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 Isador E. Mitzner ("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 the
president of the Company's manufacturing division.
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 as President
of the Company's Manufacturing Division and shall have the normal duties,
responsibilities and authority of the President of the Manufacturing Division,
subject to the overall direction and authority of 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
activities, and from performing services for T Shirt Brokerage Services, Inc.
("TSBS") so long as such services do not interfere with Executive's duties to
(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 base salary shall be
$250,000 per annum and shall be subject to review by the Chief Executive Officer
or his designee (the "Supervising Officers") on an annual basis (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. Executive shall be entitled to four weeks
of paid vacation per calendar year.
(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) During the Employment Period, Executive will be eligible to earn
an annual target performance bonus of up to $100,000 during each calendar year
ended December 31/st/, (commencing with the year ended December 31, 2001). Such
bonus will be payable based on the attainment of the performance targets and
objectives for each such year, which will be established annually by the