Employment, Confidentiality and Noncompete Agreement - Build-A-Bear Workshop Inc. and Tina L. Klocke
EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT
This Employment, Confidentiality and Noncompete Agreement
("Agreement") is entered into effective as of the 7th day of March, 2004, by and
between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
Tina L. Klocke ("Employee").
WHEREAS, Company desires to employ and Employee desires to be employed
as the Chief Workshop Officer of Company.
WHEREAS, Company has pioneered the retail concept of "make your own"
stuff plush toys, including animals and dolls, and is engaged in, among other
things, the business of production, marketing, promotion and distribution of
plush stuff toys, clothing, accessories and similar items, including without
limitation, the ownership, management, franchising, leasing and development of
retail stores in which the basic operation is the selling of such items, and the
promotion of the related concepts and characters through merchandising and mass
media. The Company is headquartered and its principal place of business are
located in, and this Agreement is being signed in, St. Louis, Missouri.
WHEREAS, Company conducts business in selected locations throughout
the United States and internationally through franchise arrangements.
WHEREAS, Company has expended a great deal of time, money and effort
to develop and maintain its proprietary Confidential Information (as defined
herein) which is material to Company and which, if misused or disclosed, could
be very harmful to Company's business.
WHEREAS, the success of Company depends to a substantial extent upon
the protection of its Confidential Information and goodwill by all of its
employees.
WHEREAS, Company compensates its employees to, among other things,
develop and preserve goodwill with its customers, landlords, suppliers and
partners on Company's behalf and business information for Company's ownership
and use.
WHEREAS, if Employee were to leave Company, Company, in all fairness,
would need certain protections in order to prevent competitors of Company from
gaining an unfair competitive advantage over Company or diverting goodwill from
Company, or to prevent Employee from misusing or misappropriating the
Confidential Information.
NOW, THEREFORE, in consideration of the compensation and other
benefits of Employee's employment by Company and the recitals, mutual covenants
and agreements hereinafter set forth, Employee and Company agree as follows:
1. Employment Services.
(a) Employee is hereby employed by Company, and Employee
hereby accepts such employment, upon the terms and conditions hereinafter set
forth. Employee shall serve
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as Chief Financial Bear, during the Employment Period, on a full-time
basis. Employee shall carry out such duties as are assigned to her by Company's
Chief Executive Bear or President and Chief Operating Officer Bear.
(b) Employee agrees that throughout Employee's employment
with Company, Employee will (i) faithfully render such services as may be
delegated to Employee by Company, (ii) devote substantially all of Employee's
entire business time, good faith, best efforts, ability, skill and attention to
Company's business, and (iii) follow and act in accordance with all of the
rules, policies and procedures of Company, including but not limited to working
hours, sales and promotion policies, and specific Company rules. Company further
agrees that it shall not during the Initial Term of this Agreement require
Employee to relocate her residence outside of the St. Louis metropolitan area.
(c) "Company" means Build-A-Bear Workshop, Inc. or one of
its Subsidiaries, whichever is Employee's employer. The term "Subsidiary" means
any corporation, joint venture or other business organization in which
Build-A-Bear Workshop, Inc. now or hereafter, directly or indirectly, owns or
controls more than fifty percent (50%) interest.
2. Term of Employment. The term of this Agreement shall commence
on the date first set forth above, and shall end on the third anniversary
hereof, unless sooner terminated as provided in Section 4 hereof (the "Initial
Term"). Following the Initial Term, this Agreement shall automatically renew for
successive one-year periods (each a "Renewal Period"; collectively, the Initial
Term and each Renewal Period, the "Employment Period"), unless sooner terminated
as provided in Section 4 hereof.
3. Compensation.
(a) Base Salary. During the Employment Period, Company shall
pay Employee as compensation for her services an annual base salary of not less
than One Hundred Ninety Thousand Dollars ($190,000), payable in accordance with
Company's usual practices. Employee's annual base salary rate shall be reviewed
by Company's Compensation Committee at least annually for increase following
each fiscal year so that Employee's salary will be commensurate for similarly
situated executives with firms similarly situated to Company; provided, however,
that if Employee's individualized performance targets (set for each fiscal year
by Employee and Employee's team leader) are achieved, Employee's annual base
salary rate shall not be subject to decrease at any time during the Employment
Period and shall be subject to annual increase by no less than the average
percentage increase given to all other Company executive employees for such
fiscal year (the "Average Increase").
(b) Bonus. Should Company exceed its sales, profits and other
objectives for any fiscal year, Employee shall be eligible to receive a bonus
for such fiscal year as determined by the Compensation Committee of the Board of
Directors. For the current fiscal year, Employee will participate in the Chiefs
Bonus plan previously approved by the compensation committee of the Board of
Directors. In future years, such bonus opportunity will not be less than fifty
percent (50%) of the Employee's annual base pay for such fiscal year. Any bonus
payable to Employee will be
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payable in cash, stock or stock options, or combination thereof, all as
determined by the Board of Directors or any duly authorized committee thereof,
and unless a different payout schedule is applicable for all executive employees
of the Company, any such bonus payment will be payable in a single, lump sum
payment. For the current fiscal year, and in the event of termination of this
Agreement because of Employee's death or disability (as defined by Section
4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c) or
pursuant to Employee's right to terminate this Agreement for Good Reason under
Section 4.1(d), the bonus criteria shall not change and any bonus shall be
pro-rated based on the number of full calendar weeks during the applicable
fiscal year during which Employee was employed hereunder.
Such bonus, if any, shall be payable after Company's
accountants have determined the sales and profits and have issued their audit
report with respect thereto for the applicable fiscal year, which determination
shall be binding on the parties. Any such bonus shall be paid within one hundred
twenty (120) days after the end of each calendar year or thirty (30) days after
the issuance of the auditor's report, whichever is later, regardless of
Employee's employment status at the time payment is due.
(c) Stock Options. Employee had previously been granted
options to purchase 163,000 shares of Company's common stock (the "Common
Stock"), pursuant to the terms set forth more particularly in the Option
Agreements used in connection with the Build-A-Bear Workshop, Inc. 2000 Stock
Option Plan (or any successor plan) (the "Plan"). For 2004, Employee shall be
granted options to purchase an additional 25,000 shares pursuant to the Plan and
the applicable Option Agreements. It is intended that such additional options
will be granted pursuant to the Plan, and will be incentive stock options.
Future options to purchase the Common Stock may be granted upon the
recommendation of the Chief Executive Bear, in her discretion, and approval of
the Compensation Committee.
(d) Discounts. Employee and her immediate family will be
entitled to a 20% discount for all merchandise purchased at Company's stores.
(e) Vacation. Employee shall be entitled to paid vacation and
paid sick leave on the same basis as may from time to time apply to other
Company executive employees generally. Vacations will be scheduled with the
approval of Company's Chief Executive Bear or President and Chief Operating
Officer Bear, who may block out certain periods of time during which vacations
may not be taken, including preceding Valentine's Day, preceding Easter, from
November 1 through December 31, during Company inventory, and just prior to
store openings. One-third of one year's vacation (or any part of it) may be
carried over to the next year; provided that such carry over is used in the
first calendar quarter of the next year. Unless approved by the Chief Executive
Bear or President and Chief Operating Officer Bear, all unused vacation shall be
forfeited. No more than two weeks of vacation can be taken at one time. Employee
shall also be entitled to one (1) additional day per calendar year of paid
vacation to be taken in the month of her birthday.
(f) Other. Employee shall be eligible for such other
perquisites as may from time to time be awarded to Employee by Company payable
at such times and in such amounts
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as Company, in its sole discretion, may determine. All such compensation shall
be subject to customary withholding taxes and other employment taxes as required
with respect thereto. Employee shall also qualify for all rights and benefits
for which Employee may be eligible under any benefit plans including group life,
medical, health, dental and/or disability insurance or other benefits ("Welfare
Benefits") which are provided for employees generally at her then current
location of employment.
4. Termination of Employment.
4.1 Termination Events. Prior to the expiration of the Employment
Period, this Agreement and Employee's employment may be terminated as follows:
(a) Upon Employee's death;
(b) By the Company, upon thirty (30) day's prior written
notice to Employee in the event Employee, by reason of permanent physical or
mental disability (which shall be determined by a physician selected by Company
or its insurers and acceptable to Employee or Employee's legal representative
(such agreement as to acceptability not to be withheld unreasonably), shall be
unable to perform the essential functions of her position, with or without
reasonable accommodation, for three (3) consecutive months; provided, however,
Employee shall not be terminated due to permanent physical or mental disability
unless or until said disability also entitles Employee to benefits under such
disability insurance policy as is provided to Employee by Company.
(c) By the Company with or without Cause. For the purposes
of this Agreement, "Cause" shall mean: (i) Employee's engagement in any conduct
which, in Company's reasonable determination, constitutes gross misconduct, or
is illegal, unethical or improper provided such conduct brings detrimental
notoriety or material harm to Company; (ii) gross negligence or willful
misconduct; (iii) conviction of fraud or theft; (iv) a material breach of a
material provision of this Agreement by Employee, or (v) failure of Employee to
follow a written directive of the Chief Executive Bear or the Board of Directors
within thirty (30) days after receiving such notice, provided that such
directive is reasonable in scope or is otherwise within the Chief Executive
Bear's or the Board's reasonable business judgment, and is reasonably within
Employee's control; provided Employee does not cure said conduct or breach (to
the extent curable) within 30 days after the Chief Executive Bear or the Board
of Directors provides Employee with written notice of said conduct or breach.
(d) By the Employee with or without Good Reason. For
purposes of this Agreement, "Good Reason" shall mean (i) a material breach of a
material provision of this Agreement by Company, or (ii) relocating Employee to
a location more than 100 miles from St. Louis without the express written
consent of Employee; provided Company does not cure said breach within thirty
(30) days after Employee provides the Board of Directors with written notice of
the breach.
4.2 Impact of Termination.
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(a) Survival of Covenants. Upon termination of this
Agreement, all rights and obligations of the parties hereunder shall cease,
except termination of employment pursuant to Section 4 or otherwise shall not
terminate or otherwise affect the rights and obligations of the parties pursuant
to Sections 5 through 13 hereof.
(b) Severance. In the event during the Employment Period (i)
the Company terminates Employee's employment without Cause pursuant to Section
4.1(c) or (ii) the Employee terminates her employment for Good Reason pursuant
to Section 4.1(d), the Company shall continue her base salary for a period of
twelve (12) months from termination, such payments to be reduced by the amount
of any compensation from a subsequent employer during such period. The Company
shall also continue Employee's Welfare Benefits for such period to the extent
permitted by the Company's Welfare Benefit Plans. Employee shall accept these
payments in full discharge of all obligations of any kind which Company has to
her except obligations, if any, to repurchase any capital stock of Company owned
by Employee. Employee shall also be eligible to receive a bonus with respect to
the year of termination as provided in Section 3(b).
5. Confidential Information.
(a) Employee agrees to keep secret and confidential, and not
to use or disclose to any third parties, except as directly required for
Employee to perform Employee's employment responsibilities for Company, any of
Company's proprietary Confidential Information.
(b) Employee acknowledges and confirms that certain data and
other information (whether in human or machine readable form) that comes into
her possession or knowledge (whether before or after the date of this Agreement)
and which was obtained from Company, or obtained by Employee for or on behalf of
Company, and which is identified herein (the "Confidential Information") is the
secret, confidential property of Company. This Confidential Information
includes, but is not limited to:
(1) lists or other identification of customers or
prospective customers of Company;
(2) lists or other identification of sources or
prospective sources of Company's products or components thereof, its landlords
and prospective landlords and its current and prospective alliance, marketing
and media partners (and key individuals employed or engaged by such parties);
(3) all compilations of information, correspondence,
designs, drawings, files, formulae, lists, machines, maps, methods, models,
studies, surveys, scripts, screenplays, artwork, sketches, notes or other
writings, plans, leases, records and reports;
(4) financial, sales and marketing data relating to
Company or to the industry or other areas pertaining to Company's activities and
contemplated
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activities (including, without limitation, leasing, manufacturing,
transportation, distribution and sales costs and non-public pricing
information);
(5) equipment, materials, designs, procedures,
processes, and techniques used in, or related to, the development, manufacture,
assembly, fabrication or other production and quality control of Company's
products, stores and services;
(6) Company's relations with its past, current and
prospective customers, suppliers, landlords, alliance, marketing and media
partners and the nature and type of products or services rendered to, received
from or developed with such parties or prospective parties;
(7) Company's relations with its employees (including,
without limitation, salaries, job classifications and skill levels); and
(8) any other information designated by Company to be
confidential, secret and/or proprietary (including without limitation,
information provided by customers, suppliers and alliance partners of Company).
Notwithstanding the foregoing, the term Confidential Information shall not
consist of any data or other information which has been made publicly available
or otherwise placed in the public domain other than by Employee in violation of
this Agreement.
(c) During the Employment Period, Employee will not copy,
reproduce or otherwise duplicate, record, abstract, summarize or otherwise use,
any papers, records, reports, studies, computer printouts, equipment, tools or
other property owned by Company except as expressly permitted by Company in
writing or required for the proper performance of her duties on behalf of
Company.
6. Post-Termination Restrictions. Employee recognizes that (i)
Company has spent substantial money, time and effort over the years in
developing and solidifying its relationships with its customers, suppliers,
landlords and alliance, marketing and media partners and in developing its
Confidential Information; (ii) long-term customer, landlord, supplier and
partner relationships often can be difficult to develop and require a
significant investment of time, effort and expense; (iii) Company has paid its
employees to, among other things, develop and preserve business information,
customer, landlord, vendor and partner goodwill, customer, landlord, vendor and
partner loyalty and customer, landlord, vendor and partner contacts for and on
behalf of Company; and (iv) Company is hereby agreeing to employ and pay
Employee based upon Employee's assurances and promises not to divert goodwill of
customers, landlords, suppliers or partners of Company, either individually or
on a combined basis, or to put herself in a position following Employee's
employment with Company in which the confidentiality of Company's Confidential
Information might somehow be compromised. Accordingly, Employee agrees that
during the Employment Period and for the period of time set forth below
following termination of employment, provided termination is in accordance with
the terms of paragraph 4(b) or (c) or due to
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expiration of the Employment Period, Employee will not, directly or indirectly
(whether as owner, partner, consultant, employee or otherwise):
(a) for three (3) years, engage in, assist or have an
interest in, or enter the employment of or act as an agent, advisor or
consultant for, any person or entity which is engaged in, or will be engaged in,
the development, manufacture, supplying or sale of a product, process, service
or development which is competitive with a product, process, service or
development on which Employee worked or with respect to which Employee has or
had access to Confidential Information while at Company ("Restricted Activity"),
and which is located within the United States or within any country where the
Company has established a retail presence either directly or through a franchise
arrangement; or
(b) for three (3) years, induce or attempt to induce any
employee, consultant, partner or advisor of Company to accept employment or an
affiliation with any entity engaged in a Restricted Activity;
provided, however, that following termination of her employment, Employee
shall be entitled to be an employee of an entity that engages in Restricted
Activity so long as, for three (3) years following termination of said
employment: (i) the sale of stuffed plush toys is not a material business of the
entity; (ii) Employee has no direct or personal involvement in the sale of
stuffed plush toys; and (iii) neither Employee, her relatives, nor any other
entities with which she is affiliated own more than 1% of the entity. As used in
this Section 6, "material business" shall mean that either (A) greater than 10%
of annual revenues received by such entity were derived from the sale of stuffed
plush toys and related products, or (B) the annual revenues received or
projected to be received by such entity from the sale of stuffed plush toys and
related products exceeded $10 million, or (C) or the entity otherwise annually
derives or is projected to derive annual revenues in excess of $5 million from a
retail concept that is similar in any material regard to Company.
7. Acknowledgment Regarding Restrictions. Employee recognizes
and agrees that the restraints contained in Section 6 (both separately and in
total), including the geographic scope thereof in light of the Company's
marketing efforts, are reasonable and enforceable in view of Company's
legitimate interests in protecting its Confidential Information and customer
goodwill and the limited scope of the restrictions in Section 6.
8. Inventions.
(a) Any and all ideas, inventions, discoveries, patents,
patent applications, continuation-in-part patent applications, divisional patent
applications, technology, copyrights, derivative works, trademarks, service
marks, improvements, trade secrets and the like (collectively, "Inventions"),
which are developed, conceived, created, discovered, learned, produced and/or
otherwise generated by Employee, whether individually or otherwise, during the
time that Employee is employed by Company, whether or not during working hours,
that relate to (i) current and anticipated businesses and/or activities of
Company, (ii) the current and anticipated research or development of Company, or
(iii) any work performed by Employee for Company, shall be the sole and
exclusive property of Company, and Company shall own any and all right, title
and interest to
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such Inventions. Employee assigns, and agrees to assign to Company whenever so
requested by Company, any and all right, title and interest in and to any such
Invention, at Company's expense, and Employee agrees to execute any and all
applications, assignments or other instruments which Company deems desirable or
necessary to protect such interests, at Company's expense.
(b) Employee acknowledges that as part of his work for the
Company he or she may be asked to create, or contribute to the creation of,
computer programs, documentation and other copyrightable works. Employee hereby
agrees that any and all computer programs, documentation and other copyrightable
materials that he has prepared or worked on for the Company, or is asked to
prepare or work on by the Company, shall be treated as and shall be a "work made
for hire," for the exclusive ownership and benefit of Company according to the
copyright laws of the United States, including, but not limited to, Sections 101
and 201 of Title 17 of the U.S. Code ("U.S.C.") as well as according to similar
foreign laws. Company shall have the exclusive right to register the copyrights
in all such works in its name as the owner and author of such works and shall
have the exclusive rights conveyed under 17 U.S.C. Sections 106 and 106A
including, but not limited to, the right to make all uses of the works in which
attribution or integrity rights may be implicated. Without in any way limiting
the foregoing, to the extent the works are not treated as works made for hire
under any applicable law, Employee hereby irrevocably assigns, transfers, and
conveys to Company and its successors and assigns any and all worldwide right,
title, and interest that Employee may now or in the future have in or to the
works, including, but not limited to, all ownership, U.S. and foreign
copyrights, all treaty, convention, statutory, and common law rights under the
law of any U.S. or foreign jurisdiction, the right to sue for past, present, and
future infringement, and moral, attribution, and integrity rights. Employee[ and
its employees and agents] hereby expressly and forever irrevocably waives any
and all rights that he or she[ or they] may have arising under 17 U.S.C.
Sections 106A, rights that may arise under any federal, state, or foreign law
that conveys rights that are similar in nature to those conveyed under 17 U.S.C.
Sections 106A, and any other type of moral right or droit moral.
9. Company Property. Employee acknowledges that any and all
notes, records, sketches, computer diskettes, training materials and other
documents relating to Company obtained by or provided to Employee, or otherwise
made, produced or compiled during the Employment Period, regardless of the type
of medium in which they are preserved, are the sole and exclusive property of
Company and shall be surrendered to Company upon Employee's termination of
employment and on demand at any time by Company.
10. Non-Waiver of Rights. Either party's failure to enforce at
any time any of the provisions of this Agreement or to require at any time
performance by the other party of any of the provisions hereof shall in no way
be construed to be a waiver of such provisions or to affect either the validity
of this Agreement, or any part hereof, or the right of the non-breaching party
thereafter to enforce each and every provision in accordance with the terms of
this Agreement.
11. Company's Right to Injunctive Relief. In the event of a
breach or threatened breach of any of Employee's duties and obligations under
the terms and provisions of Sections 5, 6, or 8 hereof, Company shall be
entitled, in addition to any other legal or equitable remedies it may have in
connection therewith (including any right to damages that it may suffer), to
temporary,
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preliminary and permanent injunctive relief restraining such breach or
threatened breach. Employee hereby expressly acknowledges that the harm which
might result to Company's business as a result of any noncompliance by Employee
with any of the provisions of Sections 5, 6 or 8 would be largely irreparable.
Employee specifically agrees that if there is a question as to the
enforceability of any of the provisions of Sections 5, 6 or 8 hereof, Employee
will not engage in any conduct inconsistent with or contrary to such Sections
until after the question has been resolved by a final judgment of a court of
competent jurisdiction.
12. Judicial Enforcement. If any provision of this Agreement
is adjudicated to be invalid or unenforceable under applicable law in any
jurisdiction, the validity or enforceability of the remaining provisions thereof
shall be unaffected as to such jurisdiction and such adjudication shall not
affect the validity or enforceability of such provisions in any other
jurisdiction. To the extent that any provision of this Agreement is adjudicated
to be invalid or unenforceable because it is overbroad, that provision shall not
be void but rather shall be limited only to the extent required by applicable
law and enforced as so limited. The parties expressly acknowledge and agree that
this Section is reasonable in view of the parties' respective interests.
13. Employee Representations. Employee represents that the
execution and delivery of the Agreement and Employee's employment with Company
do not violate any previous employment agreement or other contractual obligation
of Employee and that Employee is not subject to any agreement which restricts
the scope of her employment.
14. Amendments. No modification, amendment or waiver of any of
the provisions of this Agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This Agreement
supersedes all prior agreements and understandings between Employee and Company
to the extent that any such agreements or understandings conflict with the terms
of this Agreement.
15. Assignments. This Agreement shall be freely assignable by
Company to and shall inure to the benefit of, and be binding upon, Company, its
successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by Company. Being a contract for personal
services, neither this Agreement nor any rights hereunder shall be assigned by
Employee.
16. Choice of Forum and Governing Law. In light of Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this Agreement are resolved on a uniform basis, and Company's execution of,
and the making of, this Agreement in Missouri, the parties agree that: (i) any
litigation involving any noncompliance with or breach of the Agreement, or
regarding the interpretation, validity and/or enforceability of the Agreement,
shall be filed and conducted in the state or federal courts in St. Louis City or
County, Missouri; and (ii) the Agreement shall be interpreted in accordance with
and governed by the laws of the State of Missouri, without regard for any
conflict of law principles.
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17. ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF, OR
RELATING TO THIS AGREEMENT, THE BREACH THEREOF, OR EMPLOYEE'S EMPLOYMENT BY
COMPANY, SHALL, AT COMPANY'S SOLE OPTION, BE SETTLED BY BINDING ARBITRATION IN
THE COUNTY OF ST. LOUIS IN ACCORDANCE WITH THE RULES THEN IN FORCE OF THE
AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD RENDERED MAY BE
ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. THE CONTROVERSIES
OR CLAIMS SUBJECT TO ARBITRATION AT COMPANY'S OPTION UNDER THIS AGREEMENT
INCLUDE, WITHOUT LIMITATION, THOSE ARISING UNDER TITLE VII OF THE CIVIL RIGHTS
ACT OF 1964, 42 U.S.C. SECTION 1981, THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE
WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE MISSOURI HUMAN RIGHTS
ACT, LOCAL LAWS GOVERNING EMPLOYMENT, AND THE STATUTORY AND/OR COMMON LAW OF
CONTRACT AND TORT. IN THE EVENT EMPLOYEE COMMENCES ANY ACTION IN COURT WHICH
COMPANY HAS THE RIGHT TO SUBMIT TO BINDING ARBITRATION, COMPANY SHALL HAVE SIXTY
(60) DAYS FROM THE DATE OF SERVICE OF A SUMMONS AND COMPLAINT UPON COMPANY TO
DIRECT IN WRITING THAT ALL OR ANY PART OF THE DISPUTE BE ARBITRATED. ANY REMEDY
AVAILABLE IN ANY COURT ACTION SHALL ALSO BE AVAILABLE IN ARBITRATION.
18. Headings. Section headings are provided in this Agreement
for convenience only and shall not be deemed to substantively alter the content
of such sections.
PLEASE NOTE: BY SIGNING THIS AGREEMENT, EMPLOYEE IS HEREBY CERTIFYING THAT
EMPLOYEE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE
EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS
HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS
EMPLOYEE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL
SUCH QUESTIONS; AND (D) UNDERSTANDS EMPLOYEE'S RIGHTS AND OBLIGATIONS UNDER THE
AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY COMPANY.
/s/ TINA L. KLOCKE
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Tina L. Klocke
Address: --------------------------
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BUILD-A-BEAR WORKSHOP, INC.
By: /s/ MAXINE CLARK
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Name: Maxine Clark
Title: Chief Executive Bear
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