# **Exhibit 10.95**

# **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 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 Companyentered into a certain Executive Employment Agreement with the Executive datedJanuary 21, 1999 (the “Employment Agreement”); and

WHEREAS, the Companydesires to continue to employ the Executive as the President — Girbaud Divisionon the terms and conditions herein set forth, and the Executive has agreed toaccept continued employment with the Company on the terms and conditions hereinset 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 President — Girbaud Divisionand agrees to continue the Executive in that position during the term of thisAgreement.

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 renewautomatically for a one (1) year period on each subsequent Renewal Date (assuch term is hereinafter defined), subject to the right of either party toterminate this Agreement as of any Renewal Date upon sixty (60) days priorwritten notice to the other party.  The“Renewal Date” shall be January 21st of any year under thisAgreement.

3.             ***Base Salary.***The Executive’s base salary forfiscal year 2002 shall be Three Hundred Fifty Thousand Dollars ($350,000).  Thereafter, the Executive’s base salary foreach fiscal year of the Company under this Agreement shall be at the rate ofThree Hundred Fifty Thousand Dollars ($350,000) per annum.  For purposes of this Agreement, “fiscalyear” shall

 

 

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mean calendar year. The Executive’s base salary shall be paid throughout the year inaccordance with the normal payroll practices of the Company.

4.             ***Incentive Compensation.***

A.            In addition to hisbase salary and to the extent that the Net Sales of Girbaud Sportswear (ashereinafter defined) of Isaacs, exceed Twenty Million Dollars ($20,000,000) inany fiscal year of Isaacs during the term of this Agreement, the Executiveshall be entitled to receive, within ninety (90) days after the end of suchfiscal 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 grossrevenue from the sales of Girbaud sportswear (excluding any product categoriesadded on or after the Effective Date, and shall specifically exclude, withoutlimitation children’s wear, activewear, or underwear) recorded in accordancewith 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 GirbaudWomen’s Products (as hereinafter defined) are at least Thirty Million Dollars($30,000,000), and (ii) Isaacs has Net Income (as hereinafter defined) of atleast Three Million Dollars ($3,000,000), Isaacs shall grant the Executive anon-qualified stock option to purchase Fifty Thousand (50,000) shares of commonstock, par value $0.0001 per share, of Isaacs (the “Common Stock”) under the1997 Omnibus Stock Option Plan of Isaacs, as amended, or such other stockoption plan of Isaacs as is then in effect (the “Option”) at a per shareexercise price equal to the fair market value of the Common Stock (asdetermined in accordance with the terms of the applicable stock option plan) onthe date the Option is granted to the Executive (the “Grant Date”).  Such Option shall be fully-vested andimmediately exercisable by the Executive as of the Grant Date.  Notwithstanding the foregoing, the Executiveshall be entitled to receive the Option with respect to any fiscal year only ifhe shall have been continuously employed by the Company under this Agreementfrom 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 revenuefrom the sales of those items defined as “Products” under the Trademark Licenseand Technical Assistance Agreement for Women’s Collections by and betweenLatitude Licensing Corp. and the Company dated as of March 4, 1998, as amendedthrough May 15, 2001, recorded in accordance with Isaacs’ normal revenuerecognition policies, less discounts, returns, allowances and off-price salesto off-price customers.  As used in thisAgreement, the term “Net Income” shall refer to Isaacs’ annual net income(after interest, depreciation and amortization, but before income taxes andIncentive Compensation) as reported on the annual consolidated Statement ofOperations for Isaacs, the Company and any other subsidiaries of Isaacs.

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

 

 

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health insurance programs, if any, as may beestablished from time to time by the Board of Directors of the Company for thebenefit of executive employees serving in similar capacities with the Company(and/or its affiliates), in accordance with the terms of such plans, as amendedby the Company from time to time; it being understood that there is noassurance 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 thisAgreement, the Executive shall serve as the President—Girbaud Division of theCompany and have such powers and shall perform such duties as shall be assignedto him by the Chief Executive Officer and that are incident and customary tothose 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, 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 to be inaccordance 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 be maintainedand presented in a format, and with such regularity, as the Company reasonablymay require in order to substantiate the Company’s right to claim income taxdeductions for such expenses.  Withoutlimiting the generality of the foregoing, the Executive shall be entitled toreimbursement for any business-related travel, business-related entertainment,whether at his residence or otherwise, and other

 

 

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 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 this Agreement) shall terminate immediately and without furthernotice 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 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 habitualneglect 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.      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 a termination of the Executive’s employment forCause, the Company shall pay the Executive his base salary through theeffective date of the employment termination, and the Executive shallimmediately thereafter forfeit all rights and benefits he would otherwise havebeen entitled to receive under this Agreement, including but not limited to anyright 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 tothe extent that 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 thereafter shall have no further obligations under this Agreementexcept as otherwise provided in this Section and Sections 13 and 14 of thisAgreement.

 

 

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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 January 21, 2005, the remaining base salary otherwise payableto the 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 January 21, 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 pursuant to Sections 3, 4, or 5 ofthis Agreement (including any right to the grant of the Option under Section4.B), except to the extent that such benefits shall have vested and continueafter the termination of the Executive’s employment under the terms of theapplicable benefit plans and programs or this Section 10.  The Company and the Executive shall have nofurther obligations under this Agreement except as otherwise provided in thisSection and Sections 13 and 14 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.

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

 

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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 thePresident—Girbaud Division, the Executive may terminate his employment at anytime by giving the Board of Directors written notice of his intent toterminate, delivered at least thirty (30) days prior to the effective date ofsuch termination.  If the Executive’semployment is terminated pursuant to this Section 11.B, the Company shall paythe 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 theExecutive’s employment is terminated before January 21, 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 ineffect immediately prior to the date the Executive’s employment wasterminated.  The payments described inthe immediately preceding sentence shall be reduced by any income paid to theExecutive during the severance period from other employment or consultingservices he performs for other persons or entities.  Within ninety (90) days after the end of the fiscal year in whichthe Executive terminates his employment pursuant to this Section 11.B, theCompany shall also pay the Executive a lump sum payment in an amount equal tothe Severance Bonus; provided, however, that if the Executive’s employment isterminated before January 21, 2005, the Company shall pay the Executive, withinninety (90) days after the end of each fiscal year remaining under theEmployment Period, a lump sum payment in an amount equal to the SeveranceBonus.  Upon termination of hisemployment, the Executive shall immediately forfeit all rights and benefits hewould otherwise have been entitled to receive, including but not limited to anyright to compensation and benefits 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 any such benefits shall have vested and continueafter the termination of the Executive’s employment under the terms of theapplicable benefit plans and programs or this Section 11.B.  The Company and the Executive shall have nofurther obligations under this Agreement except as otherwise provided in thisSection and Sections 13 and 14 of this Agreement.

12.           ***Non-Renewal.***  If,upon termination of the Employment Period, or uponany subsequent RenewalDate, other than pursuant to Section 9, 10, or 11 hereof, the Company shalldecide not to renew this Agreement for at least one (1) year, the Company shallpay 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 wasterminated.  Upon expiration of thisAgreement, the Executive shall immediately forfeit all rights and benefits hewould otherwise have been entitled to receive, including but not limited to anyright to compensation and benefits 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 any such benefits shall have vested and continueafter the termination of the Executive’s employment under the terms of theapplicable benefit plans and programs. 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.

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 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

 

 

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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 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

 

 

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terminated andshall be of no further effect as of the Effective Date, including theEmployment Agreement.

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

 

 

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such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any 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 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 WITNESS WHEREOF, the parties heretohave duly executed this Agreement as of the day and year first hereinabovewritten.

 
| **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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