# **Exhibit 10.94**

# **AMENDED AND RESTATED EXECUTIVE EMPLOYMENTAGREEMENT**

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 Eugene C. Wielepski (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 Vice President and ChiefFinancial Officer on the terms and conditions herein set forth, and theExecutive has agreed to accept continued employment with the Company on theterms 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 Vice President and ChiefFinancial Officer and agrees to continue the Executive in that position duringthe 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 (as hereinafterdefined), subject to the right of either party to terminate this Agreement asof any

 

 

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RenewalDate upon sixty (60) days prior written notice to theother party.  The “Renewal Date” shallbe May 15th of any fiscal year under this Agreement.

3.             ***Base Salary. ***TheExecutive’s base salary for fiscal year 2002 shall be Two Hundred ThousandDollars ($200,000).  Thereafter, theExecutive’s base salary for each fiscal year of the Company under thisAgreement shall be at the rate of Two Hundred Thousand Dollars ($200,000) perannum.  Such base salary may beincreased based on periodic reviews by the Compensation Committee of the Boardof Directors.  For purposes of thisAgreement, “fiscal year” shall mean calendar year.  The Executive’s base salary shall be paid throughout the year inaccordance with the normal payroll practices of the Company.

4.             ***Bonus; Stock Options***.

A.            In addition to his base salary,during the term of this Agreement, the Executive shall be entitled toparticipate in any bonus and stock option plans, programs, arrangements andpractices sponsored by the Company for the benefit of executive employeesserving in similar capacities with the Company (and/or its affiliates), if any,as may be established from time to time by the Board of Directors of theCompany for the benefit of such executive employees, in accordance with theterms of such plans, as amended by the Company from time to time; it beingunderstood that there is no assurance with respect to the establishment of suchplans or, if established, the continuation of such plans during the term ofthis Agreement.

B.            Isaacs shall grant the Executive, nolater than July 31, 2002, a non-qualified stock option to purchase at least TenThousand (10,000) shares of common stock, par value $0.0001 per share, ofIsaacs (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 theCommon Stock (as determined in accordance with the terms of the applicablestock option plan) on the date the Option is granted to the Executive (the“Grant Date”).  Such Option shall befully-vested and immediately exercisable by the Executive as of the GrantDate.  Notwithstanding the foregoing,the Executive shall be entitled to receive the Option only if he shall havebeen continuously employed by the Company under this Agreement from theEffective Date through the Grant Date.

 

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 establishedfrom time 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 by theCompany from time to time; it being understood that there is no assurance withrespect to the establishment of such plans or, if established, the continuationof such plans during the term of this Agreement.

 

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6.             ***Duties.***

A.      Duringthe term of this Agreement, the Executive shall serve as the Vice President andChief Financial Officer, have such powers and shall perform such duties as areincident and customary to his office, including those described in theCompany’s By-Laws (as amended from time to time), and shall perform such otheradditional executive and administrative duties and functions commensurate withsuch position as from time to time shall be assigned to him by the Board ofDirectors of the Company.  The Executiveshall perform such additional duties and functions without separatecompensation, unless otherwise authorized by the Board.

B.      The Executive shall devote his full time, attention, skill, andenergy to the performance of his duties under this Agreement, and shall complywith all reasonable professional requests of the Company; provided, however,that the Executive will be permitted to engage in and manage personalinvestments and to participate in community and charitable affairs, so long assuch activities do not interfere with his duties under this Agreement.

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

A.      The Executive shall be entitled to a totalof four (4) weeks of vacation each fiscal year of the Company, such vacation tobe in accordance with the terms of the Company’s announced policy for executiveemployees, as in effect from time to time. The Executive may take his vacation at such time or times as shall notinterfere with the performance of his duties under this Agreement.

B.      TheExecutive shall be entitled to paid sick leave and holidays in accordance withthe Company’s announced policy for executive employees, as in effect from timeto 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 costs andexpenses reasonably incident to the performance of his duties on behalf of theCompany.

 

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

 

 

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thisAgreement) shall terminate immediately and without further notice upon thehappening 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 dishonestconduct pertaining to the business or affairs of the Company (including,without limitation, fraud and misappropriation), (iii) any act or omission theintended or likely consequence of which is material injury to the Company’sbusiness, property or reputation, which act or omission continues uncured for aperiod of ten (10) days after the Executive has received written notice fromthe Company, and/or (iv) gross negligence or willful misconduct which continuesuncured for a period of ten (10) days after the Executive has received writtennotice from the Company;

B.      TheExecutive persists, for a period of fifteen (15) days after written notice fromthe Company, in willful misconduct injurious to the Company’s interest, willfulbreach in the performance of his duties under this Agreement, or habitual neglectby the Executive in the performance of his duties under this Agreement (otherthan as a result of incapacity for physical or mental illness);

C.      TheExecutive’s death; or

D.      Thecontinuous and uninterrupted inability to perform the Executive’s duties andresponsibilities under this Agreement, on behalf of the Company for a period ofone hundred and eighty (180) days from the first day of such inability toperform 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.

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

 

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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.  Upon termination of his employment, theExecutive shall immediately forfeit all rights and benefits he would otherwisehave been entitled to receive, including but not limited to any right tocompensation pursuant to Sections 3, 4, or 5 of this Agreement (including anyright to the grant of the Option under Section 4.B), except to the extent thatsuch benefits shall have vested and continue after the termination of theExecutive’s employment under the terms of the applicable benefit plans andprograms or this Section 10.  TheCompany and the Executive shall have no further obligations under thisAgreement except as otherwise provided in this Section and Sections 13 and 14of this Agreement.

11.           ***Termination of Employment by the Executive.***  Notwithstanding the provisions of Section 2of this Agreement, the Executive may terminate this Agreement at any time bygiving the Board of Directors written notice of his intent to terminate, deliveredat least sixty (60) days prior to the effective date of such termination.

Upon expiration ofthe sixty (60) day notice period (or such earlier date as may be approved bythe Board of Directors), the termination by the Executive shall becomeeffective.  Upon the effective date ofsuch termination, the Company’s obligations under Sections 3, 4, and 5 of thisAgreement shall immediately expire, except to the extent that such benefitsshall 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 obligations under this Agreement except as otherwise provided in thisSection and Sections 13 and 14.

 

12.           ***Non-Renewal.***  If,upon termination of the Employment Period, or uponany subsequentRenewal Date, other than pursuant to Section 9, 10, or 11 hereof, the Companyshall 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.  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

 

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andbenefits pursuant to Sections 3, 4, or 5 of this Agreement (including any rightto the grant of the Option under Section 4.B), except to the extent that any suchbenefits shall have vested and continue after the termination of theExecutive’s employment under the terms of the applicable benefit plans andprograms.  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.

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 have accessto, 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 Executive agrees that during the term of his employmentwith the Company, and for a period of ninety (90) days after the termination ofhis employment for any reason whatsoever, including the non-renewal of thisAgreement 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 thatcompetes with, restricts or interferes with the business of the Company,including, without limitation, any business in the young men’s and women’scontemporary sportswear and jeanswear industry.

B.      The Executive further agrees that, during the term of hisemployment with the Company, and for a period of one (1) year after thetermination of his employment for any reason whatsoever, including thenon-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 whole or in part, or not to do business,with the Company or otherwise interfere with the Company’s relationship orpotential 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

 

 

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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 wasnot involuntarily terminated by the Company, for himself or for any businessentity with which he may be, or may be planning to be, affiliated orassociated, or otherwise interfere with the retention of employees that theCompany desires to retain as such.

The Executiveexpressly acknowledges and agrees (i) that the restrictions set forth hereinare reasonable, in terms of scope, duration, geographic area, and otherwise,(ii) that the protections afforded to the Company hereunder are necessary toprotect its legitimate business interests, and (iii) that the agreement toobserve such restrictions form a material part of the consideration for thisAgreement and the Executive’s employment 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 thisAgreement by either party), he shall not disclose to any person or use the samein any way, 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(such as records, programs, systems, correspondence, or other documents),relating or pertaining to projects developed by the Company or contemplated tobe developed by the Company, or (iv) the Company’s business, which informationor knowledge the Executive shall have obtained during the term of thisAgreement, and which is otherwise of a secret or confidential nature.  Further, upon leaving the employ of theCompany for any reason whatsoever, the Executive shall not take with him,without prior written consent of the Board of Directors of the Company, anydocuments, forms, or other reproductions of any data or any informationrelating to or pertaining to the Company, any clients (or customers) orpotential clients (or potential customers) of the Company, or any otherconfidential information or trade secrets and will promptly return any suchmaterials already in his possession to 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 terminated andshall be of no further effect as of the Effective Date, including theEmployment Agreement.

 

 

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16.           ***Miscellaneous.***

A.      Any notices required by this Agreement shall (i) be made inwriting and mailed by certified mail, return receipt requested, with adequatepostage prepaid; (ii) be deemed given when so mailed; (iii) be deemed receivedby the addressee within ten (10) days after given or when the certified mailreceipt for such mail is executed, whichever is earlier; and (iv) in the caseof the Company, be mailed to its principal office, or in the case of theExecutive, be mailed to the last address that the Executive has given to theCompany.

B.      This Agreement shall be binding upon and inure to the benefitof, the parties, their successors, assigns, personal representatives,distributees, heirs, and legatees.

C.      This Agreement shall be governed by, and construed and enforcedin accordance with, the laws of the State of Maryland, without giving effect tothe principles of conflicts of law thereof.

D.      Any dispute regarding any aspect of this Agreement or any actwhich allegedly has or would violate any provision of this Agreement will besubmitted to binding arbitration.  Sucharbitration shall be conducted before an arbitrator sitting in a locationagreed to by the Company and the Executive within fifty (50) miles of thelocation of the Executive’s principal place of employment, in accordance withthe rules of the American Arbitration Association then in effect.  Each party will be entitled to limiteddiscovery, to consist of a maximum of three (3) depositions (maximum two (2)hours each), and twenty-five (25) written interrogatories per party, which willbe completed within one hundred twenty (120) days following the selection ofthe arbitrator.  Judgment may be enteredon the award of the arbitrator in any court having competent jurisdiction.

E.       Any failure by the Company to insist upon strict compliancewith any term or provision of this Agreement, to exercise any option, toenforce any right, or to seek any remedy upon any breach by the Executive shallnot affect, or constitute a waiver of, the Company’s right to insist upon suchstrict compliance, exercise such option, enforce such right, or seek suchremedy with respect to such breach or any prior, contemporaneous, or subsequentbreach.  No custom or practice of theCompany at variance with any provision of this Agreement shall affect orconstitute a waiver of, the Company’s right to demand strict compliance withall provisions of this Agreement.

F.       Any provision of this Agreement which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be deemedseverable from the remainder of this Agreement, and the remaining provisionscontained in this Agreement shall be construed to preserve to the maximumpermissible extent the intent and purposes of this Agreement.  Any such prohibition or unenforceability inany jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction.

G.      It is recognized that damages in the event of breach of anyprovision of Sections 13 and 14 above by the Executive would be difficult, ifnot impossible, to ascertain, and it is therefore agreed that the Company, inaddition to and without limiting any other remedy or

 

 

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right it may have, will beentitled to a decree of specific performance, mandamus or other appropriateremedy to enforce performance of such requirements.

 

H.      The headings used in this Agreement are solely for convenienceof reference and will not be deemed to limit, characterize, or in any wayaffect any provision of this Agreement, and all provisions of this Agreementwill 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 takentogether, shall be deemed to be one and the same instrument.

 

 

 

 

 

 

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IN WITNESSWHEREOF, the parties hereto have duly executed this Agreement as of the day andyear first hereinabove written.

 
| **I. C. ISAACS & COMPANY L.P.**                  |
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|                                                 |   |
|                                                 |   |
| By:                                                  | **I.C. ISAACS & COMPANY, INC.** |
|                                                 |   |
|                                                 |   |
| By:                                                  | /s/ Robert J.  Arnot |
|                                                 | Robert J. Arnot |
|                                                 | President |
|                                                 |   |
|                                                 |   |
| **EXECUTIVE**                                        |
|                                                 |   |
|                                                 |   |
| /s/ Eugene C. Wielepski                              |
| Eugene C. Wielepski                                  |
|                                                 |   |
|                                                 |   |
| 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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