Employment and Non-Interference Agreement (2005)Full Document 

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      This Employment and Non-Interference Agreement, dated as of April 13, 1999
(this "Agreement"), is by and between George Bellino (the "Executive") and
Allied Fashion, Inc., a Delaware corporation (the "Company").


      WHEREAS, the Company wishes to obtain the future services of the Executive
for the Company;

      WHEREAS, the Executive is willing, upon the terms and conditions herein
set forth, to provide services hereunder;

      WHEREAS, the Company wishes to secure the Executive's non-interference,
upon the terms and conditions herein set forth; and

      WHEREAS, defined terms not defined herein shall have the respective
meanings set forth on Schedule 1 attached hereto;

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

      1. Nature of Employment

      The Company hereby employs Executive, and Executive agrees to accept such
employment, as Chief Executive Officer and President of the Company.

      2. Extent of Employment

      The Executive shall perform his obligations hereunder faithfully and to
the best of his ability under the direction of the Board of Directors of the
Company (the "Board of Directors"). The Executive shall devote all of his
business time, energy and skill as may be reasonably necessary for the
performance of his duties, responsibilities and obligations hereunder,
consistent with past practices and norms in similar positions and shall abide by
the rules, customs and usages from time to time established by the Company.
Nothing contained herein shall require Executive to follow any directive or to
perform any act which would violate any laws, ordinances, regulations or rules
of any governmental, regulatory or administrative body, agent or authority, any
court or judicial authority, or any public, private or industry regulatory
authority (collectively, "Regulations").


      3. Compensation During the Term of Employment, the Company shall pay
compensation to Executive as follows:

      (a) As base compensation for his services hereunder, in [bi-monthly]
installments, an annual base salary of $190,000. The Board of Directors shall
annually, and in its sole discretion, determine whether the base salary should
be increased and, if so, the amount of such increase.

      (b) The Executive is eligible to participate in the Company's Cash
Incentive Plan, and to earn a bonus, subject to further deliberation by the
Board of Directors, as set forth on Exhibit A hereto, and to be paid at the time
of the first meeting of the Board of Directors following receipt of audited
annual financial statements of the Company. Payment of the bonus is conditioned
upon the Executive being employed by the Company during the relevant performance
period and on the date which the bonus is paid.

      (c) The Company shall provide the Executive with an appropriate Company
car in accordance with its current and future usual and customary policies and
practices. The Company shall lease the car under the same terms and conditions
currently in place, and bear all expenses associated with it, except any
associated personal income tax liability of the Executive, and the cost of fuel
for the Executive's personal use of the car. The Company shall maintain adequate
liability insurance coverage related to the use and operation of the vehicle and
the Executive shall be named as additional insured on such policy.

      4. Term of Employment

      The "Term of Employment" shall commence on the date hereof and shall
continue for a term of two years; provided that, (i) such term shall continue
for the twelve month period following such two year period, and for each twelve
month period thereafter, unless at least 90 days prior to the scheduled
expiration date, either the Executive or the Company notifies the other of its
decision not to continue such term and (ii) should the Executive's employment by

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