Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 124 804K
2: EX-1.1 Underwriting Agreement 54 165K
3: EX-2.1 Agreement and Plan of Contribution 54 159K
4: EX-3.2 Amended and Restated Cert. of Incorporation 19 66K
5: EX-3.3 Bylaws of Donna Karan International Inc. 20 42K
6: EX-5.1 Opinion of Proskauer Rose Goetz & Mendelsohn LLP 2 10K
15: EX-10.10 Stockholders Agreement 9 29K
16: EX-10.11 Donna Karen Incentive Compensation Plan 8 33K
7: EX-10.2 1996 Stock Incentive Plan 20 96K
8: EX-10.3 1996 Non-Employee Director Stock Option Plan 17 76K
9: EX-10.4 Registration Rights Agreement 33 106K
10: EX-10.5 Form License Agree. Bet Gab Studio & Donna Karan 55 109K
Co.
11: EX-10.6 Guaranty of Donna Karan International Inc. 3 11K
12: EX-10.7 Form of License Agree Bet Donna Karan & Stephen W 12 35K
13: EX-10.8 Employment Agreement/Donna Karan 20 51K
14: EX-10.9 Employment Agreement/Stephan Weiss 18 46K
17: EX-23.1 Consent of Ernst & Young LLP 1 8K
18: EX-24 Power of Attorney 1 10K
EX-10.8 — Employment Agreement/Donna Karan
| EX-10.8 | 1st Page of 20 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.8
WM&C DRAFT 6/6/96
EMPLOYMENT AGREEMENT
AGREEMENT entered as of the ____ day of June, 1996 by and
between DONNA KARAN INTERNATIONAL INC., a Delaware corporation, having an office
at 550 Seventh Avenue, New York, NY 10018 (the "Company") and DONNA KARAN
("Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive was the founder of the predecessor entities of the
Company and has acted as chief executive and Chief Designer for such entities
for more than ten years; and
WHEREAS, the Company recognizes that Executive's talents and abilities
are unique, and have been integral to the success of such predecessor entities;
and
WHEREAS, the Company wishes to secure the ongoing services of
Executive on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, it is agreed as
follows:
1. Employment. The Company hereby employs Executive and Executive
----------
hereby accepts employment by the Company on the terms and conditions hereinafter
set forth, to act as Chairman of the Board of Directors, Chief Executive Officer
and Chief Designer for the Company, its subsidiaries and affiliated companies,
and, if so elected, to act as Chairman of the Board of
Directors of the Company and of its subsidiaries and affiliated companies.
2. Duties and Scope of Authority. The Company hereby agrees that,
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except to the extent that Executive otherwise consents in writing, during the
term of this Agreement:
(a) Executive shall be the sole Chairman, sole Chief Executive Officer
and sole Chief Designer for the Company, its subsidiaries and affiliated
companies;
(b) The Company shall cause Executive to be nominated as a director of
the Company on management's slate of nominees;
(c) All executives of the Company, its divisions, subsidiaries and
affiliates shall report directly or indirectly to Executive;
(d) Executive's authority, jurisdiction and responsibility as
Chairman, Chief Executive Officer and Chief Designer shall not be diminished in
form or substance from the authority, jurisdiction and responsibility that is
presently provided to the predecessor entities of the Company she presently
enjoys;
(e) Executive shall have ultimate creative and artistic control over
any and all items produced by the Company or any of its subsidiaries and
licensees, including ultimate control of the design, presentation, advertising,
marketing, licensing, sublicensing and other exploitation (including, but not
limited to, for so long as Executive is Chairman, Chief Executive Officer or
Chief Designer, sole authority to execute any and all license and
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sublicense agreements or agreements of any kind relating to licensing and
sublicensing) of such products and brands;
(f) Executive shall have the right to approve or disapprove any and
all of the Company's strategic plans, products, licenses, new divisions, new
brands, and organizational structure; and
(g) No action will be taken by the Company to diminish the scope of
Executive's responsibility and authority as set forth herein, or to render it
difficult or impossible for Executive to carry out her duties.
3. Location; Office and Staff. During the term of this Agreement,
--------------------------
the Company's principal executive offices shall be in New York City and
Executive shall not be required to relocate to any other location. During the
term of this agreement the Company shall provide Executive with an office and
staff in the Company's New York City executive headquarters no less favorable to
Executive than that presently provided to her.
4. Devotion of Time. During the term hereof, the Executive shall
----------------
devote substantially all of her business time and attention to the business and
affairs of the Company and its subsidiaries and affiliated companies and use her
best efforts to promote the business and reputation thereof, except that
Executive may engage in the following activities during the term of her
employment for her own personal benefit: (i) personal endorsements, personal
appearances, radio, television and theater programs, motion pictures, recordings
and video cassettes, laser
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disks and other similar items intended for viewing by the general public
(provided that the subject matter does not relate principally to products sold
by the Company, its subsidiaries, affiliates or its sub-licensees), (ii)
creation of biographical and autobiographical materials, (iii) writing books and
other writings, (iv) speaking and teaching engagements, (v) photography, (vi)
the fine arts, (vii) designing (including apparel designing) for stage, films,
television and other such media, (viii) the operation and/or ownership of
restaurants, health food shops and spas, (ix) architectural, industrial and
interior design services (exclusive of home furnishings other than samples), (x)
the design, manufacture and sale of limited editions of products of the Company
based upon such architectural, industrial and interior designs, (xi)
consultation services in connection with any of the foregoing activities;
provided, that such activities shall not interfere with Executive's primary
obligations to the Company. Executive shall have no interest in, and will not
perform any service for, any other business entity which is in direct
competition with the Company's principal product lines and price points, which
activity could reasonably be anticipated to have a material adverse effect on
the Company's business or operations taken as a whole, except that this
prohibition shall not apply to passive investments by Executive in publicly-
traded companies or Executive's investment in Gabrielle Studio, Inc.
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5. Term. The term of this Agreement shall commence as of the date
----
hereof with respect to Executive's role as Chairman, Chief Executive Officer and
Chief Designer, and shall continue for an initial term ending on December 31,
1999. Such initial term (the "Initial Term") shall continue thereafter in
automatically renewable successive terms of three year periods as Chairman of
the Board of Directors, Chief Executive Officer and Chief Designer, unless
terminated (i) by the Company for "cause" as provided in paragraph 9(c) hereof,
or (ii) by Executive as provided in paragraphs 9(a) or 9(b) hereof. All aspects
of this Agreement shall remain in full force and effect as long as Executive
continues to serve as either Chairman of the Board of Directors, Chief Executive
Officer or Chief Designer hereunder (or any combination thereof).
6. Compensation. In consideration for the services to be rendered by
------------
Executive for any capacity for which she is employed hereunder, the Company
agrees to:
(a) pay to Executive a base salary at the rate of $500,000 per annum,
such amount to be paid in equal installments on the Company's regular payroll
dates. In years subsequent to 1996, such salary shall be adjusted by the
percentage increase in the Consumer Price Index for All Urban Customers ("CPI-
U") for the month of November immediately preceding the relevant annual period
over the CPI-U of the preceding annual period. The "CPI-U" referred to herein
is that CPI-U published by the Bureau of Labor Statistics, U.S. Department of
Labor, for all United States
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cities (U.S. city average), based upon 1982-4 equalling 100, or the successor or
supplement thereto if publication thereof should be discontinued or modified.
(b) in respect of each fiscal year of the Company during the term of
employment commencing with the 1996 fiscal year, pay to Executive an incentive
bonus equal to a percentage of Executive's then current salary, which percentage
shall be equal to: the Company's Adjusted Pretax Profit (as defined below) for
the fiscal year in question divided by $50,000,000 (which quotient shall be
expressed as a percentage) less 60 percentage points, which resulting percentage
will then by multiplied by 2.5. The incentive bonus shall not be less than zero
nor more than 100% of Executive's then current base salary. If this Agreement
terminates at any time other than the end of a fiscal year, then the Executive
shall be entitled to an incentive bonus equal to the product of the amount of
the incentive bonus payable for the fiscal year ended prior to the termination
of the Executive's employment multiplied by a fraction, the numerator of which
is the number of days from the commencement of the Company's fiscal year in
question to the date of termination, and the denominator of which is 365. Such
incentive bonus shall be paid within fifteen (15) days of the completion of the
Company's audited financial statements with respect to any fiscal year but not
later than April 15 of the succeeding year.
For purposes hereof, the "Adjusted Pretax Profit" of the Company for
any fiscal year shall mean the pretax income from
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continuing operations before (i) extraordinary items, (ii) cumulative effect of
changes in accounting principles for such fiscal year, (iii) royalties payable
for such year by the Company and any of its subsidiaries and affiliates to
Gabrielle Studio, Inc. (iv) the incentive bonuses payable to Donna Karan and
Stephan Weiss (but only to the extent these incentive bonuses have been
accrued), (v) those costs associated with operating a public company (i.e.,
----
directors' and officers' insurance, preparation of
Securities and Exchange Commission filings, etc.), and (vi) such other
adjustments as may be necessary to make the components of pretax income of the
Company for any fiscal year subsequent to 1996 comparable to the components of
pretax income of the Company for 1995.
(c) include Executive in the Company's employee benefit and stock
option plans, if any, upon terms commensurate with, and in a manner consistent
with, Executive's position in the Company, Executive's stature in the industry,
and the terms of such plans, which benefits to Executive shall be at least equal
to or greater than benefits received by any other employee of the Company,
except that Executive shall not participate in the Company's 1996 Stock
Incentive Plan or the 1996 Non-Employee Director Stock Option Plan (but shall be
eligible to participate in any subsequent Plans and except for the 1996 Non-
Employee Director Stock Opton Plan).
7. Expenses; Benefits. The Company shall pay or reimburse Executive
------------------
for all reasonable out-of-pocket expenses incurred in the performance of her
services hereunder, in accordance with the Company's applicable expense
reimbursement and related policies and procedures as in effect from time to
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time. In addition to Executive's base salary, incentive bonus and employee
benefits, which shall be reviewed periodically by the Compensation Committee of
the Board of Directors of the Company, Executive shall be entitled to
participate in all group life, health, hospital, medical and dental and
disability insurance programs maintained by the Company and made available to
senior executive officers of the Company generally. Executive shall also be
entitled to receive from the Company such benefits and perquisites as are
consistent with her position in the Company and her stature in the industry,
which benefits and perquisites shall be at least equal to or greater than those
received by any other employee of the Company. Such benefits provided by the
Company shall include, but not be limited to:
(a) the use by Executive of a late model top of the line automobile
selected by her; payment by the Company or reimbursement to Executive of all
expenses incurred for maintaining and garaging such automobile; a driver for
such automobile, who, in order to protect the Company's interest in Executive,
may also be required to serve as Executive's bodyguard; and payment to Executive
annually of such amount as is required to gross up the Executive for Federal,
state and local taxes payable as a result of these benefits.
(b) in all business travel, first-class transportation and lodging for
Executive and any of her family members traveling with her, if any, of a style
and nature which
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reflects the importance of Executive's position in the Company and in the
fashion industry.
8. Vacation. Executive shall be entitled to take such vacations and
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attend such meetings, conferences and conventions as she, in her sole
discretion, shall determine to be consistent with her responsibilities
hereunder, but shall not be less than the time that has been available to her
for such vacation and other activities on behalf of the predecessor entities of
the Company.
9. Termination.
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(a) This Agreement may be terminated by Executive without reason (i)
during the Initial Term in her capacity as Chief Executive Officer, provided
that during such Initial Term she remains as Chairman and Chief Designer
hereunder, and (ii) at any time after the Initial Term. Such termination shall
be by written notice effective not less than four (4) months after the giving of
such notice. For a period of one year after termination of this Agreement by
Executive pursuant to this Section 9(a), Executive shall not participate or
engage, directly or indirectly, for herself or on behalf of or in conjunction
with any person, partnership, corporation or other entity, in any business
activities that are directly competitive with the Company's current principal
product lines and price points and could reasonably be expected to have a
material adverse effect on the Company; provided, however, subject to the terms
-------- -------
and provisions of that certain Stockholders Agreement dated the date hereof by
and among the Company, the Executive, Stephan Weiss, the Trust under Trust
Agreement for the benefit of Lisa Weiss Keyes, Corey Weiss and Gabrielle Karan,
and the Trust under Trust Agreement for the benefit of Donna Karan, that this
Section 9(a) shall in no way limit Executive's ability to participate or engage,
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directly or indirectly, for herself or on behalf of or in conjunction with any
person, partnership, corporation or other entity in the business of Gabrielle
Studio, Inc.
(b) This Agreement may be terminated by Executive at any time after
the date hereof for "good reason" by written notice effective immediately. A
termination for "good reason" shall include:
(i) if at any time Executive shall (without her prior written consent)
not be Chairman of the Board and the sole Chief Executive Officer and the
sole Chief Designer;
(ii) the assignment of duties and responsibilities to Executive, or the
assignment of duties and responsibilities to others, that reduce or are
otherwise inconsistent with Executive's duties and responsibilities as set
forth herein, in any such instance without her prior written consent;
(iii) the Company's failure to pay to Executive all amounts duly
required to be paid to her hereunder in accordance with the terms hereof
(including all benefits under pension, retirement, benefits, etc.);
(iv) any other breach by the Company of a material provision of this
Agreement;
(v) a "change in control" of the Company, i.e., any of the following:
----
(x) the acquisition by any "person" (as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) other than a
person who is a shareholder of the Company on the effective date of the
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registration statement filed under the Securities Act of 1933 as amended
relating to the first public offering of securities of the Company (an
"Initial Shareholder") of 30% or more of the voting power of securities of
the Company, or the acquisition by an Initial Shareholder other than
Executive (and excluding any such acquisition resulting from a purchase,
sale, or transfer of Takihyo Inc. stock by and between any of the current
stockholders of Takihyo Inc.) of an additional 5% of voting power of
securities of the Company over and above that owned immediately after the
closing date of the initial public offering of the Company's common stock;
(y) any merger or sale of substantially all of the assets of the Company
under circumstances where the holders of 20% or more of the equity
securities of the surviving entity of such transaction were not holders of
the Common Stock of the Company immediately prior to consummation of such
transaction; or (z) any change in the composition of the Board of Directors
of the Company not approved by: (i) a majority of the Board of Directors of
the Company prior to such change; and (ii) by not less than two directors
of the Company who were directors prior to the time any "person" who was
not an Initial Shareholder acquired 30% or more of the voting power of
securities of the Company;
(vi) any fundamental change to the business or operations of the
Company that is material to the Company as a whole and to which Executive
has not given her prior written consent; and
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(vii) a physician of acknowledged competency shall confirm in writing
to the Board of Directors of the Company that, in his professional opinion,
the demands of Executive's responsibilities hereunder are such that it
would materially and adversely affect her health for her to be required to
discharge the material aspects of her responsibilities hereunder.
In the event of a termination by Executive for "good reason", the Company shall
pay to Executive a lump sum cash payment promptly (but in any event within ten
days) after termination equal to the sum of Executive's base salary, as then in
effect, and incentive bonus (equal to the incentive bonus paid to Executive in
the fiscal year preceding the year in which such termination occurred) for the
greater of (i) a period of one year and (ii) the period which is remaining in
the term of her employment agreement. In such event, the Company shall also pay
to Executive an amount equal to three times the average incentive bonus paid to
Executive pursuant to paragraph 5(b) hereof in the three years preceding the
year (or in the event Executive has been employed hereunder for less than three
years, for such number of years as the incentive bonus has been paid if less
than three) in which such termination occurred.
(c) This Agreement may be terminated as provided in Section 9(e)
hereof and by the Company as provided in Section 9(e) hereof and at any time
after the date hereof only for "cause" (as hereinafter defined) by written
notice to Executive. The Company recognizes that for a period of years it (and
its predecessor entities) has been fully familiar with Executive's ability,
competence and judgment. Accordingly, "incompetence", "lack of
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diligence or judgment", "insubordination" and similar faults shall not
constitute grounds for termination for cause. For purposes of this Agreement,
"cause" shall mean only Executive's conviction in a court of law of a crime
involving money or other property of the Company. For a period of one year after
termination of this Agreement by the Company for cause, Executive agrees not to
participate or engage, directly or indirectly, for herself or on behalf of or in
conjunction with any person, partnership, corporation or other entity, in any
business activities that are directly competitive with the Company's current
principal product lines and price points and could reasonably be expected to
have a material adverse effect on the Company. After the date of termination of
Executive's employment for cause, the Company shall not be obligated to pay
Executive her base salary or incentive bonus paid, except for amounts due to the
date of termination.
(d) This Agreement shall terminate automatically upon Executive's
death. In the event of termination of Executive's employment as a result of her
death the Company shall pay to Executive's estate a lump sum cash payment
promptly after termination, equal to Executive's base salary as then in effect
and incentive bonus (equal to the incentive bonus paid to Executive in the
fiscal year preceding the year in which such termination occurred) for the
greater of (i) a period of one year and (ii) the period which is remaining in
the term of her employment agreement.
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(e) This Agreement shall terminate at the option of the Company if
Executive shall suffer "disability". For purposes hereof, "disability" shall
mean the inability of Executive, due to physical, mental or other cause, to
perform her material duties hereunder for a consecutive period of six (6)
months. The Company shall notify Executive in writing of its decision to
terminate the Agreement due to Executive's disability. If Executive disputes
that she is "disabled," Executive shall submit to the examination of a physician
appointed by the mutual agreement of the Company and Executive for the purpose
of determining whether Executive is able to perform her material duties and the
physician's decision shall be final and binding. In the event of termination of
Executive's employment as a result of disability, the Company shall pay to
Executive a lump sum cash payment promptly after termination equal to the sum of
Executive's base salary as then in effect and incentive bonus (equal to the
incentive bonus paid to Executive in the fiscal year preceding the year in which
such termination occurred) for the greater of (i) a period of one year and (ii)
the period which is remaining in the term of her employment agreement.
(f) Upon termination of Executive's employment under this Section 9
with respect to all positions and offices to which this Agreement relates,
Executive shall be deemed to have resigned as an officer of the Company and its
affiliates, if then so acting.
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10. Confidential Information. (a) The Executive acknowledges that
------------------------
because of her experience, knowledge and expertise and because of her duties and
her position of trust under this Agreement, she will be able to develop the
trust, confidence and good will of, and close relationships with, the customers
of the Company and will become familiar with the trade secrets and other
confidential information of the Company which are valuable assets and property
rights of the Company and its affiliates. Executive therefore agrees that she
will not, during the term of this Agreement or at any time thereafter, either
directly or indirectly, disclose to any person, firm or corporation such trade
secrets or other confidential information. The Executive agrees to retain all
such trade secrets and other confidential information in a fiduciary capacity
for the sole benefit of the Company, its successors and assigns. Upon
termination of her employment by the Company or at any time that the Company may
so request, Executive will surrender to the Company all records, papers, notes,
reports and other documents (and all copies thereof) relating to the business of
the Company and its affiliates, which she may then possess or have under her
control; except that Executive shall be permitted to retain copies of all papers
which relate to those activities in which Executive is permitted to engage
pursuant to the terms of the License Agreement dated the date hereof by and
between Gabrielle Studio, Inc. and Donna Karan Studio and, except that Executive
shall retain the right to have access to and make copies and
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extracts of the Company's design, advertising and public relations archives and
to borrow products from the Company's archives for temporary use, provided that
in no event shall such access be used in any business competitive with that of
the Company. A matter shall no longer be deemed a trade secret or confidential
when it becomes publicly known through no fault of Executive. The provisions
of this paragraph shall survive the expiration or termination of this Agreement.
(b) In the event that any of the covenants set forth in this paragraph
or in paragraph 9 hereof are more restrictive than permitted by the laws of the
jurisdiction in which the Company seeks enforcement thereof, each of such
covenants shall be deemed limited to the extent permitted by such laws and
modified to conform therewith by the Court or other tribunal before which an
enforcement action is brought, in the exercise of its equitable jurisdiction.
11. Equitable Remedies. The services of the Executive are of a
------------------
unique nature and of extraordinary value and of such a character that a breach
by Executive of the non-compete provisions of paragraph 9 hereof will result in
irreparable damage and injury to the Company for which the Company will not have
any adequate remedy at law. Therefore, in the event that Executive commits or
threatens to commit a breach of her agreement not to compete, the Company shall
have the right and remedy to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being agreed
-16-
that in any proceeding for an injunction, Executive's ability to answer in
damages shall not be a bar or interposed as a defense to the granting of such
injunction. The right and remedy enumerated above shall be in addition to, and
not in lieu of, any other rights and remedies available to the Company under law
or equity. The provisions of this paragraph 11 shall survive any expiration or
termination of this Agreement.
12. Separability. In the event that any provision or any portion of
------------
any provision of this Agreement shall be held to be void or unenforceable, the
remaining provisions of this Agreement (and the balance of any provisions held
void or unenforceable in part only) shall continue in full force and effect.
13. Authority to Enter Agreement. The Executive represents and
----------------------------
warrants that she is not subject to any existing employment agreement and that
she has made no commitment of any kind whatsoever inconsistent with the
provisions of this Agreement.
14. No Mitigation. In the event Executive's employment is
-------------
terminated, Executive shall have no duty to mitigate the Company's financial
obligations to her, and any amounts she receives that might otherwise be
considered to mitigate such obligations shall not be deemed to do so.
15. Indemnification. The Company will indemnify Executive to the
---------------
fullest extent permitted by law against all charges and expenses (including
reasonable legal expenses) in connection with any action or proceeding she
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is made a party by reason of her being an employee, officer or director of the
Company.
16. Reimbursement of Expenses. In the event it becomes necessary for
-------------------------
Executive to sue on any aspect of this Agreement, and the Company does not fully
prevail, then the Company shall reimburse Executive for all of her legal fees
and expenses (on a grossed-up basis to give effect to any taxes to Executive on
such reimbursed amount) in pursuing such matter.
17. Assignment. This Agreement may not be assigned by Executive, but
----------
may be assigned by the Company to any successor in interest in a transaction not
constituting a "change of control" as set forth in paragraph 9(b)(v) hereof.
This Agreement shall inure to the benefit of, and shall be binding upon the
Company, its permitted successors and assigns, and Executive, her legal
representatives, executors and administrators.
18. Entire Agreement. This Agreement contains the full and complete
----------------
understanding and agreement of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof.
19. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New York, without giving effect to
the conflicts of law provisions thereof.
20. Waiver; Amendments and Consents. No waiver by either party of
-------------------------------
any breach of any provision of this Agreement shall be deemed a waiver of any
preceding or succeeding breach of
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such provision or of any other provision herein contained. Any amendment to
this Agreement, and any consent or waiver by a party hereto to any provision of
this Agreement, shall be in writing and delivered to both parties to this
Agreement.
21. Notices. Except as otherwise specifically provided herein, any
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notice or other communication given hereunder shall be deemed sufficient if
delivered personally or sent by registered or certified mail, return receipt
requested, as follows:
If to the Company:
Donna Karan International Inc.
550 Seventh Avenue
New York, New York 10018
Attention: President
If to the Executive:
Ms. Donna Karan
550 Seventh Avenue
New York, New York 10018
The foregoing addresses may be changed by notice given in the manner
set forth in this paragraph 21.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
DONNA KARAN INTERNATIONAL INC.
By:
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Name:
Title:
----------------------------------
DONNA KARAN
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/31/99 | | 5 | | | | | None on these Dates |
| Filed on: | | 6/10/96 |
| List all Filings |
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