# **Exhibit 10.93**

# **AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT**

THIS AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT is made as of this 17th day of April 2002 (this“Agreement”), by and between I. C. Isaacs & Company L.P., a Delawarelimited partnership (the “Company”), and Robert J. Arnot (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 Companyentered into a certain Executive Employment Agreement with the Executive datedMay 15, 1997, as amended by Amendment No. 1 to Employment Agreement by andbetween the Company and the Executive dated August 27, 1998, Amendment No. 2 toEmployment Agreement by and between the Company and the Executive datedFebruary 11, 1999, Amendment No. 3 to Employment Agreement by and between theCompany and the Executive dated January 3, 2000, Amendment No. 4 to EmploymentAgreement by and between the Company and the Executive dated March 31, 2001,and Amendment No. 5 to Employment Agreement dated January 2, 2002(collectively, the “Employment Agreement”); and

WHEREAS, the Companydesires to continue to employ the Executive as the Chairman of the Board, ChiefExecutive Officer and President on the terms and conditions herein set forth,and the Executive has agreed to accept continued employment with the Company onthe terms and conditions herein set forth; and

WHEREAS, the Companydesires to amend and restate the Employment Agreement as follows.

NOW, THEREFORE, inconsideration of the premises and the mutual promises made herein, the partieshereby agree to amend and restate the Employment Agreement as follows:

1.             ***Employment.*** The Company hereby employs the Executive as its Chairman of the Board,Chief Executive Officer and President and agrees to continue the Executive inthat position during the term of this Agreement.

2.             ***Term.*** This Agreement shall be effective as of April 17, 2002 (the “EffectiveDate”) and shall continue until May 15, 2006 (the “Employment Period”).  Thereafter, this Agreement shall renewautomatically for a one (1) year period on each subsequent Renewal Date (ashereinafter defined), subject to the right of either party to terminate thisAgreement as of any

 

 

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RenewalDate upon sixty (60) days prior written notice to theother party.  The “RenewalDate” shall be May 15th of any fiscalyear under this Agreement.

3.             ***Base Salary. ***TheExecutive’s base salary for fiscalyear 2002 andfiscal year 2003 shall be Four Hundred Thousand Dollars($400,000) andFour Hundred Twenty-Five Thousand Dollars ($425,000), respectively.  The Executive’s base salary for the remainder of the Employment Period shall be at the rate of FourHundred Fifty Thousand Dollars ($450,000) per annum.  For purposes of this Agreement,“fiscal year” shall meancalendar year.  TheExecutive’s base salary shall be paid throughout the year in accordance withthe normal payroll practices of the Company.

4.             ***Incentive Compensation; Stock Options.***

A.            In addition to hisbase salary and to the extent that Isaacs has Net Income (as hereinafterdefined) in excess of Two Million Dollars ($2,000,000) in any fiscal year(beginning with fiscal year 2002), during the term of this Agreement, theExecutive shall be entitled to receive, within ninety (90) days after the endof such fiscal year if the Executive is still employed with the Company,incentive compensation in an amount equal to six and one-half percent (6.5%) ofsuch excess (the “Incentive Compensation”). For purposes of this Agreement, the term “Net Income” shall refer toIsaacs’ annual net income (after interest, depreciation and amortization, butbefore income taxes and any Incentive Compensation) as reported on the annualconsolidated Statement of Operations for Isaacs, the Company and any othersubsidiaries of Isaacs.

B.            Within ninety (90)days after the end of each fiscal year (beginning with fiscal year 2002) inwhich Isaacs shall have Net Income of at least Three Million Dollars($3,000,000), Isaacs shall grant the Executive a non-qualified stock option topurchase Fifty Thousand (50,000) shares of common stock, par value $0.0001 pershare, of Isaacs (the “Common Stock”) under the 1997 Omnibus Stock Option Planof Isaacs, as amended, or such other stock option plan of Isaacs as is then ineffect (the “Option”) at a per share exercise price equal to the fair marketvalue of the Common Stock (as determined in accordance with terms of theapplicable stock option plan) on the date the Option is granted to theExecutive (the “Grant Date”).  SuchOption shall be fully-vested and immediately exercisable by the Executive as ofthe Grant Date.  Notwithstanding theforegoing, the Executive shall be entitled to receive the Option with respectto any fiscal year only if he shall have been continuously employed by theCompany under this Agreement from the Effective Date through the last day ofsuch fiscal year.

5.             ***Other Benefits. ***Duringthe term of this Agreement, the Executive shall also be entitled to participatein or receive benefits under all of the Company’s benefit plans, programs,arrangements and practices, including pension, disability, and group life,sickness, accident or health insurance programs, if any, as may be established fromtime to time by the Board of Directors of the Company for the benefit ofexecutive employees serving in similar capacities with the Company (and/or itsaffiliates), in accordance with the terms of such plans, as amended

 

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bythe Company from time to time; it being understood that there is no assurancewith respect to the establishment of such plans or, if established, thecontinuation of such plans during the term of this Agreement.

6.             ***Duties.***

A.      During the term of this Agreement, theExecutive shall serve as the Chairman of the Board, Chief Executive Officer andPresident, have such powers and shall perform such duties as are incident andcustomary to his office, including those described in the Company’s By-Laws (asamended from time to time), and shall perform such other additional executiveand administrative duties and functions commensurate with such position as fromtime to time shall be assigned to him by the Board of Directors of the Company.  The Executive shall perform such additionalduties and functions without separate compensation, unless otherwise authorizedby the Board.

B.      The Executiveshall devote his full time, attention, skill, and energy to the performance ofhis duties under this Agreement, and shall comply with all reasonableprofessional requests of the Company; provided, however, that the Executivewill be permitted to engage in and manage personal investments and toparticipate in community and charitable affairs, so long as such activities donot interfere with his duties under this Agreement.

7.          ***Vacationand Sick Leave.***

A.      TheExecutive 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 announcedpolicy for executive employees, as in effect from time to time.  The Executive may take his vacation at suchtime or times as shall not interfere with the performance of his duties under thisAgreement.

B.      The Executive shall be entitled to paidsick leave and holidays in accordance with the Company’s announced policy forexecutive 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 internationalair travel, incurred in connection with his duties on behalf of the Company,provided that the Executive shall keep, and present to the Company, records andreceipts relating to reimbursable expenses incurred by him.  Such records and receipts shall bemaintained and presented in a format, and with such regularity, as the Companyreasonably may require in order to substantiate the Company’s right to claimincome tax deductions for such expenses. Without limiting the generality of the foregoing, the Executive shall beentitled to reimbursement for any business-related travel, business-relatedentertainment, whether at his residence or otherwise, and other 

 

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costsand expenses reasonably incident to the performance of his duties on behalf ofthe Company.

 

 

                9.             ***Termination of Employment for Cause.***  Notwithstanding the provisions of Section 2of this Agreement, the Executive’s employment (and all of his rights andbenefits under this Agreement) shall terminate immediately and without furthernotice upon the happening of any one or more of the following events:

A.      TheExecutive has been or is guilty of (i) a criminal offense involving moralturpitude, (ii) criminal or dishonest conduct pertaining to the business oraffairs of the Company (including, without limitation, fraud andmisappropriation), (iii) any act or omission the intended or likely consequenceof 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 theExecutive has received written notice from the Company, and/or (iv) grossnegligence 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 offifteen (15) days after written notice from the Company, in willful misconductinjurious to the Company’s interest, willful breach in the performance of hisduties under this Agreement, or habitual neglect by the Executive in theperformance of his duties under this Agreement (other than as a result ofincapacity for physical or mental illness);

C.      The Executive’s death; or

D.      The continuous and uninterrupted inabilityto perform the Executive’s duties and responsibilities under this Agreement, onbehalf of the Company for a period of one hundred and eighty (180) days fromthe first day of such inability to perform his duties.

Subsections A, B, C, & D of this Section 9 hereinafter are referredto collectively and individually as “Cause”.

 

Upon atermination of the Executive’s employment for Cause, the Company shall pay theExecutive his base salary through the effective date of the employmenttermination, and the Executive shall immediately thereafter forfeit all rightsand benefits he would otherwise have been entitled to receive under thisAgreement, including but not limited to any right to compensation pursuant toSections 3, 4, and 5 of this Agreement (including any right to the grant of theOption under Section 4.B), except to the extent that such benefits shall havevested and continue after the termination of the Executive’s employment underthe terms of the applicable benefit plans and programs.  The Company and the Executive thereaftershall have no further obligations under this Agreement except as otherwiseprovided 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 2of this Agreement, the Board of Directors may terminate the Executive’semployment as provided under this Agreement, at any time, for reasons otherthan for Cause by notifying the Executive in writing of such termination.  If the Executive’s employment is terminatedpursuant to this Section 10, the Company shall pay the Executive in accordancewith 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 isterminated before May 15, 2005, the remaining base salary otherwise payable tothe Executive during the Employment Period, in either case, the Executive’sbase salary shall be payable at the rate and in the manner required by Section3 of this Agreement and in effect immediately prior to the date the Executive’semployment was terminated.  The paymentsdescribed in the immediately preceding sentence shall be reduced by any incomepaid to the Executive during the severance period from other employment orconsulting services he performs for other persons or entities.  Within ninety (90) days after the end of thefiscal year in which the Executive’s employment is terminated pursuant to thisSection 10, the Company shall also pay the Executive a lump sum payment in anamount equal to the Executive’s Incentive Compensation for the last full fiscalyear of the Company ending prior to the date the Executive’s employment wasterminated (the “Severance Bonus”); provided, however, that ifthe Executive’s employment is terminated before May 15, 2005, the Company shallpay the Executive, within ninety (90) days after the end of each fiscal yearremaining under the Employment Period, a lump sum payment in an amount equal tothe Severance Bonus.  Upon terminationof his employment, the Executive shall immediately forfeit all rights andbenefits he would otherwise have been entitled to receive, including but notlimited to any right to compensation pursuant to Sections 3, 4, or 5 of thisAgreement (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 afterthe termination of the Executive’s employment under the terms of the applicablebenefit plans and programs or this Section 10. The Company and the Executive shall have no further obligations underthis Agreement except as otherwise provided in this Section and Sections 13 and14 of this Agreement.

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

A.            Notwithstanding theprovisions of Section 2 of this Agreement, the Executive may terminate thisAgreement at any time by giving the Board of Directors written notice of hisintent to terminate, delivered at least sixty (60) days prior to the effectivedate of such termination.

 

Uponexpiration of the sixty (60) day notice period (or such earlier date as may beapproved by the Board of Directors), the termination by the Executive shallbecome effective.  Upon the effectivedate of such termination, the Company’s obligations under Sections 3, 4, and 5of this Agreement shall immediately expire, except to the extent that suchbenefits shall have vested and continue after the termination of the Executive’semployment under the terms of the applicable benefit plans and programs.  The Company and the Executive shall have nofurther

 

 

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obligationsunder this Agreement except as otherwise provided in this Section and Sections13 and 14.

B.            In the event theCompany persists, for a period of fifteen (15) days after written notice fromthe Executive, in assigning the Executive duties that are materiallyinconsistent with the duties that are incident and customary to those of theChairman, President and Chief Executive Officer, the Executive may terminatehis employment at any time by giving the Board of Directors written notice ofhis intent to terminate, delivered at least thirty (30) days prior to the effectivedate of such termination.  If theExecutive’s employment is terminated pursuant to this Section 11.B, the Companyshall pay the Executive, in accordance with the normal payroll practices of theCompany, an amount equal to one (1) year of the Executive’s base salary, or, ifthe Executive’s employment is terminated before May 15, 2005, the remainingbase salary otherwise payable during the Employment Period, in either case atthe rate and in the manner required by Section 3 of this Agreement and in effectimmediately prior to the date the Executive’s employment was terminated.  The payments described in the immediatelypreceding sentence shall be reduced by any income paid to the Executive duringthe severance period from other employment or consulting services he performsfor other persons or entities.  Within ninety (90) days after theend of the fiscal year in which the Executive terminates his employmentpursuant to this Section 11.B, the Company shall also pay the Executive a lumpsum payment in an amount equal to the Severance Bonus; provided, however, thatif the Executive’s employment is terminated before May 15, 2005, the Companyshall pay the Executive, within ninety (90) days after the end of each fiscalyear remaining under the Employment Period, a lump sum payment in an amountequal to the Severance Bonus.  Upontermination of his employment, the Executive shall immediately forfeit allrights and benefits he would otherwise have been entitled to receive, includingbut not limited to any right to compensation and benefits pursuant to Sections3, 4, or 5 of this Agreement (including any right to the grant of the Optionunder Section 4.B), except to the extent that any such benefits shall havevested and continue after the termination of the Executive’s employment underthe terms of the applicable benefit plans and programs or this Section11.B.  The Company and the Executiveshall have no further obligations under this Agreement except as otherwiseprovided 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 RenewalDate, other than pursuant to Section 9, 10, or 11hereof, the Company shall decide not to renew this Agreement for at least one(1) year, the Companyshall pay the Executive in accordance with the normal payroll practices of theCompany, an amount equal to one (1) year of his base salary at the rate and inthe manner required by Section 3 of this Agreement and in effect immediatelyprior to the date the Executive’s employment with the Company was terminatedprovided that the Executive shall not have violated the provisions of Sections13 and 14 hereof.  The paymentsdescribed in the immediately preceding sentence shall be reduced by any incomepaid to the Executive during the severance period from other employment orconsulting services he performs for other persons or entities.  The Company shall also pay the Executive alump sum payment, within ninety (90) days after the end of the fiscal

 

 

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year in which this Agreement expires, in an amountequal to the Executive’s Incentive Compensation for the last full fiscal yearof the Company ending prior to the date the Executive’s employment was terminated.  Upon expiration of this Agreement, theExecutive shall immediately forfeit all rights and benefits he would otherwisehave been entitled to receive, including but not limited to any right tocompensation 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 tothe extent that any such benefits shall have vested and continue after thetermination of the Executive’s employment under the terms of the applicablebenefit plans and programs.  The Companyand the Executive shall have no further obligations under this Agreement exceptas otherwise provided in this Section and Sections 13 and 14 of this Agreement.

13.           ***Non-Competition. ***TheExecutive and the Company recognize that due to the nature of his employment,and his relationship with the Company, the Executive has had and will haveaccess to, has acquired and will acquire, and has assisted and will assist indeveloping, confidential and proprietary information relating to the businessand operations of the Company (for purposes of this Section 13 and Section 14below, the Company shall mean the Company, Isaacs and any of its/theiraffiliates, 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 suchinformation has been and will be of central importance to the Company’sbusiness and that disclosure of it to others or its use by others could causesubstantial loss to the Company.  TheExecutive and the Company also recognize that an important part of theExecutive’s duties will be to develop good will for the Company through hispersonal contact with the Company’s clients, and that there is a danger thatthis good will, a proprietary asset of the Company, may follow the Executive ifand when his relationship with the Company is terminated.

A.      The Executiveagrees that during the term of his employment with the Company, and for aperiod of ninety (90) days after the termination of his employment for anyreason 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 orinterferes with the business of the Company, including, without limitation, anybusiness in the young men’s and women’s contemporary sportswear and jeanswearindustry.

B.      The Executivefurther agrees that, during the term of his employment with the Company, andfor a period of one (1) year after the termination of his employment for anyreason 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 theCompany to discontinue business, in

 

 

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whole or in part, or not to do business, with theCompany or otherwise interfere with the Company’s relationship or potentialrelationship 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 orwithin one (1) year prior to the time of such hire was an employee of theCompany and was not involuntarily terminated by the Company, for himself or forany business entity with which he may be, or may be planning to be, affiliatedor associated, or otherwise interfere with the retention of employees that theCompany 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 tothe Company hereunder are necessary to protect its legitimate businessinterests, and (iii) that the agreement to observe such restrictions form amaterial part of the consideration for this Agreement and the Executive’semployment by the Company.

14.           ***Confidential Information.***  The Executive agrees that, during the term of his employment withthe Company, and for a period of one (1) year after the termination of hisemployment for any reason whatsoever (including the non-renewal of this Agreementby either party), he shall not disclose to any person or use the same in anyway, other than in the discharge of his duties under this Agreement inconnection with the business of the Company, any trade secrets or confidentialor proprietary information of the Company, including, without limitation, anyinformation or knowledge relating to (i) the business, operations or internalstructure of the Company, (ii) the clients (or customers) or potential clients(or potential customers) of the Company, (iii) any method and/or procedure (suchas records, programs, systems, correspondence, or other documents), relating orpertaining to projects developed by the Company or contemplated to be developedby the Company, or (iv) the Company’s business, which information or knowledgethe Executive shall have obtained during the term of this Agreement, and whichis otherwise of a secret or confidential nature.  Further, upon leaving the employ of the Company for any reasonwhatsoever, the Executive shall not take with him, without prior written consentof the Board of Directors of the Company, any documents, forms, or otherreproductions of any data or any information relating to or pertaining to theCompany, any clients (or customers) or potential clients (or potentialcustomers) of the Company, or any other confidential information or tradesecrets and will promptly return any such materials already in his possessionto the Company.

15.           ***Entire Agreement; Amendments, Other Agreements.***  This Agreement contains the entireunderstanding of the Executive and the Company with respect to employment ofthe Executive and supersedes any and all prior understandings, written ororal.  This Agreement may not beamended, waived, discharged or terminated orally, but only by an instrument inwriting.  Any earlier employmentagreements between the Executive and the Company are hereby

 

 

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terminated and shall be of no further effect as of theEffective Date, including the Employment Agreement.

 

16.           ***Miscellaneous.***

 

A.      Any noticesrequired by this Agreement shall (i) be made in writing and mailed by certifiedmail, return receipt requested, with adequate postage prepaid; (ii) be deemedgiven 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 itsprincipal office, or in the case of the Executive, be mailed to the lastaddress that the Executive has given to the Company.

 

B.      This Agreementshall be binding upon and inure to the benefit of, the parties, theirsuccessors, assigns, personal representatives, distributees, heirs, andlegatees.

C.      This Agreementshall be governed by, and construed and enforced in accordance with, the lawsof the State of Maryland, without giving effect to the principles of conflictsof law thereof.

D.      Any disputeregarding any aspect of this Agreement or any act which allegedly has or wouldviolate any provision of this Agreement will be submitted to bindingarbitration.  Such arbitration shall beconducted before an arbitrator sitting in a location agreed to by the Companyand the Executive within fifty (50) miles of the location of the Executive’sprincipal place of employment, in accordance with the rules of the AmericanArbitration Association then in effect. Each party will be entitled to limited discovery, to consist of amaximum of three (3) depositions (maximum two (2) hours each), and twenty-five(25) written interrogatories per party, which will be completed within onehundred twenty (120) days following the selection of the arbitrator.  Judgment may be entered on the award of thearbitrator in any court having competent jurisdiction.

E.       Any failure bythe Company to insist upon strict compliance with any term or provision of thisAgreement, to exercise any option, to enforce any right, or to seek any remedyupon any breach by the Executive shall not affect, or constitute a waiver of,the Company’s right to insist upon such strict compliance, exercise suchoption, enforce such right, or seek such remedy with respect to such breach orany prior, contemporaneous, or subsequent breach.  No custom or practice of the Company at variance with anyprovision of this Agreement shall affect or constitute a waiver of, theCompany’s right to demand strict compliance with all provisions of thisAgreement.

F.       Any provisionof this Agreement which is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be deemed severable from the remainder of thisAgreement, and the remaining provisions contained in this Agreement shall beconstrued to preserve to the maximum permissible extent the intent and purposesof this Agreement.  Any

 

 

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such prohibition or unenforceability in any jurisdictionshall not invalidate or render unenforceable such provision in any otherjurisdiction.

 

G.      It is recognizedthat damages in the event of breach of any provision of Sections 13 and 14 aboveby the Executive would be difficult, if not impossible, to ascertain, and it istherefore agreed that the Company, in addition to and without limiting anyother remedy or right it may have, will be entitled to a decree of specificperformance, mandamus or other appropriate remedy to enforce performance ofsuch requirements.

 

H.      The headingsused in this Agreement are solely for convenience of reference and will not bedeemed to limit, characterize, or in any way affect any provision of thisAgreement, and all provisions of this Agreement will be enforced and construedas if no heading had been used.

 

I.        This Agreementmay be executed in two or more counterparts, each of which shall be deemed tobe an original, and all of which, when taken together, shall be deemed to beone and the same instrument.

 

 

 

 

 

 

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            IN WITNESSWHEREOF, theparties hereto have duly executed this Agreement as of the day and year firsthereinabove written.

 
| **I. C. ISAACS & COMPANY L.P.**                  |
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|                                                 |   |
|                                                 |   |
| By:                                                  |   **I.C. ISAACS & COMPANY, INC.** |
|                                                 |   |
|                                                 |   |
| By:                                                  |  /s/ Eugene C. Wielepski |
|                                                 | Eugene C. Wielepski |
|                                                 | Vice-President |
|                                                 |   |
|                                                 |   |
| **EXECUTIVE**                                        |
|                                                 |   |
|                                                 |   |
| /s/ Robert J. Arnot                                  |
| Robert J. Arnot                                      |
|                                                 |   |
|                                                 |   |
| For the limited purposes  set forth in Section  |
| 4.B:                                                 |
|                                                 |
| **I.C. ISAACS & COMPANY, INC.**                  |
|                                                 |   |
|                                                 |   |
| By:                                                  | /s/ Eugene C.  Wielepski |
|                                                 | Eugene C. Wielepski |
|                                                 | Vice-President |

 

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