Vermont Teddy Bear Co. Inc. Contracts
Sample Business Contracts
Employment Agreement - Vermont Teddy Bear Co. Inc. and Elisabeth B. Robert
Employment Forms
- Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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- Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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The Vermont Teddy Bear Co., Inc.
Shelburne, Vermont 05482
July 1, 1996
Ms. Elisabeth B. Robert
Shelburne, VT 05482
Dear Liz:
This letter is to follow up on our recent discussions and confirm our
agreement concerning the terms of your continued employment by The Vermont
Teddy Bear Co., Inc. (the "Company"). Except as specifically set forth in this
letter, this agreement is intended to amend and supersede your existing
Employment Agreement, dated August 28, 1995 (the "August 28 Agreement"). Our
agreement is as follows:
1. Position. You shall continue to be employed as Treasurer, Chief
Financial Officer and Senior Vice-President of the Company and you shall
continue to devote all of your business time, attention, skill and efforts to
the business and affairs of the Company, with such duties as shall be assigned
to you by the Board of Directors. In the absence of R. Patrick Burns, you
shall act as the Company's President and Chief Executive Officer. You shall be
based at the Company's Shelburne, Vermont offices.
2. Term. Your employment shall continue for a term ending June 30, 2001,
unless earlier terminated in accordance with this agreement.
3. Base Salary. Commencing July 1, 1996, your base salary shall be
$100,000, increasing to $110,000 on July 1, 1997, and to $120,000 on July 1,
1998. For the year commencing on July 1, 1999, and thereafter, your base
salary shall be renegotiated.
4. Annual Bonus. In addition to your base salary, you will be entitled
to a bonus for each fiscal year during the term, based upon the Company's net
operating profit, calculated and payable as follows:
For the year ended June 30, 1997: 3% of any operating profit in excess of
$500,000 and a non-qualified stock option
to purchase 5,000 shares of the Company's
Common Stock at an exercise price of $0.01
per share. The non-qualified stock option
shall be granted by the Company in fiscal
year 1997, vesting as of February 1, 1997.
For the year ended June 30, 1998: a sum equal to the amount by which 3% of
any operating profit in excess of
$1,000,000 exceeds $10,000.
For the year ended June 30, 1999: a sum equal to the amount by which 3% of
any operating profit in excess of
$1,500,000 exceeds $20,000.
For the year ended June 30, 2000: 3% of any operating profit in excess of
$2,000,000.
For the year ended June 30, 2001: 3% of any operating profit in excess of
$2,500,000.
The cash bonus shall be paid in cash and within sixty (60) days
following the end of the fiscal year to which the bonus relates.
5. Stock Options. In addition to the stock options you are entitled to
receive under the August 28 Agreement, you shall be entitled to receive one or
more incentive stock options to purchase a total of 225,000 shares of the
Company's common stock at a purchase price equal to the market price on the
date of grant, which is July 1, 1996, under the Company's 1993 Incentive Stock
Option Plan as currently in effect. These options shall vest one quarter
annually on July 1 of each year commencing July 1, 1997.
6. Benefits. You shall continue to receive all of the Company benefits
set forth in the August 28 Agreement, including (a) a Thirty Thousand Dollar
($30,000) life insurance policy, (b) a company car of your choice, subject to
the Company's approval, which shall not be unreasonably withheld, and (c)
participation in all other benefit plans available to senior executive
employees of the Company in accordance with the policies and procedures
currently, or then in effect, as the case may be.
7. Indemnification. The Company shall indemnify you (and your estate) in
accordance with the Company's by-laws as in effect from time to time. This
indemnification by the Company shall survive termination or expiration of this
Agreement.
8. Termination. This Agreement may be terminated by either you or by the
Company at any time. If your employment is terminated by (a) you for "Good
Reason" or (b) the Company, for any reason other than for "Cause" at any time,
(i) you shall receive, in lieu of any other payment or benefit except as set
forth in this paragraph, and in a lump sum, an amount equal to eighteen (18)
months base salary, plus bonus for the year in which your employment was
terminated pro rated for the period you were employed, and (ii) all your
outstanding stock options which were subject to vesting on or prior to the end
of the fiscal year in which your employment was terminated shall immediately
vest and all your stock options shall continue to be exercisable for a period
of ten years after the date of their grant. Upon a termination of employment
by the Company at any time (other than for "Cause") the Company shall provide
you with reasonable outplacement services. Upon a termination by the Company
for "Cause" or by you without "Good Reason", you shall not be entitled to
receive any further payments or benefits following the date of your
termination.
If your employment is terminated on account of your death or your
disability which lasts (or is likely, based on reasonable medical evidence, to
last) for more than six consecutive months and renders you unable to perform
your duties under this Agreement, all outstanding stock options which were
subject to vesting on or prior to the end of the fiscal year in which your
employment was terminated shall immediately vest and all your stock options
shall continue to be exercisable for a period of ten years after the date of
their grant. Upon such termination for your death or disability, neither you
nor your estate shall be entitled to receive the salary continuation referred
to in clause (i) with respect to a termination by the Company for any reason
other than "Cause".
In the event that your employment is terminated within ninety days prior
to, or six months after, a "Change in Control", in addition to the other
benefits to which you would be entitled in the event of a termination by the
Company for any reason other than "Cause", all your stock options shall
continue to be exercisable for a period of ten years after the date of their
grant.
For purposes of this Agreement the terms "Good Reason", "Cause" and
"Change in Control" shall be defined as follows:
"Good Reason" means (a) the breach or contravention by the Company of any
provision of this agreement, (b) the assignment to you of any duties
inconsistent your status as a senior officer of the Company or a substantial
adverse alteration in the nature or status of your responsibilities from those
in effect on the Commencement Date, (c) a reduction in your annual base salary
as set forth herein or as the same may be increased from time to time and (d)
the failure of the company to provide you with the benefits contemplated
herein. Your continued employment shall not constitute consent to, or a waiver
of rights with respect to, any act or failure to act constituting Good Reason
hereunder.
"Cause" means (a) your conviction for, or guilty plea to, any felony, (b) your
commission of an act of personal dishonesty of breach of fiduciary duty which
involves personal profit in connection with employment by the Company or (c)
your material breach or contravention of any material provision of this
agreement or your commission of an act of gross negligence or willful
misconduct in the conduct of your duties to the Company; provided, however,
that in the cases of clauses (b) and (c), the Company shall have given you
ten business days' notice thereof, a reasonable opportunity to be heard by the
Board of Directors and, during such ten business day period, an opportunity to
cure.
"Change of Control" means (a) the Company is merged or consolidated with
another corporation or entity, (b) one person (together with its affiliates)
becomes the beneficial owner of 50% or more of the issued and outstanding
equity securities of the Company or (c) all or substantially all of the assets
of the Company are acquired by another corporation or entity.
9. Covenant Not To Compete. During the term and for a period of eighteen
(18) months following termination of your employment with the Company, you
shall not, directly or indirectly, whether as stockholder, officer, director,
employee, consultant or otherwise (except as a beneficial of less than 5% of
the number of shares of any publicly traded securities) engage in any business
that, with respect to 5% or more of its sales, competes with the Company in
the business of marketing and selling stuffed teddy bears.
10. Subject to Board and Shareholder Approval. The terms of this
Agreement are subject to approval by the Company's Board of Directors and, if
necessary, the additional incentive stock options are subject to shareholder
approval of appropriate amendments to the Company's 1993 Incentive Stock
Option Plan.
If the foregoing correctly sets forth your understanding of our Agreement,
please sign and return the enclosed copy of this letter to me.
Sincerely,
THE VERMONT TEDDY BEAR CO., INC.
By: /s/ Fred Marks
Fred Marks, Chairman of the Board
ACKNOWLEDGED AND AGREED TO:
/s/ Elisabeth Robert
Elisabeth B. Robert