreement.
(e) "EMPLOYMENT PERIOD" means the period beginning on
the Effective Date and ending on the Date of
Termination.
(f) "GOOD CAUSE" means, when used in connection with the
termination of Employee's employment with ▇▇▇▇▇▇▇▇ by
▇▇▇▇▇▇▇▇, a termination based upon (i) Employee's
willful and continued failure to substantially perform
his duties with ▇▇▇▇▇▇▇▇ (other than as a result of
incapacity due to physical or mental condition), after a
written demand for substantial performance is delivered
to Employee by ▇▇▇▇▇▇▇▇, which specifically identifies
the manner in which Employee has not substantially
performed his duties; (ii) Employee's commission of an
act constituting a criminal offense involving moral
turpitude, dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of this
Agreement.
(g) "GOOD REASON" means, when used in connection with
the termination of Employee's employment with ▇▇▇▇▇▇▇▇
by Employee, a termination based upon the following
reasons:
(i) the assignment to Employee of any duties
inconsistent in any respect with Employee's
position (including status, offices, titles
and reporting requirements), authority,
duties and responsibilities as contemplated
by this Agreement or any other action by
▇▇▇▇▇▇▇▇ which results in a material
diminution in such position, authority,
duties or responsibilities, excluding for
this purpose any action not taken in bad
faith which is remedied by ▇▇▇▇▇▇▇▇ promptly
after receipt of notice by ▇▇▇▇▇▇▇▇ thereof
given by Employee;
(ii) (A) the failure by ▇▇▇▇▇▇▇▇ to continue in
effect any benefit or compensation plan,
stock ownership plan, life insurance plan,
health and accident plan or disability plan
to which Employee is entitled, provided that
▇▇▇▇▇▇▇▇ may amend, modify or replace such
plans as long as the Employee is entitled to
benefits under the amended, modified or
replaced plan or plans that are
substantially similar to those of the plan
or plans so amended, modified or replaced;
(B) the taking of any action by ▇▇▇▇▇▇▇▇
which would adversely affect Employee's
participation in, or materially reduce
Employee's benefits under, any plans in
which Employee is then currently
participating; or (C) the failure of
▇▇▇▇▇▇▇▇ to provide Employee with paid
vacation to which Employee is entitled;
(iii) a material breach by ▇▇▇▇▇▇▇▇ of any
provision of this Agreement;
(iv) a purported termination by ▇▇▇▇▇▇▇▇ of
Employee's employment otherwise than
specifically permitted by this Agreement; or
(v) the failure of a successor of ▇▇▇▇▇▇▇▇
expressly to assume and agree to perform
this Agreement pursuant to the provisions of
Section 6.4 of this Agreement; provided,
however, that a termination of employment by
Employee subsequent to an express assumption
and agreement to perform this Agreement by
such successor shall not be deemed to be for
"Good Reason" under this subsection.
(h) "NOTICE OF TERMINATION" means a written notice by
either party of such party's desire to terminate
Employee's employment with ▇▇▇▇▇▇▇▇, which notice (i)
indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination
of Employee's employment under the provision so
indicated, and (iii) if the Date of Termination is other
than the date of receipt of such Notice, specifies the
Date of Termination (which date shall not be more than
30 days after the giving of such Notice). The failure by
Employee or ▇▇▇▇▇▇▇▇ to set forth in the Notice of
Termination any fact or circumstance which contributes
to a showing of Good Cause or Good Reason shall not
waive any right of Employee or ▇▇▇▇▇▇▇▇ hereunder or
preclude Employee or ▇▇▇▇▇▇▇▇ from asserting such fact
or circumstance in enforcing Employee's or Angelica's
rights hereunder.
-2-
(i) "NOTICE OF NON-RENEWAL" means a written notice by
either party to this Agreement of such party's desire
not to allow the Term of the Agreement to automatically
renew at the end of the then-current Term for another
Term, thus having the effect of terminating the
Agreement at the end of the then-current Term.
(j) "TERM" means, initially a one-year period commencing
on the Effective Date and ending on the date of the
first anniversary of the Effective Date, and, if renewed
in accordance with Section 2.1 of this Agreement, shall
mean a one-year period commencing on the particular
anniversary date of the Effective Date and ending on the
date one year after such commencing anniversary date.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for one year commencing on the Effective
Date, subject to automatic renewal for one or more additional Terms of one
year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to this
Agreement may terminate Employee's Employment Period (and Employee's
employment with ▇▇▇▇▇▇▇▇) at any time during the Term by giving the other
party a Notice of Termination to the other party, without any liability
except as specified in Section 4 of this Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of ▇▇▇▇▇▇▇▇ throughout the Employment Period in accordance with the terms
and provisions of this Agreement. This Agreement shall remain in full force
and effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity
of the corporation to which Employee's compensation is charged, provided
that said corporation is a subsidiary or affiliate of ▇▇▇▇▇▇▇▇ and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.
3.2 POSITIONS AND DUTIES. ▇▇▇▇▇▇▇▇ hereby employs Employee
and Employee hereby accepts such employment as Vice President - Sales and
Marketing of ▇▇▇▇▇▇▇▇ and Executive Vice President of Angelica's Textile
Services Business Segment, subject to the reasonable directions of the
President of said Business Segment or of the Chief Executive Officer of
▇▇▇▇▇▇▇▇ and the Board. Employee shall have such authority and shall perform
such duties as are specified in the Bylaws of ▇▇▇▇▇▇▇▇ for the office and
position to which he has been appointed hereunder and shall so serve,
subject to the control exercised by the President of Angelica's Textile
Services Business Segment, the Chief Executive Officer of ▇▇▇▇▇▇▇▇ and the
Board from time to time. Employee agrees to devote such of his time,
attention and energy to the business of ▇▇▇▇▇▇▇▇ as may be required to
perform the duties and responsibilities assigned to him to the best of his
ability and with reasonable diligence; provided, however, that it is
expressly
-3-
understood and agreed that Employee will not be required to devote greater
than four (4) days per week to the business of ▇▇▇▇▇▇▇▇ and to the
performance of such duties and responsibilities.
3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $177,600 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation
Plan or any incentive compensation plan which is generally available to
other similarly situated executives of ▇▇▇▇▇▇▇▇. The Incentive Compensation
during the Employment Period shall range from 0 to 80% of Employee's Annual
Base Salary. The Incentive Compensation which Employee will have an
opportunity to earn shall be reviewed at least annually and may be adjusted
at the discretion of the Chief Executive Officer of ▇▇▇▇▇▇▇▇ and the Board,
dependent upon Employee's performance and in accordance with Angelica's
policies.
3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible
to receive stock-based awards or grants under Angelica's 1994 Performance
Plan, 1999 Performance Plan and such other similar plans as may, from time
to time be adopted, including stock options, restricted stock and
performance awards, in the discretion of the Compensation and Organization
Committee or the Board of ▇▇▇▇▇▇▇▇.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.
SECTION 4: BENEFITS UPON TERMINATION. If Employee's employment with
▇▇▇▇▇▇▇▇ is terminated prior to the end of the initial Term or prior to the
end of any subsequent renewal Term, as the case may be, (a) by ▇▇▇▇▇▇▇▇
without Good Cause or (b) by Employee for Good Reason, then upon the
negotiation and execution of a mutually acceptable settlement and release
agreement by ▇▇▇▇▇▇▇▇ and Employee (which will include covenants consistent
with the provisions of Section 5 below), and in addition to any accrued
salary and other payments owed to Employee under Angelica's other benefit
plans and policies, ▇▇▇▇▇▇▇▇ shall pay Employee an amount equal to
Employee's then-current Annual Base Salary. Said amount shall be paid in
equal, semi-monthly payments, less applicable taxes, withholdings and
standard deductions. In the case of a termination of Employee's employment
with ▇▇▇▇▇▇▇▇ for any reason other than as stated in this Section 4 above,
Employee shall be entitled only to accrued salary and other payments owed to
Employee under Angelica's other benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the
-4-
action of Employee or ▇▇▇▇▇▇▇▇ or by mutual agreement, Employee shall not,
either for himself or on behalf of any person, firm or corporation (whether
for profit or otherwise) engage in any form of competition with ▇▇▇▇▇▇▇▇,
directly or indirectly, through any commercial venture, as a partner,
officer, director, stockholder, advisor, employee, consultant, agent,
salesman, venturer or otherwise, in the business conducted by ▇▇▇▇▇▇▇▇ in
the United States, Canada or any other country in which ▇▇▇▇▇▇▇▇ does
business. This requirement, however, will not limit Employee's right to
invest in the capital stock or other equity securities of any corporation,
the stock or securities of which are publicly owned or are regularly traded
on any public securities exchange.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with ▇▇▇▇▇▇▇▇, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and trade
secrets of ▇▇▇▇▇▇▇▇ or its licensors or customers. Employee agrees that the
maintenance of the proprietary character of such information and property to
the full extent feasible is important and that for so long as any such
confidential information and trade secrets may remain confidential, secret
or otherwise wholly or partially protectable, either during or after
Employee's Employment Period, shall not use or divulge such confidential
information or property except as permitted or required by the duties of
Employee's employment with ▇▇▇▇▇▇▇▇. Employee shall not remove any property
of a proprietary nature from Angelica's premises except as required by the
duties of Employee's employment. Employee shall return to ▇▇▇▇▇▇▇▇ upon
termination of his employment with ▇▇▇▇▇▇▇▇, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
▇▇▇▇▇▇▇▇.
5.3 NON-DIVERSION. During the Employment Period and for one
year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others: (i) do anything which could be expected to
divert from ▇▇▇▇▇▇▇▇ any trade or business with any customer of ▇▇▇▇▇▇▇▇
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination; or (ii) solicit for
employment by others, any individual employed by ▇▇▇▇▇▇▇▇.
5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the
period and areas of restriction following the Date of Termination, as set
forth in this Section 5, are reasonably required for the protection of
▇▇▇▇▇▇▇▇ and its business, as well as the continued protection of Angelica's
employees. If any one or more of the covenants, agreements or provisions
contained herein shall be held to be contrary to the policy of a specific
law, though not expressly prohibited, or against public policy, or shall for
any other reason whatsoever be held invalid, then such particular covenant,
agreement or provision shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions, and shall in no way
affect the validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the length of
time or the geographic area set forth herein is deemed too restrictive in
any court proceeding, the court may reduce such restrictions to those which
it deems reasonable under the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law.
In the event of the breach of Employee's covenants as set forth in this
Section 5 and Angelica's obtaining of injunctive
-5-
relief, the period of restrictions set forth herein shall commence from the
date of the issuance of the order which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses as set forth below; provided that all
notices to ▇▇▇▇▇▇▇▇ shall be directed to the attention of the Chief
Executive Officer of ▇▇▇▇▇▇▇▇, or to such other address as one party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
Notice to Employee
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Notice to ▇▇▇▇▇▇▇▇
------------------
▇▇▇▇▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or ▇▇▇▇▇▇▇▇ may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.
6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of ▇▇▇▇▇▇▇▇ and any such successor
shall be deemed to be substituted for ▇▇▇▇▇▇▇▇ under the terms of this
Agreement. ▇▇▇▇▇▇▇▇ shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of ▇▇▇▇▇▇▇▇ to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "▇▇▇▇▇▇▇▇" shall mean ▇▇▇▇▇▇▇▇ as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings, discussions
or negotiations with respect thereto including, but not limited to, the
employment agreement entered into by and between the parties as of the 6th
day of November 2001.
IN WITNESS WHEREOF, Employee and ▇▇▇▇▇▇▇▇, pursuant to the
authorization from its
-6-
Board, have caused this Agreement to be executed in its name on its behalf, all
as of the day and year first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
-------------
Title: Chairman, President & Chief Executive Officer
---------------------------------------------
-7-
