Exhibit 10









Exhibit 10.95




AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT is made as of this 17th day of April 2002 (this

“Agreement”), by and between I. C. Isaacs & Company L.P., a Delaware

limited partnership (the “Company”), and Daniel J. Gladstone (the

“Executive”).  I.C. Isaacs &

Company, Inc., a Delaware corporation and parent of the Company (“Isaacs”),

also joins in this Agreement for the limited purposes set forth in Section 4.B.




 




EXPLANATORY STATEMENT




WHEREAS, the Company

entered into a certain Executive Employment Agreement with the Executive dated

January 21, 1999 (the “Employment Agreement”); and




WHEREAS, the Company

desires to continue to employ the Executive as the President — Girbaud Division

on the terms and conditions herein set forth, and the Executive has agreed to

accept continued employment with the Company on the terms and conditions herein

set forth; and




WHEREAS, the Company

desires to amend and restate the Employment Agreement as follows.




NOW, THEREFORE, in

consideration of the premises and the mutual promises made herein, the parties

hereby agree to amend and restate the Employment Agreement as follows:




1.             Employment. 

The Company hereby employs the Executive as its President — Girbaud Division

and agrees to continue the Executive in that position during the term of this

Agreement.




2.             Term. 

This Agreement shall begin as of April 17, 2002 (the “Effective Date”)

and shall continue until January 21, 2006 (the “Employment Period”).  Thereafter, this Agreement shall renew

automatically for a one (1) year period on each subsequent Renewal Date (as

such term is hereinafter defined), subject to the right of either party to

terminate this Agreement as of any Renewal Date upon sixty (60) days prior

written notice to the other party.  The

“Renewal Date” shall be January 21st of any year under this

Agreement.




3.             Base Salary. The Executive’s base salary for

fiscal year 2002 shall be Three Hundred Fifty Thousand Dollars ($350,000).  Thereafter, the Executive’s base salary for

each fiscal year of the Company under this Agreement shall be at the rate of

Three Hundred Fifty Thousand Dollars ($350,000) per annum.  For purposes of this Agreement, “fiscal

year” shall




 




 





























 




mean calendar year. 

The Executive’s base salary shall be paid throughout the year in

accordance with the normal payroll practices of the Company.




4.             Incentive Compensation.




A.            In addition to his

base salary and to the extent that the Net Sales of Girbaud Sportswear (as

hereinafter defined) of Isaacs, exceed Twenty Million Dollars ($20,000,000) in

any fiscal year of Isaacs during the term of this Agreement, the Executive

shall be entitled to receive, within ninety (90) days after the end of such

fiscal year, incentive compensation in an amount equal one-half of one percent

(0.5%) of such excess (the “Incentive Compensation”).  “Net Sales of Girbaud Sportswear” shall mean the domestic gross

revenue from the sales of Girbaud sportswear (excluding any product categories

added on or after the Effective Date, and shall specifically exclude, without

limitation children’s wear, activewear, or underwear) recorded in accordance

with Isaacs’ normal revenue recognition policies, less discounts, returns,

allowances and off-price sales to off-price customers.




B.            Within ninety (90)

days after the end of each fiscal year in which (i) the Net Sales from Girbaud

Women’s Products (as hereinafter defined) are at least Thirty Million Dollars

($30,000,000), and (ii) Isaacs has Net Income (as hereinafter defined) of at

least Three Million Dollars ($3,000,000), Isaacs shall grant the Executive a

non-qualified stock option to purchase Fifty Thousand (50,000) shares of common

stock, par value $0.0001 per share, of Isaacs (the “Common Stock”) under the

1997 Omnibus Stock Option Plan of Isaacs, as amended, or such other stock

option plan of Isaacs as is then in effect (the “Option”) at a per share

exercise price equal to the fair market value of the Common Stock (as

determined in accordance with the terms of the applicable stock option plan) on

the date the Option is granted to the Executive (the “Grant Date”).  Such Option shall be fully-vested and

immediately exercisable by the Executive as of the Grant Date.  Notwithstanding the foregoing, the Executive

shall be entitled to receive the Option with respect to any fiscal year only if

he shall have been continuously employed by the Company under this Agreement

from the Effective Date through the last day of such fiscal year.  For purposes of this Agreement, the term

“Net Sales of Girbaud Women’s Products” shall mean the domestic gross revenue

from the sales of those items defined as “Products” under the Trademark License

and Technical Assistance Agreement for Women’s Collections by and between

Latitude Licensing Corp. and the Company dated as of March 4, 1998, as amended

through May 15, 2001, recorded in accordance with Isaacs’ normal revenue

recognition policies, less discounts, returns, allowances and off-price sales

to off-price customers.  As used in this

Agreement, the term “Net Income” shall refer to Isaacs’ annual net income

(after interest, depreciation and amortization, but before income taxes and

Incentive Compensation) as reported on the annual consolidated Statement of

Operations for Isaacs, the Company and any other subsidiaries of Isaacs.




5.             Other Benefits.  During

the term of this Agreement, the Executive shall also be entitled to participate

in or receive benefits under all of the Company’s benefit plans, programs,

arrangements and practices, including pension, disability, and group life,

sickness, accident or




 




 




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health insurance programs, if any, as may be

established from time to time by the Board of Directors of the Company for the

benefit of executive employees serving in similar capacities with the Company

(and/or its affiliates), in accordance with the terms of such plans, as amended

by the Company from time to time; it being understood that there is no

assurance with respect to the establishment of such plans or, if established,

the continuation of such plans during the term of this Agreement.




6.             Duties.




 




A.      During the term of this

Agreement, the Executive shall serve as the President—Girbaud Division of the

Company and have such powers and shall perform such duties as shall be assigned

to him by the Chief Executive Officer and that are incident and customary to

those of the president of a division. 

The Chief Executive Officer shall have final authority regarding the sourcing,

styling, pricing, distribution and marketing of Girbaud sportswear.




 




B.      The Executive shall devote his full time, attention, skill, and

energy to the performance of his duties under this Agreement, and shall comply

with all reasonable professional requests of the Company; provided, however,

that the Executive will be permitted to engage in and manage personal

investments and to participate in community and charitable affairs, so long as

such activities do not interfere with his duties under this Agreement.




7.          Vacation

and Sick Leave.




A.      The Executive shall be entitled to a total

of four (4) weeks of vacation each fiscal year of the Company, such vacation to be in

accordance with the terms of the Company’s announced policy for executive

employees, as in effect from time to time. 

The Executive may take his vacation at such time or times as shall not

interfere with the performance of his duties under this Agreement.




B.      The

Executive shall be entitled to paid sick leave and holidays in accordance with

the Company’s announced policy for executive employees, as in effect from time

to time.




8.             Expenses. 

The Company shall reimburse the Executive for all reasonable expenses,

including without limitation expenses for first class service for international

air travel, incurred in connection with his duties on behalf of the Company,

provided that the Executive shall keep, and present to the Company, records and

receipts relating to reimbursable expenses incurred by him.  Such records and receipts shall be maintained

and presented in a format, and with such regularity, as the Company reasonably

may require in order to substantiate the Company’s right to claim income tax

deductions for such expenses.  Without

limiting the generality of the foregoing, the Executive shall be entitled to

reimbursement for any business-related travel, business-related entertainment,

whether at his residence or otherwise, and other




 




 




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 costs and

expenses reasonably incident to the performance of his duties on behalf of the

Company.




9.             Termination of Employment for Cause.  Notwithstanding the provisions of Section 2

of this Agreement, the Executive’s employment (and all of his rights and

benefits under this Agreement) shall terminate immediately and without further

notice upon the happening of any one or more of the following events:




A.      The Executive has been or is guilty of (i)

a criminal offense involving moral turpitude, (ii) criminal or dishonest

conduct pertaining to the business or affairs of the Company (including,

without limitation, fraud and misappropriation), (iii) any act or omission the

intended or likely consequence of which is material injury to the Company’s

business, property or reputation, which act or omission continues uncured for a

period of ten (10) days after the Executive has received written notice from

the Company, and/or (iv) gross negligence or willful misconduct which continues

uncured for a period of ten (10) days after the Executive has received written

notice from the Company;




B.      The

Executive persists, for a period of fifteen (15) days after written notice from

the Company, in willful misconduct injurious to the Company’s interest, willful

breach in the performance of his duties under this Agreement, or habitual

neglect by the Executive in the performance of his duties under this Agreement

(other than as a result of incapacity for physical or mental illness);




C.      The

Executive’s death; or




D.      The

continuous and uninterrupted inability to perform the Executive’s duties and

responsibilities under this Agreement, on behalf of the Company for a period of

one hundred and eighty (180) days from the first day of such inability to

perform his duties.




Subsections A, B, C, & D of this Section 9 hereinafter are referred

to collectively and individually as “Cause”.




 




Upon a termination of the Executive’s employment for

Cause, the Company shall pay the Executive his base salary through the

effective date of the employment termination, and the Executive shall

immediately thereafter forfeit all rights and benefits he would otherwise have

been entitled to receive under this Agreement, including but not limited to any

right to compensation pursuant to Sections 3, 4, and 5 of this Agreement

(including any right to the grant of the Option under Section 4.B), except to

the extent that such benefits shall have vested and continue after the

termination of the Executive’s employment under the terms of the applicable

benefit plans and programs.  The Company

and the Executive thereafter shall have no further obligations under this Agreement

except as otherwise provided in this Section and Sections 13 and 14 of this

Agreement.




 




 




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10.           Termination of Employment by the Company Without Cause.  Notwithstanding the provisions of Section 2

of this Agreement, the Board of Directors may terminate the Executive’s

employment as provided under this Agreement, at any time, for reasons other

than for Cause by notifying the Executive in writing of such termination.  If the Executive’s employment is terminated

pursuant to this Section 10, the Company shall pay the Executive in accordance

with the normal payroll practices of the Company, an amount equal to one (1)

year of the Executive’s base salary, or, if the Executive’s employment is

terminated before January 21, 2005, the remaining base salary otherwise payable

to the Executive during the Employment Period, in either case, the Executive’s

base salary shall be payable at the rate and in the manner required by Section

3 of this Agreement and in effect immediately prior to the date the Executive’s

employment was terminated.  The payments

described in the immediately preceding sentence shall be reduced by any income

paid to the Executive during the severance period from other employment or

consulting services he performs for other persons or entities.  Within ninety (90) days after the end of the

fiscal year in which the Executive’s employment is terminated pursuant to this

Section 10, the Company shall also pay the Executive a lump sum payment in an

amount equal to the Executive’s Incentive Compensation for the last full fiscal

year of the Company ending prior to the date the Executive’s employment was

terminated (the “Severance Bonus”); provided, however, that if

the Executive’s employment is terminated before January 21, 2005, the Company

shall pay the Executive, within ninety (90) days after the end of each fiscal

year remaining under the Employment Period, a lump sum payment in an amount

equal to the Severance Bonus.  Upon

termination of his employment, the Executive shall immediately forfeit all

rights and benefits he would otherwise have been entitled to receive, including

but not limited to any right to compensation pursuant to Sections 3, 4, or 5 of

this Agreement (including any right to the grant of the Option under Section

4.B), except to the extent that such benefits shall have vested and continue

after the termination of the Executive’s employment under the terms of the

applicable benefit plans and programs or this Section 10.  The Company and the Executive shall have no

further obligations under this Agreement except as otherwise provided in this

Section and Sections 13 and 14 of this Agreement.




11.           Termination of Employment by the Executive; Constructive Discharge.




A.            Notwithstanding the

provisions of Section 2 of this Agreement, the Executive may terminate this

Agreement at any time by giving the Board of Directors written notice of his

intent to terminate, delivered at least sixty (60) days prior to the effective

date of such termination.




Upon expiration of

the sixty (60) day notice period (or such earlier date as may be approved by

the Board of Directors), the termination by the Executive shall become

effective.  Upon the effective date of

such termination, the Company’s obligations under Sections 3, 4, and 5 of this

Agreement shall immediately expire, except to the extent that such benefits

shall have vested and continue after the termination of the Executive’s

employment under the terms of the applicable benefit plans and programs.  The Company and the Executive shall have no

further




 




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obligations

under this Agreement except as otherwise provided in this Section and Sections

13 and 14.




B.            In the event the

Company persists, for a period of fifteen (15) days after written notice from

the Executive, in assigning the Executive duties that are materially

inconsistent with the duties that are incident and customary to those of the

President—Girbaud Division, the Executive may terminate his employment at any

time by giving the Board of Directors written notice of his intent to

terminate, delivered at least thirty (30) days prior to the effective date of

such termination.  If the Executive’s

employment is terminated pursuant to this Section 11.B, the Company shall pay

the Executive, in accordance with the normal payroll practices of the Company,

an amount equal to one (1) year of the Executive’s base salary, or, if the

Executive’s employment is terminated before January 21, 2005, the remaining

base salary otherwise payable during the Employment Period, in either case at

the rate and in the manner required by Section 3 of this Agreement and in

effect immediately prior to the date the Executive’s employment was

terminated.  The payments described in

the immediately preceding sentence shall be reduced by any income paid to the

Executive during the severance period from other employment or consulting

services he performs for other persons or entities.  Within ninety (90) days after the end of the fiscal year in which

the Executive terminates his employment pursuant to this Section 11.B, the

Company shall also pay the Executive a lump sum payment in an amount equal to

the Severance Bonus; provided, however, that if the Executive’s employment is

terminated before January 21, 2005, the Company shall pay the Executive, within

ninety (90) days after the end of each fiscal year remaining under the

Employment Period, a lump sum payment in an amount equal to the Severance

Bonus.  Upon termination of his

employment, the Executive shall immediately forfeit all rights and benefits he

would otherwise have been entitled to receive, including but not limited to any

right to compensation and benefits pursuant to Sections 3, 4, or 5 of this

Agreement (including any right to the grant of the Option under Section 4.B),

except to the extent that any such benefits shall have vested and continue

after the termination of the Executive’s employment under the terms of the

applicable benefit plans and programs or this Section 11.B.  The Company and the Executive shall have no

further obligations under this Agreement except as otherwise provided in this

Section and Sections 13 and 14 of this Agreement.




12.           Non-Renewal.  If,

upon termination of the Employment Period, or upon  any subsequent Renewal

Date, other than pursuant to Section 9, 10, or 11 hereof, the Company shall

decide not to renew this Agreement for at least one (1) year, the Company shall

pay the Executive in accordance with the normal payroll practices of the

Company, an amount equal to one (1) year of his base salary at the rate and in

the manner required by Section 3 of this Agreement and in effect immediately

prior to the date the Executive’s employment with the Company was terminated

provided that the Executive shall not have violated the provisions of Sections

13 and 14 hereof.  The payments

described in the immediately preceding sentence shall be reduced by any income

paid to the Executive during the severance period from other employment or

consulting services he performs for other persons or entities.  The Company shall also pay the Executive a

lump sum payment, within ninety (90) days after the end of the fiscal




 




6





























 




year in which this Agreement expires, in an amount

equal to the Executive’s Incentive Compensation for the last full fiscal year

of the Company ending prior to the date the Executive’s employment was

terminated.  Upon expiration of this

Agreement, the Executive shall immediately forfeit all rights and benefits he

would otherwise have been entitled to receive, including but not limited to any

right to compensation and benefits pursuant to Sections 3, 4, or 5 of this

Agreement (including any right to the grant of the Option under Section 4.B),

except to the extent that any such benefits shall have vested and continue

after the termination of the Executive’s employment under the terms of the

applicable benefit plans and programs. 

The Company and the Executive shall have no further obligations under

this Agreement except as otherwise provided in this Section and Sections 13 and

14 of this Agreement.




13.           Non-Competition.  The

Executive and the Company recognize that due to the nature of his employment,

and his relationship with the Company, the Executive has had and will have

access to, has acquired and will acquire, and has assisted and will assist in

developing, confidential and proprietary information relating to the business

and operations of the Company (for purposes of this Section 13 and Section 14

below, the Company shall mean the Company, Isaacs and any of its/their

affiliates, predecessors, or successors) including, without limitation,

information with respect to their present and prospective services, systems,

products, clients, customers, agents, and sales and marketing methods.  The Executive acknowledges that such

information has been and will be of central importance to the Company’s

business and that disclosure of it to others or its use by others could cause

substantial loss to the Company.  The

Executive and the Company also recognize that an important part of the

Executive’s duties will be to develop good will for the Company through his

personal contact with the Company’s clients, and that there is a danger that

this good will, a proprietary asset of the Company, may follow the Executive if

and when his relationship with the Company is terminated.




A.      The Executive agrees that during the term of his employment

with the Company, and for a period of ninety (90) days after the termination of

his employment for any reason whatsoever, including the non-renewal of this

Agreement by either party, the Executive will not, directly or indirectly,

within the United States, whether as a partner, proprietor, employee,

consultant, agent or otherwise, participate or engage in any business that

competes with, restricts or interferes with the business of the Company,

including, without limitation, any business in the young men’s and women’s

contemporary sportswear and jeanswear industry.




B.      The Executive further agrees that, during the term of his

employment with the Company, and for a period of one (1) year after the

termination of his employment for any reason whatsoever, including the

non-renewal of this Agreement by either party:




                (i)        The Executive agrees that he shall not,

directly or indirectly (for his own account, or for the account of others),

urge any current or potential client, customer, supplier or contractor of the

Company to discontinue business, in




 




 




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whole or in part, or not to do business, with the

Company or otherwise interfere with the Company’s relationship or potential

relationship with any parties;




 




               (ii)        The Executive agrees that he shall not,

directly or indirectly (for his own account, or for the account of others),

solicit, hire or arrange to hire any person who at the time of such hire or

within one (1) year prior to the time of such hire was an employee of the

Company and was not involuntarily terminated by the Company, for himself or for

any business entity with which he may be, or may be planning to be, affiliated

or associated, or otherwise interfere with the retention of employees that the

Company desires to retain as such.




The Executive

expressly acknowledges and agrees (i) that the restrictions set forth herein

are reasonable, in terms of scope, duration, geographic area, and otherwise,

(ii) that the protections afforded to the Company hereunder are necessary to

protect its legitimate business interests, and (iii) that the agreement to

observe such restrictions form a material part of the consideration for this

Agreement and the Executive’s employment by the Company.




14.           Confidential Information.  The Executive agrees that, during the term of his employment with

the Company, and for a period of one (1) year after the termination of his

employment for any reason whatsoever (including the non-renewal of this

Agreement by either party), he shall not disclose to any person or use the same

in any way, other than in the discharge of his duties under this Agreement in

connection with the business of the Company, any trade secrets or confidential

or proprietary information of the Company, including, without limitation, any

information or knowledge relating to (i) the business, operations or internal

structure of the Company, (ii) the clients (or customers) or potential clients

(or potential customers) of the Company, (iii) any method and/or procedure

(such as records, programs, systems, correspondence, or other documents),

relating or pertaining to projects developed by the Company or contemplated to

be developed by the Company, or (iv) the Company’s business, which information

or knowledge the Executive shall have obtained during the term of this

Agreement, and which is otherwise of a secret or confidential nature.  Further, upon leaving the employ of the

Company for any reason whatsoever, the Executive shall not take with him,

without prior written consent of the Board of Directors of the Company, any

documents, forms, or other reproductions of any data or any information

relating to or pertaining to the Company, any clients (or customers) or

potential clients (or potential customers) of the Company, or any other

confidential information or trade secrets and will promptly return any such

materials already in his possession to the Company.




15.           Entire Agreement; Amendments, Other Agreements.  This Agreement contains the entire

understanding of the Executive and the Company with respect to employment of

the Executive and supersedes any and all prior understandings, written or

oral.  This Agreement may not be

amended, waived, discharged or terminated orally, but only by an instrument in

writing.  Any earlier employment

agreements between the Executive and the Company are hereby




 




 




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terminated and

shall be of no further effect as of the Effective Date, including the

Employment Agreement.




16.           Miscellaneous.




A.      Any notices required by this Agreement shall (i) be made in

writing and mailed by certified mail, return receipt requested, with adequate

postage prepaid; (ii) be deemed given when so mailed; (iii) be deemed received

by the addressee within ten (10) days after given or when the certified mail

receipt for such mail is executed, whichever is earlier; and (iv) in the case

of the Company, be mailed to its principal office, or in the case of the

Executive, be mailed to the last address that the Executive has given to the

Company.




B.      This Agreement shall be binding upon and inure to the benefit

of, the parties, their successors, assigns, personal representatives,

distributees, heirs, and legatees.




C.      This Agreement shall be governed by, and construed and enforced

in accordance with, the laws of the State of Maryland, without giving effect to

the principles of conflicts of law thereof.




D.      Any dispute regarding any aspect of this Agreement or any act

which allegedly has or would violate any provision of this Agreement will be

submitted to binding arbitration.  Such

arbitration shall be conducted before an arbitrator sitting in a location

agreed to by the Company and the Executive within fifty (50) miles of the

location of the Executive’s principal place of employment, in accordance with

the rules of the American Arbitration Association then in effect.  Each party will be entitled to limited

discovery, to consist of a maximum of three (3) depositions (maximum two (2)

hours each), and twenty-five (25) written interrogatories per party, which will

be completed within one hundred twenty (120) days following the selection of

the arbitrator.  Judgment may be entered

on the award of the arbitrator in any court having competent jurisdiction.




E.       Any failure by the Company to insist upon strict compliance

with any term or provision of this Agreement, to exercise any option, to

enforce any right, or to seek any remedy upon any breach by the Executive shall

not affect, or constitute a waiver of, the Company’s right to insist upon such

strict compliance, exercise such option, enforce such right, or seek such

remedy with respect to such breach or any prior, contemporaneous, or subsequent

breach.  No custom or practice of the

Company at variance with any provision of this Agreement shall affect or

constitute a waiver of, the Company’s right to demand strict compliance with

all provisions of this Agreement.




F.       Any provision of this Agreement which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed

severable from the remainder of this Agreement, and the remaining provisions

contained in this Agreement shall be construed to preserve to the maximum

permissible extent the intent and purposes of this Agreement.  Any




 




 




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such prohibition or

unenforceability in any jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction.




 




G.      It is recognized that damages in the event of breach of any

provision of Sections 13 and 14 above by the Executive would be difficult, if

not impossible, to ascertain, and it is therefore agreed that the Company, in

addition to and without limiting any other remedy or right it may have, will be

entitled to a decree of specific performance, mandamus or other appropriate

remedy to enforce performance of such requirements.




H.      The headings used in this Agreement are solely for convenience

of reference and will not be deemed to limit, characterize, or in any way

affect any provision of this Agreement, and all provisions of this Agreement

will be enforced and construed as if no heading had been used.




I.        This Agreement may be executed in two or more counterparts,

each of which shall be deemed to be an original, and all of which, when taken

together, shall be deemed to be one and the same instrument.




 




 




 




 




 




 




[Remainder of page intentionally left blank.]




 




 




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          IN WITNESS WHEREOF, the parties hereto

have duly executed this Agreement as of the day and year first hereinabove

written.




 




	

  I. C. ISAACS & COMPANY L.P.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:  


  	

  I.C. ISAACS & COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ Robert J.

  Arnot


  
	

   


  	

  Robert J. Arnot


  
	

   


  	

  President


  
	

   


  	

   


  
	

   


  	

   


  
	

  EXECUTIVE


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/ Daniel J. Gladstone


  
	

  Daniel J. Gladstone


  
	

   


  	

   


  
	

   


  	

   


  
	

  For the limited

  purposes set forth in Section 4.B:


  
	

   


  	

   


  
	

  I.C. ISAACS & COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ Robert J.

  Arnot


  
	

   


  	

  Robert J. Arnot


  
	

   


  	

  President


  
			





 




 




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