Exhibit 10.30
EMPLOYMENT
AGREEMENT
This Agreement shall be effective as
of April 1, 2005 (The “Effective date”) by and between
Daisy S. Chin-Lor (the “Executive”) and Mayor’s
Jewelers, Inc., a Delaware corporation (the
“Company”).
WHEREAS , the Executive declares not being prevented
from working as such in the United States and Canada;
NOW, THEREFORE
, in consideration of the foregoing
and of the respective covenants and agreements, the parties agree
as follows:
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Position,
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Responsibilities and Term of
Agreement
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1.1 Employment and Duties .
Subject to the terms and conditions of this Agreement, the Company
employs the Executive to serve as the Senior Vice President and
Chief Marketing Officer reporting to the President and CEO and the
Executive accepts such employment and agrees to perform in a
diligent, careful and proper manner such reasonable
responsibilities and duties commensurate with such position as may
be assigned to the Executive. The title and responsibilities and
duties may be changed from time to time so long as it is consistent
with her skills and expertise and the Executive continues to be a
member of the Senior Management team. Executive agrees to devote
substantially all business time and efforts to and give undivided
loyalty to the Company.
1.2 Place of work : The
Executive shall reside in South Florida and provide her services to
the Company primarily in Florida and Canada on a full time and
exclusive basis. Travel to Canada will be required approximately
40% of the time.
1.3 Effective Date . Subject
to the provisions of this Agreement, this Agreement shall start as
of April 1, 2005 (“Effective Date”) and shall continue
(the “Term”) unless otherwise terminated as provided
for in this Agreement.
2. Compensation
2.1 Base Salary . During the
term of this Agreement, the Company shall pay the Executive an
annual gross base salary of $250,000 less all applicable
deductions, taxes, and withholdings, payable in the manner dictated
by the Company’s standard payroll policies. The Executive
shall be eligible to receive annual base salary increases as
consistent with other members of the Senior Management team
determined at the Company’s discretion based upon the
Executive’s performance and the Company’s
performance.
2.2 Incentive
Compensation
“Fiscal Year” in this Agreement
shall mean such period of approximately 12 months defined as such
from time to time by the Company’s Board of Directors. The
first Fiscal Year is from March 27, 2005, to March 25,
2006.
a) Annual Cash Bonus. For
each Fiscal Year of the Company through which the Executive remains
an active employee of the Company, the Executive will have the
opportunity to earn a bonus based on achievement of a targeted
level of performance, as reflected in the annual bonus letter and
based on performance criteria set by the Company. For the Fiscal
Year ending March 25, 2006, and each Fiscal Year thereafter, the
target bonus is 35 % of the Base Salary. The minimum bonus pay out
for any Fiscal Year is $0 and the maximum bonus pay out for any
Fiscal Year is the maximum allowed under the then current
Management Bonus Plan. For the Fiscal Year ending March 25, 2006,
the Executive will be guaranteed a portion of her annual cash bonus
in the amount of $25,000 provided that the Executive remains an
active employee through June 30 th 2006.
b) Long-term Incentive
Awards. For each Fiscal Year of the Company through which the
Executive remains an active employee of the Company, the Executive
may be considered for a long-term incentive award of Mayor’s
units subject to the approval of the Board of Directors and subject
to any specific conditions as may be stated by the Board of
Directors and-or the Long-Term Incentive Plan. This award, if
granted, will vest over a multi-year period as may be approved by
the Board of Directors or stated in the Long-Term Incentive Plan.
For the Fiscal Year ending March 25, 2006 the Executive will be
granted the equivalent of 50,000 Mayors units (whether stock
options, SAR’s, phantom stock, etc,) with a 3 year vesting
period. The pricing of these units will be subject to the earlier
of the following two events: approval by the Board of Directors or
as soon as possible once The Board of Directors can approve such
grant once the financial reorganization of Birks and Mayors is
completed and the Company is authorized to grant Long Term
Equity.
2.3 Participation in Benefit
Plans and Associate Discount Policy . If acceptable by the
Company’s group insurers, the Company will provide the
Executive with the group insurance coverages, currently including
life, dental and medical insurance benefits, the cost of which
shall be borne by the Company according to the prevailing policies
applicable to other Senior Management members. The Executive will
also be provided an additional annual benefit payment in the amount
of $15,000, paid on a quarterly basis. In addition, the Executive
will be entitled to participate in the Company’s Associate
Discount Policy. The Company may, at its discretion, modify said
policies from time to time. Nothing paid to the Executive under any
plan, policies or arrangement presently in effect or made available
in the future shall be deemed to be in lieu of other compensation
to the Executive hereunder as described in this Section
3.
2.4 Vacation Days . The
Executive shall be entitled to twenty days of vacation for each
Fiscal Year consistent with the Company’s vacation policy for
Senior Management officers. The vacation days are earned for a
given Fiscal Year during that same Fiscal Year; as a result, for
any portion of a Fiscal Year worked, the vacation shall be prorated
on the basis of the number of days worked during the Fiscal Year.
Unused vacation days may not be carried over from year to
year.
2.5 Expenses. During the term
of employment hereunder, the Executive shall be entitled, without
duplication, to receive reimbursement for all reasonable and
approved business expenses incurred by the Executive in accordance
with the policies and procedures established by the Company. In
addition but without duplication, the Executive shall receive the
following allowances:
a) Car Allowance: The Executive
shall be entitled to a car allowance gross all-inclusive lump sum
amount equal to $800 per month in accordance with the car allowance
policy applicable to other members of Senior Management as may be
amended from time to time. Any other automobile costs or expenses
including, without limitation, maintenance, insurance, repairs,
lease or financing costs, and mileage, are the sole responsibility
of the Executive.
b) Living Allowance: The Executive
shall be entitled to a living allowance gross all-inclusive sum
equal to $3,000 per month.
c) Relocation Allowance: The
Executive will be provided a one-time relocation allowance for her
move to Florida as follows; Mayors will select a moving company,
based upon submitted proposals, for handling the relocation of all
household goods and Mayors will pay the moving company directly.
The Company will also pay the Executive a maximum of $10,000 for
the purchase of household related items as such as blinds, carpets,
etc. (gross all-inclusive), a maximum of $11,000 for costs related
to the closing costs for the purchase of her Florida residence
excluding points paid for financing. The closing costs paid by the
Executive will be grossed-up for tax purposes for the items that
are not tax deductible.
d) Legal Allowance: The Executive
will be provided a one-time allowance of up to $1,000 for the legal
costs related to the review of this employment
agreement.
e) During the transition period to
South Florida until the Executive completes the sale of her
property and relocation to Florida, for a period of up to six (6)
months following the start date of employment and if longer to a
period agreed by the President & CEO, the commuting expenses
between New York and Florida and/or Canada will be reimbursed by
the Company in accordance with the travel policies and procedures
of the Company. During the transition period, the Executive agrees
to make their best effort to make all the necessary steps to
complete the relocation to Florida. .
It is understood that to the extent these
provisions generate taxable benefit for income tax purposes, these
taxes will be the sole responsibility of the Executive.
3. Termination
3.1 Certain Definitions . For
purposes of this Agreement, the following terms have the meanings
indicated:
a) “Cause” shall mean:
(i) the willful and continued failure by the Executive to
substantially perform the Executive’s duties for the Company
(other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness, or any such actual or
anticipated failure after the Executive announces her intention to
resign for Good Reason), (ii) the willful engaging by the Executive
in misconduct which is financially injurious to the Company, or
(iii) the Executive’s conviction or a pleading of guilty or
nolo contendre with respect to the commission of a felony or a
crime involving bad faith or dishonesty; (iv) the Executive’s
insubordination as determined by the superior and an
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