POLO RALPH LAUREN CORPORATION EMPLOYMENT AGREEMENT
Exhibit 10.2
XXXX XXXXX XXXXXX CORPORATION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of the 8th day of September, 2003 (the “Effective Date”), by and between XXXX XXXXX LAUREN CORPORATION, a Delaware corporation (the “Corporation”), and Xxxxxxxx Xxxx (the “Executive”).
WHEREAS, the Executive has been employed with the Corporation pursuant to an Employment Agreement dated July 1, 2001 (the “2001 Employment Agreement”); and
WHEREAS, the Corporation and Executive wish to amend and restate such 2001 Employment Agreement effective as of the date hereof;
1.3 Place of Performance. The Executive shall be employed at the principal offices of the Corporation located in New York, New York, except for required travel on the Corporation’s business.
1
1.4 Compensation and Related Matters.
2
presently in effect or made available in the future shall be in lieu of the Base Compensation or any bonus payable under Sections 1.4(a) and 1.4(b) hereof.
ARTICLE II
TERMINATION OF EMPLOYMENT
(b) Death. The Executive’s employment shall terminate upon the Executive’s death.
(i) deliberate or intentional failure by the Executive to substantially perform the material duties of the Executive hereunder (other than due to Disability);
(ii) an intentional act of fraud, embezzlement, theft or any other material violation of law;
(iii) intentional wrongful damage to material assets of the Corporation;
(iv) intentional wrongful disclosure of material confidential information of the Corporation;
(v) intentional wrongful engagement in any competitive activity which would constitute a breach of this Agreement and/or of the Executive’s duty of loyalty; or
(vi) intentional breach of any material employment policy of the Corporation.
No act, or failure to act, on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Corporation. Failure to meet
3
performance standards or objectives of the Corporation shall not constitute Cause for purposes hereof.
(e) Voluntary Termination. The Executive may voluntarily terminate the Executive’s employment with the Corporation at any time, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) a material diminution in or adverse alteration to Executive’s title, base salary, position or duties, (B) the relocation of the Executive’s principal office outside the area which comprises a fifty (50) mile radius from New York City, or (C) a failure of the Corporation to comply with any material provision of this Agreement provided that the events described in clauses (A), (B), and (C) above shall not constitute Good Reason unless and until such diminution, change, reduction or failure (as applicable) has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive to the Corporation.
2.2 Date of Termination. The date of termination shall be:
(a) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death;
(b) if the Executive’s employment is terminated by reason of Executive’s Disability or by the Corporation pursuant to Sections 2.1(a) or 2.1(d), the date specified by the Corporation; and
(c) if the Executive’s employment is terminated by the Executive, the date on which the Executive notifies the Corporation of his termination.
2.3 Effect of Termination of Employment.
(a) If the Executive’s employment is terminated by the Corporation, pursuant to Section 2.1(a), or if the Executive resigns for Good Reason pursuant to Section 2.1(e), the Executive shall only be entitled to the following:
(i) Severance. Subject to Section 4.1(a) hereof, the Corporation shall: (a) continue to pay the Executive, in accordance with the Corporation’s normal payroll practice, his Base Compensation, as in effect immediately prior to such termination of employment, for the longer of the balance of the Term or the one-year period commencing on the date of such termination (whichever period is applicable shall be referred to herein as the “Severance Period”); and (b) pay to the Executive, on the last business day of the Severance Period, an amount equal to the bonus paid to the Executive for the calendar year prior to the year in which his employment is terminated. Notwithstanding the foregoing, in order to receive any severance benefits under this Section 2.3(a)(i), the Executive must sign and not timely revoke a release and waiver of claims against the Corporation, its successors, affiliates, and assigns, substantially in the form attached to this Agreement as Exhibit C.
(ii) Stock Options. The Executive’s rights with respect to any stock options granted to the Executive by the Corporation shall be governed by the provisions of the respective award agreements under which such stock options were granted, except as provided in Section 4.1(a).
4
(iii) Welfare Plan Coverages. The Executive shall continue to participate during the Severance Period in any group medical, dental or life insurance plan he participated in prior to the date of his termination, under substantially similar terms and conditions as an active employee; provided that participation in such group medical, dental and life insurance plan shall correspondingly cease at such time as the Executive (a) becomes eligible for a future employer’s medical, dental and/or life insurance coverage (or would become eligible if the Executive did not waive coverage) or (b) violates any of the provisions of Article III as determined by the Corporation. Notwithstanding the foregoing, the Executive may not continue to participate in such plans on a pre-tax or tax-favored basis.
(iv) Retirement Plans. Without limiting the generality of the foregoing, it is specifically provided that the Executive shall not accrue additional benefits under any pension plan of the Corporation (whether or not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended) during the Severance Period.
(b) If the Executive’s employment is terminated by reason of the Executive’s death or Disability, pursuant to Sections 2.1(b) and 2.1(c), the Executive (or the Executive’s designee or estate) shall only be entitled to whatever welfare plans benefits are available to the Executive pursuant to the welfare plans the Executive participated in prior to such termination, and whatever stock options may have been granted to the Executive by the Corporation the terms of which shall be governed by the provisions of the respective award agreements under which such stock options were granted.
(c) If the Executive’s employment is terminated by either the Corporation for Cause or by the Executive for other than Good Reason pursuant to Section 2.1(e) hereof, the Executive shall receive only that portion of the Executive’s then current Base Compensation payable through the Executive’s termination date. The Executive’s rights with respect to any stock options granted to the Executive by the Corporation shall be governed by the provisions of the respective award agreements under which such stock options were granted. The Corporation shall have no further obligations to the Executive as a result of the termination of the Executive’s employment.
ARTICLE III
COVENANTS OF THE EXECUTIVE
(a) The Corporation and the Executive acknowledge that: (i) the Corporation has a special interest in and derives significant benefit from the unique skills and experience of the Executive; (ii) the Executive will use and have access to proprietary and valuable Confidential Information (as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the agreements and covenants contained herein are essential to protect the business and goodwill of the Corporation or any of its subsidiaries, affiliates or licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that during the Term, and for the remainder of such Term following the termination of Executive’s employment, the Executive shall not provide any labor, work, services or assistance (whether as an officer, director, employee, partner, agent, owner, independent contractor, stockholder or
5
otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any business engaged in the designing, marketing or distribution of premium lifestyle products, including but not limited to apparel, home, accessories and fragrance products, which competes in any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and shall include, without limitation, those brands and companies that the Corporation and the Executive have jointly designated in writing on the date hereof, which is incorporated herein by reference and which is attached as Exhibit B, as being in competition with the Corporation as of the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except as provided in Section 3.1(b) he may not become employed by any Competing Business in any capacity during the Term.
(b) The non-compete provisions of this Section shall no longer be applicable to Executive if he has been notified pursuant to Section 2.1(a) hereof that his services will no longer be required during the Term or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e).
(c) It is acknowledged by the Executive that the Corporation has determined to relieve the Executive from any obligation of non-competition for periods after the Term, and/or if the Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has terminated his employment for Good Reason pursuant to Section 2.1(e). In consideration of that, and in consideration of all of the compensation provisions in this Agreement (including the potential for the award of stock options that may be made to the Executive), Executive agrees to the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein, are fair and reasonable under all the circumstances.
(a) The Corporation owns and has developed and compiled, and will own, develop and compile, certain proprietary techniques and confidential information as described below which have great value to its business (referred to in this Agreement, collectively, as “Confidential Information”). Confidential Information includes not only information disclosed by the Corporation and/or its affiliates and licensees to Executive, but also information developed or learned by Executive during the course of, or as a result of, employment hereunder, which information Executive acknowledges is and shall be the sole and exclusive property of the Corporation. Confidential Information includes all proprietary information that has or could have commercial value or other utility in the business in which the Corporation is engaged or contemplates engaging, and all proprietary information the unauthorized disclosure of which could be detrimental to the interests of the Corporation. Whether or not such information is specifically labeled as Confidential Information by the Corporation is not determinative. By way of example and without limitation, Confidential Information includes any and all information developed, obtained or owned by the Corporation and/or its affiliates and licensees concerning trade secrets, techniques, know-how (including designs, plans, procedures, processes and research records), software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, specifications, data, formats, marketing data and plans, business plans, strategies, forecasts, unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor
6
identities, characteristics and agreements, and salary, staffing and employment information. Notwithstanding the foregoing, Confidential Information shall not in any event include (A) Executive’s personal knowledge and know-how relating to merchandising and business techniques which Executive has developed over his career in the apparel business and of which Executive was aware prior to his employment, or (B) information which (i) was generally known or generally available to the public prior to its disclosure to Executive; (ii) becomes generally known or generally available to the public subsequent to disclosure to Executive through no wrongful act of any person or (iii) which Executive is required to disclose by applicable law or regulation (provided that Executive provides the Corporation with prior notice of the contemplated disclosure and reasonably cooperates with the Corporation at the Corporation’s expense in seeking a protective order or other appropriate protection of such information).
(b) Executive acknowledges and agrees that in the performance of his duties hereunder the Corporation will from time to time disclose to Executive and entrust Executive with Confidential Information. Executive also acknowledges and agrees that the unauthorized disclosure of Confidential Information, among other things, may be prejudicial to the Corporation’s interests, and an improper disclosure of trade secrets. Executive agrees that he shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any corporation, partnership, individual or other third party, other than in the course of his assigned duties and for the benefit of the Corporation, any Confidential Information, either during his term of employment or thereafter.
(c) The Executive agrees that upon leaving the Corporation’s employ, the Executive shall not take with the Executive any software, computer programs, disks, tapes, research, development, strategies, designs, reports, study, memoranda, books, papers, plans, information, letters, e-mails, or other documents or data reflecting any Confidential Information of the Corporation, its subsidiaries, affiliates or licensees.
(d) During Executive’s term of employment, Executive will disclose to the Corporation all designs, inventions and business strategies or plans developed for the Corporation, including without limitation any process, operation, product or improvement. Executive agrees that all of the foregoing are and will be the sole and exclusive property of the Corporation and that Executive will at the Corporation’s request and cost do whatever is necessary to secure the rights thereto, by patent, copyright or otherwise, to the Corporation
7
licensees, the Board or any officer of the Corporation or any of its subsidiaries, affiliates or licensees; provided, however, the foregoing limitation shall not apply to (i) compliance with legal process or subpoena, or (ii) statements in response to inquiry from a court or regulatory body.
(a) The Executive acknowledges and agrees that in the event the Corporation reasonably determines that the Executive has breached any provision of this Article III, that such conduct will constitute a failure of the consideration for which stock options had been awarded, and notwithstanding the terms of any stock option award agreement, plan document, or other provision of this Agreement to the contrary, the Corporation may notify the Executive that he may not exercise any unexercised stock options and the Executive shall immediately forfeit the right to exercise any stock option of the Corporation that remains unexercised at the time of such notice and Executive waives any right to assert that any such conduct by the Corporation violates any federal or state statute, case law or policy.
(b) If the Corporation reasonably determines that the Executive has breached any provision contained in this Article III, the Corporation shall have no further obligation to make any payment or provide any benefit whatsoever to the Executive pursuant to this Agreement, and may also recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in immediate and irreparable harm to the Corporation for which money damages are likely to be inadequate. Accordingly, the Executive consents to injunctive and other appropriate equitable relief upon the institution of proceedings therefor by the Corporation in order to protect the Corporation’s rights hereunder. Such relief may include, without limitation, an injunction to prevent: (i) the breach or continuation of Executive’s breach; (ii) the Executive from disclosing any trade secrets or Confidential Information (as defined in Section 3.2); (iii) any Competing Business from receiving from the Executive or using any such trade secrets or Confidential Information; and/or (iv) any such Competing Business from retaining or seeking to retain any employees of the Corporation.
3.6 The provisions of this Article III shall survive the termination of this Agreement and Executive’s Term of employment.
8
(A) the Executive’s Base Compensation, as in effect immediately prior to such termination of employment; and (B) the bonus actually paid to the Executive during the year prior to the Executive’s termination.
9
(A) to pay federal income taxes at the highest marginal rate of federal income taxation for the year in which the Gross-up Payment is to be made; and (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Executive shall repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Executive or otherwise realized as a benefit by the Executive) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been used in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made, the Corporation shall make an additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.
The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Change of Control Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Corporation shall pay to the Executive on such day an estimate, as determined by counsel or auditors selected by the Corporation and reasonably acceptable to the Executive, of the minimum amount of such payments. The Corporation shall pay to the Executive the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to the Executive, payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). The Corporation shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Corporation may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that the Corporation’s control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. The Executive shall cooperate with the Corporation in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder.
10
been duly given when delivered by hand or by facsimile or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:
| If to the Executive: |
Xxxxxxxx Xxxx 0 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
| If to the Corporation: |
Xxxx Xxxxx Lauren Corporation 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxx President & Chief Operating Officer Fax: (000) 000-0000 |
or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
5.2 Modification or Waiver; Entire Agreement. No provision of this Agreement may be modified or waived except in a document signed by the Executive and the Corporation. This Agreement, along with any documents incorporated herein by reference, constitute the entire agreement between the parties regarding their employment relationship and supersede all prior agreements, promises, covenants, representations or warranties, including the Executive’s July 1, 2001 Employment Agreement with the Corporation. To the extent that this Agreement is in any way inconsistent with any prior or contemporaneous stock option agreements between the parties, this Agreement shall control. No agreements or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.
5.3 Governing Law. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the State of New York without reference to New York’s choice of law rules. In the event of any dispute, the Executive agrees to submit to the jurisdiction of any court sitting in New York State.
11
| XXXX XXXXX LAUREN CORPORATION | ||
| /s/ Xxxxx Xxxxx | /s/ Xxxxxxxx Xxxx | |
|
|
||
| By: Xxxxx Xxxxx Title: President & Chief Operating Officer |
Xxxxxxxx Xxxx |
12
EXHIBIT A
Base Compensation
Xxxxxxxx Xxxx
Effective September 8, 2003, annual base compensation is $425,000.
13
EXHIBIT B
Abercrombie & Xxxxx
Xxx Xxxxxx
Xxxxxx Brothers
Burberry
Xxxxxx Xxxxx
Chanel
Crate & Barrel
Xxxxxxx’x Inc.
Federated Department Stores, Inc.
Gap Corp.
Giorgio Armani
Gucci Group
Xxxxxx
Xxxx Boss
J. Crew
X.X. Xxxxx Co. Inc.
Xxxxx Apparel Group
Limited Brands
Liz Clairborne
LVMH
May Department Stores Co.
Nautica
Neiman Marcus Group, Inc.
Nordstrom
Prada Group
Richemont Group
Saks Inc.
Xxxxxxxxx Ferragamo Italia S.P.A.
T.J. Max
Xxxxx Xxxxxxxx
Xxxxxxx Sonoma Group
14
EXHIBIT C
SEVERANCE AGREEMENT AND RELEASE
This document is an Agreement between the Xxxx Xxxxx Xxxxxx Corporation (the “Company”) and myself for me to receive severance pay and other benefits from the Company in exchange for a complete release.
I understand that the Company is not required to provide me with severance and that such payments and other benefits are being offered by the Company in exchange for my release of any and all claims against the Company and its Related Persons (defined below). I understand that I am not required to sign this Agreement and I may choose not to sign it. Even if I do not sign the Agreement, I will receive the benefits I am entitled to under all established Company benefit plans, excluding the severance payment and benefits described herein.
In exchange for the severance benefits described in Section 2.3(a)(i) of my employment contract with the Company dated (“Employment Contract”), which I acknowledge is sufficient consideration to support this Agreement, I hereby release and forever discharge Xxxx Xxxxx Xxxxxx Corporation, its subsidiaries and affiliates, predecessors, and assigns and their respective benefit and severance plans, plan administrators and fiduciaries, representatives, present and former officers, directors, stockholders, attorneys, agents and employees, and their heirs, executors, administrators, successors and assigns (collectively, the Company and its “Related Persons”), from any and all rights, claims, causes of action, damages and liabilities of every kind whatsoever, known or unknown, suspected or unsuspected, which against them I or any of my executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time I sign this Agreement.
This release includes, but is not limited to:
| (i) | Any rights or claims relating in any way to my employment relationship with the Company or any of its Related Persons, or the termination of my employment, or any rights or claims arising under any tort, employment contract (express or implied), public policy, whistleblower law, wrongful discharge or any other obligation including any claims arising under |
| • | the federal Age Discrimination in Employment Act of 1967, as amended, by the Older Workers Benefit Protection Act; |
| • | Title VII of the Civil Rights Act of 1964, as amended; |
| • | the Civil Rights Act of 1991, as amended; |
| • | the Civil Rights Act of 1866; |
| • | the Americans With Disabilities Act of 1990, as amended; |
15
| • | the Employee Retirement Income Security Act of 1974, as amended; |
| • | the Family and Medical Leave Act of 1993; |
| • | the Fair Labor Standards Act; |
| • | the Equal Pay Act; |
| • | the Worker Adjustment Retraining and Notification Act; |
| • | the National Labor Relations Act; |
| • | the Employee Retirement Income Security Act of 1964; or |
| • | any other federal, state or local law or ordinance (including, without limitation, the New York State Human Rights Law, the New York City Human Rights Law, the New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the California Fair Employment and Housing Act, and the California Labor Code); or |
| or(ii) | any other rights or claims which might have been asserted by me including, but not limited to, any claims for wages, severance, bonuses, monetary or equitable relief or other damages of any kind, other employee fringe benefits or attorneys’ fees, and any claims arising under Company policies, welfare or benefit plans, or other employment practices. This release, however, will not affect my vested profit sharing savings plan benefits or other vested benefits. |
I also expressly waive all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”), or any similar law in any other jurisdiction. Section 1542 provides that A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT.
I understand that any payments or benefits provided to me under the terms of this Agreement do not constitute an admission by the Company or any of its Related Persons that they have violated any law or legal obligation with respect to any aspect of my employment or termination therefrom.
I also agree, to the extent consistent with applicable law, not to initiate any legal action, charge or complaint (“Action”) against the Company or any of its Related Persons in any forum whatsoever and to immediately discontinue any such Action previously commenced. Further, to the extent any such Action has been or is brought, I expressly waive any claim to any form of monetary or other damages or any form of recovery or relief in connection with any such Action, or in connection with any Action brought by a third party.
I also agree that I will not issue any communication, written or oral, that disparages, criticizes or otherwise reflects adversely or encourages any adverse action against the Company or any of
16
its Related Persons. I also agree that I will not divulge, communicate, or in any way make use of any confidential or proprietary information acquired during my employment with the Company.
In addition, I agree that I will not disclose, or cause to be disclosed in any way, the terms of this Agreement, the facts and circumstances underlying this Agreement or the fact that such Agreement exists, except to my spouse or significant other, attorney or accountant, or for the purpose of enforcing this Agreement, should that ever become necessary.
I further agree that I will cooperate fully with the Company in connection with any existing or future litigation involving the Company, whether administrative, civil or criminal in nature, in which and to the extent the Company deems my cooperation necessary.
8. Return of Property/Payment of Invoices
I agree that all files, papers, memoranda, letters, handbooks and manuals, facsimile or other communications that were written, authorized, signed, received or transmitted during my employment and any Company property (including, without limitation, any computer hardware or software, or communications equipment) in my possession are and remain the property of the Company and, as such, are not to be removed from the Company’s offices. In addition, any such materials or property that I possess, but which are not in the Company’s offices, will be returned immediately.
Further, I agree that the Company may deduct from my severance payment any amounts that I owe to the Company for personal expenses, loans or other obligations due to the Company.
Notwithstanding the provisions of Section 1542, or any similar laws in another jurisdiction, if I sign this Agreement, I understand and agree that the release in this Agreement is intended to be a full and complete waiver of all claims, if any, which I may have and which I do not now know or suspect to exist in my favor against the Company or any of its Related Persons and that this Agreement extinguishes those claims. By signing, below, I am making a knowing and voluntary decision to waive and release any and all claims in exchange for the severance pay and other benefits offered by the Company. This Agreement constitutes the entire agreement between the Company and me concerning my employment and the termination of my employment, and supersedes all prior discussions, agreements and understandings of every kind between the Company and me.
The Company recommends that I consult with an attorney prior to signing this Agreement. The Company also advises me that I have twenty-one (21) days to consider the terms of this Agreement, although I may sign it sooner if I wish. Furthermore, I understand that even after I have signed this Agreement, I will have an additional seven (7) days to revoke my consent by
17
notifying in writing Xxxxxxx Xxxxxxx, Vice President of HR Operations and Administration, at 0 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, by the close of business on the 7th day following execution of this Agreement. This Agreement shall not become effective or enforceable until this seven (7) day revocation period has expired. If I revoke my consent during this seven (7) day period, I will not be entitled to receive any severance pay or other benefits described in this Agreement.
I understand that my employment with the Company is permanently and irrevocably severed and that I am not eligible for rehire with the Company or any of its Related Persons. In the event I attempt to reapply for any position with the Company or any of its Related Persons or seek any form of independent contractor or consultant relationship with them, I acknowledge that the denial of my re-application would not be unlawful or improper in any way.
I further understand that the Company will commence payment of severance, less applicable withholdings, on the first regular payroll date after expiration of the seven (7) day revocation period after the Company receives the signed Release documents, provided that I do not revoke my consent during the revocation period, as described above.
This Agreement may not be modified or amended unless authorized and agreed to in writing, and signed by me and approved by an authorized Company Officer. This Agreement shall be governed by the laws of the State of New York, without reference to its choice of law rules. If any clause of this Agreement should ever be determined to be unenforceable, it is agreed that this will not affect the enforceability of any other clause or the remainder of this Agreement.
I acknowledge that (i) I have carefully read and fully understand all of the provisions of this Agreement; (ii) I have had an opportunity to have the terms and conditions of this Agreement explained to me by an attorney of my choice; and (iii) I am entering into this Agreement freely, knowingly and voluntarily in exchange for valuable consideration.
| /exhibit copy/ | ||||
| Employee Name | ||||
| Date Signed: | ||||
| Company Authorization: | ||||
| /exhibit copy/ | ||||
| By: EXHIBIT COPY | ||||
18