Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 49 275K
2: EX-10.41 Material Contract 8 33K
3: EX-10.42 Material Contract 4 19K
4: EX-10.43 Material Contract 4 20K
5: EX-10.44 Material Contract 4 19K
6: EX-10.45 Material Contract 4 19K
7: EX-10.46 Material Contract 5 20K
8: EX-23.1 Consent of Experts or Counsel 1 6K
9: EX-27.1 Financial Data Schedule 1 9K
EX-10.45 — Material Contract
| EX-10.45 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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OROAMERICA, INC.
443 North Varney Street
Burbank, CA 91502
August 8, 1996
Ms. Betty Sou PERSONAL AND
c/o OroAmerica, Inc. CONFIDENTIAL
443 North Varney Street Burbank, CA 91502
Dear Betty:
OroAmerica, Inc., a Delaware corporation (the "Company"), considers you a
valuable executive, and the Board of Directors (the "Board") has authorized
certain actions to reinforce and encourage your attention and dedication to your
duties without distraction in the event that the Company should become the
target of a hostile takeover attempt or enter into negotiations that could lead
to a change in control of the Company.
By this letter agreement (the "Agreement"), the Company agrees with you as
follows:
1. ENTITLEMENT TO TERMINATION BENEFIT. If you are in the employ of the
Company when a CHANGE IN CONTROL occurs, and if your employment is terminated
within one year after the CHANGE IN CONTROL occurs for any reason other than (a)
CAUSE, (b) your death, (c) your failure to return to full-time work after the
end of a DISABILITY PERIOD or (d) your resignation, you will be entitled to
receive a TERMINATION BENEFIT, as provided herein.
2. DEFINITIONS. As used herein, the following terms shall have the
following meanings:
"CAUSE", when used with reference to termination of your employment for
CAUSE, shall mean:
(a) Your continuing wilful and material breach of your duties to
the Company after you receive a demand from the Board specifying the manner
in which you have wilfully and materially breached such duties, other than
any such failure resulting from your DISABILITY; or
(b) your being prosecuted by any governmental agency or
prosecutor on charge of a felony;
Ms. Betty Sou
August 8, 1996
Page 2
(c) your committing fraud in the course of your employment with
the Company, such as embezzlement or other material and intentional
violation of law against the Company; or
(d) your gross misconduct causing material harm to the Company.
"CHANGE IN CONTROL" shall mean any transaction or occurrence as a result of
which Guy Benhamou ceases to beneficially own and have the power to vote (or
direct the voting of) securities having at least a majority of the voting power
of the outstanding voting securities of the Company, including any successor.
Guy Benhamou shall be deemed to be the beneficial owner of and to have the
voting power of any securities held in trust for the benefit of any one or more
of himself, his spouse, and his ancestors and descendants, including adopted
children.
"COMPANY" shall mean OroAmerica, Inc., and its consolidated subsidiaries,
any successor to its business and/or assets which assumes or becomes subject to
this Agreement by operation of law or otherwise and any parent corporation of
any such successor.
"DISABILITY" shall mean your full-time absence from your duties with the
Company, as a result of incapacity due to physical or mental illness.
"DISABILITY PERIOD" shall mean a period of six (6) months commencing on the
first day of a DISABILITY occurring after a CHANGE IN CONTROL.
"TERMINATION BENEFIT" shall mean an amount equal to one year's base salary
at whichever is the greater of the following: (a) the annual rate at which your
were receiving base salary on the date of on which the CHANGE IN CONTROL
occurred; and (b) the annual rate at which you were receiving base salary on the
date your employment terminated.
3. CONFIDENTIALITY. The Company believes, and you acknowledge, that
disclosure of the existence or terms of this Agreement would do irreparable harm
to the Company. Therefore, you agree that the terms and existence of this
Agreement are confidential, and you agree not to disclose its terms or the fact
that such an agreement exists without the express written consent of the
Company. If you fail to maintain such confidentiality, the Company shall have
the right to terminate this Agreement at any time and to refuse to pay the
TERMINATION BENEFIT to you.
Ms. Betty Sou
August 8, 1996
Page 3
4. OTHER PROVISIONS GOVERNING YOUR COMPENSATION.
4.1 During any DISABILITY PERIOD you shall continue to receive
your full base salary at the rate then in effect, unless and until your
employment is terminated.
4.2 If you become entitled to a TERMINATION BENEFIT, it shall be
paid in equal installments on the Company's regular pay days for executives
occurring during the twelve months following termination of your employment.
The Termination Benefit shall be in lieu of any severance pay, vacation pay and
sick leave pay to which you would otherwise be entitled in accordance with
Company policy.
4.3 You shall not be required to mitigate the amount of any
TERMINATION BENEFIT by seeking other employment or otherwise, nor shall the
amount of any TERMINATION BENEFIT be reduced by any compensation earned by you
as the result of employment by another employer, or otherwise.
4.4 Except as expressly provided otherwise herein, none of the
provisions of this Agreement is intended to curtail or limit in any way any
contractual rights which you may have under any Company plan in which you
participate or under any agreement binding on the Company to which you are a
party, and all such contractual rights shall survive the execution of this
Agreement and any CHANGE IN CONTROL. The TERMINATION BENEFIT shall not be
considered compensation for any benefit calculation or other purpose under any
retirement plan or other benefit plan maintained by the Company.
5. SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding on
and inure to the benefit of the Company and any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company. This Agreement
shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
6. TERMINATION OF AGREEMENT. This is not an Employment Agreement, and
the Company shall have the right to terminate your employment without CAUSE and
without becoming obligated to pay a TERMINATION BENEFIT, at any time before a
CHANGE IN CONTROL occurs. In addition to its rights under Paragraph 3 above,
the Company may terminate this Agreement effective at any time after June 30,
1997, by notice to you, if no CHANGE IN CONTROL has occurred prior to the giving
of such notice. Once terminated, this Agreement shall have no further force or
effect.
Ms. Betty Sou
August 8, 1996
Page 4
7. NOTICES. All 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 United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the first page of this Agreement, or to such other address as either 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. Notices to
the Company shall be directed to the attention of the Secretary of the Company.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all previous agreements, whether written or oral, relating to the
same subject matter. All such previous agreements between the parties hereto
are hereby terminated and shall have no further force or effect.
9. CHOICE OF LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California. If this letter correctly sets forth our understanding on the
subject matter hereof, kindly sign and return to the Company the enclosed copy
of this letter, which will then constitute our Agreement on this subject.
Very truly yours,
OROAMERICA, INC.
By /s/Guy Benhamou
-----------------------------------
GUY BENHAMOU, President
Agreed to this 8th day of
August, 1996.
/s/ Betty Sou
-------------------------------
Betty Sou
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/30/97 | | 3 |
| Filed on: | | 5/1/97 |
| For Period End: | | 1/31/97 | | | | | | | 4 |
| | 8/8/96 | | 1 | | 4 |
| List all Filings |
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