THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of July 9, 2001, between FLD Acquisition Corp., a Georgia corporation (the
"Company"), and J. David Keller ("Executive"). This Agreement shall become
effective (the "Effective Date") only upon the consummation of the Merger
contemplated by the Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement"), by and among Full Line Distributors, Inc., a Georgia
corporation (the "Surviving Corporation"), Broder Bros., Co., a Michigan
corporation, and the Company, and this Agreement shall terminate on a
coterminous basis with the termination or expiration of the Merger Agreement.
In connection with the transactions contemplated by the Merger Agreement, the
Company shall merge with and into the Surviving Corporation.
The Company and Executive desire to enter into this Agreement to
provide the terms and conditions pursuant to which Executive will serve as an
executive for the Company's manufacturing division. The parties intend that
Executive will provide services to the Company for a 90-day period following the
Effective Date to assist with transitional matters.
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Executive, and Executive
hereby accepts employment with the Company, upon the terms and conditions set
forth in this Agreement for the period beginning and ending as provided in
paragraph 4 hereof (the "Employment Period").
2. Position and Duties.
(a) During the Employment Period, Executive shall serve a Vice-
President of the Company's Manufacturing Division and shall perform such duties
and render such services as are requested by the Company's senior officers and
its board of directors (the "Board").
(b) Executive shall report to the Company's Chief Executive Officer,
and Executive shall devote his best efforts and his full business time and
attention to the business and affairs of the Company and its Subsidiaries;
provided, that nothing in this paragraph 2(b) shall prohibit Executive from
devoting a reasonable amount of business time and attention to charitable
(c) For purposes of this Agreement, "Subsidiaries" shall mean any
corporation of which the securities having a majority of the voting power in
electing directors are, at the time of determination, owned by the Company,
directly or through one or more Subsidiaries.
3. Base Salary and Benefits.
(a) During the Employment Period, Executive's salary shall be $15,000
per month (the "Base Salary"), which salary shall be payable in regular
installments in accordance with the Company's general payroll practices and
shall be subject to customary withholding. In addition, during the Employment
Period, Executive shall be entitled to participate in all of the Company's
employee health, retirement and disability benefit programs for which employees
of the Company and its Subsidiaries are generally eligible.
(b) The Company shall reimburse Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Company's policies in effect from time to time
with respect to travel, entertainment and other business expenses, subject to
the Company's requirements with respect to reporting and documentation of such
(c) Other than the compensation and benefits set forth in this
Section 3, Executive shall not be entitled to any other remuneration in
connection with his employment hereunder.
(a) The Employment Period will commence on the Effective Date hereof
and shall terminate 90 days thereafter; provided that the Employment Period (i)
shall terminate upon Executive's death or Disability (as defined below) and (ii)
may be terminated by the Company at any time for Cause (as defined below) or
(b) Subject to the other terms and conditions of this paragraph 4(b),
if the Employment Period is terminated by the Company without Cause or if
Executive shall terminate the Employment Period for Good Reason (as defined
below) during the term of this Agreement, Executive shall be entitled to