SEPARATION AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

SEPARATION AGREEMENT AND GENERAL RELEASE, dated as of the last date set forth on the signature page, between Movado Group, Inc., a New York corporation (the “Company”), and Xxxxxxx Xxxxxxxx Xxxxx (“Xxxxxxxx Xxxxx”).

WITNESSETH:

WHEREAS, the Company has terminated Xxxxxxxx Xxxxx’x employment with the Company effective April 30, 2017.

NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties hereby agree as follows.

1. Cessation of Employment.  Xxxxxxxx Xxxxx hereby acknowledges and agrees that Xxxxxxxx Xxxxx’x employment with the Company has been terminated as of April 30, 2017.

2. Review Period. Xxxxxxxx Xxxxx acknowledges that Xxxxxxxx Xxxxx has been advised to consult with an attorney before signing this Agreement and to the extent that Xxxxxxxx Xxxxx has wished to, has done so.

Xxxxxxxx Xxxxx also acknowledges and understands that Xxxxxxxx Xxxxx has been offered a period of 45 days to review and consider this document before signing it, and that Xxxxxxxx Xxxxx may revoke it within 7 days after signing it.  The Agreement shall not become effective or enforceable until the 7-day period has expired.

Revocation can be made only by delivering a written notice of revocation to Xxxxxx X’Xxxx, Movado Group, Inc., 000 Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxxxx 00000-0000.  If it is revoked, Xxxxxxxx Xxxxx will not receive the payments or benefits described in paragraph 3 of this document.  Failure to deliver a written revocation notice or the acceptance of the Separation Benefits after 7 days will automatically signify that no revocation is being made and that this Agreement is fully effective and enforceable.

3. Payments Contingent upon Xxxxxxxx Xxxxx’x execution, delivery and performance of this Agreement, and Xxxxxxxx Xxxxx’x failure to rescind this Agreement as described in paragraph 2 above, the Company will pay Xxxxxxxx Xxxxx xxxxxxxxx of bi-weekly payments each in the amount of $29,807.69 less any required withholding taxes or other mandatory deductions, commencing May 1, 2017 and ending April 27, 2018 (the “End of the Severance Period”).  In addition, if Xxxxxxxx Xxxxx elects to continue Xxxxxxxx Xxxxx’x participation in the Company’s medical, dental and vision plan under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following the termination of Xxxxxxxx Xxxxx’x employment with the Company, the Company will pay Xxxxxxxx Xxxxx’x costs for such COBRA coverage for the coverage period of May 1, 2017 through October 31, 2018 consistent with the Company’s practices during Xxxxxxxx Xxxxx’x employment (i.e., during this period the Company will pay Xxxxxxxx Xxxxx’x COBRA costs in excess of the active employee rate that would have applied if Xxxxxxxx Xxxxx’x employment had continued during such period).  It is understood that should Xxxxxxxx Xxxxx become covered under another medical, dental and vision plan, he will notify the Company and cease his COBRA coverage.  Xxxxxxxx Xxxxx hereby acknowledges that the aggregate payments and benefits he will receive under this Agreement greatly exceed the payments and benefits to which Xxxxxxxx Xxxxx would be entitled to under his employment agreement and under the Company’s benefit plans and policies, or otherwise, and that the payments and benefits provided for under this Agreement are in lieu of any payments or benefits that Xxxxxxxx Xxxxx might otherwise be entitled to in connection with Xxxxxxxx Xxxxx’x employment by the Company or the termination of such employment, including, but not limited to, payments or benefits relating to salary, bonus, accrued vacation, overtime, medical, dental, disability, pension or insurance.

4. Additional Payments/Options. In addition to the payments described in paragraph 3 above, Xxxxxxxx Xxxxx will be entitled to the additional payments specified below.

a. Accrued Vacation and Outplacement Assistance:  The Company will pay Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx’x accrued and unused vacation as of April 30, 2017. The Company will also pay the cost of Xxxxxxxx Xxxxx’x outplacement assistance program that is selected by the Company.

b. Car Allowance:  The Company will pay Xxxxxxxx Xxxxx $1,000.00 per month during the 12-month severance period.

c. Equity:  The Company will pay for the value of the 8,227 unvested restricted stock units in respect of Movado common stock granted to Xxxxxxxx Xxxxx upon joining the Company on 7/17/14, which units will be forfeited by Xxxxxxxx Xxxxx in accordance with their terms.  The value of this grant for this purpose will be conclusively determined by multiplying the number of shares by the closing price of Movado common stock as of April 3, 2017 ($24.00), which totals $197,450.00.  The Company will also pay for the value of 4,562 unvested restricted stock units in respect of Movado common stock granted to Xxxxxxxx Xxxxx on 4/15/2016 as part of the fiscal 2015 Bonus, which units will be forfeited by Xxxxxxxx Xxxxx in accordance with their terms.  The value of this grant for this purpose will be conclusively determined by multiplying the number of shares by the closing price of Movado common stock as of April 3, 2017 ($24.00), which totals $109,500.00.

d. Lump-Sum Payment:  The Company will pay Xxxxxxxx Xxxxx a lump-sum payment of $10,000.00 promptly after the date hereof.

5. Medical Claims.  Any medical claims incurred by Xxxxxxxx Xxxxx prior to April 30, 2017 and not previously reimbursed shall be processed in accordance with the Company’s medical, dental and vision plan upon receipt of appropriate documentation, consistent with past practice.  Xxxxxxxx Xxxxx hereby acknowledges that Xxxxxxxx Xxxxx’x rights under COBRA have been fully explained to Xxxxxxxx Xxxxx by the Company and that the Company has provided Xxxxxxxx Xxxxx with Xxxxxxxx Xxxxx’x COBRA notice and election forms.

6. 401(k) Plan.  The vested benefits to which Xxxxxxxx Xxxxx is entitled under the Company’s 401(k) Plan may remain invested under such Plan if Xxxxxxxx Xxxxx’x aggregate account balance is at least $1,000.00.  If such balance is less than $1,000.00, it will be paid to Xxxxxxxx Xxxxx or to such bank or other account as Xxxxxxxx Xxxxx shall direct, in accordance with the terms of such Plan. Any unvested benefits will be canceled as of April 30, 2017.

7. Post-Termination Statements.  Xxxxxxxx Xxxxx agrees not to make at any time, directly or indirectly, in any individual or representative capacity whatsoever, any statement (under circumstances reasonably likely to become public or that Xxxxxxxx Xxxxx might reasonably expect to become public), whether oral or written, which is critical of or is (or is likely to be ) materially detrimental to the goodwill, business or reputation of the Company, or any subsidiary, division or affiliate of the Company; provided, however, that any truthful statement made by either Xxxxxxxx Xxxxx in good faith in any judicial proceeding shall not violate this paragraph 7.

8. Release of Claims.  Subject only to paragraph 10 below, Xxxxxxxx Xxxxx, on behalf of Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx’x successors and assigns, hereby releases and forever discharges the Company and any parent, subsidiary, division, affiliated or related companies and their respective predecessors, successors and assigns, together with the officers, directors, employees, partners, agents, and attorneys of each of them (“Releasees”) from any and all liabilities, obligations, expenses, losses, damages, indemnities, claims, causes of action and demands, known or unknown, whether absolute or contingent, and whether based on contract, tort, statutory, or other legal or equitable theory of recovery which Xxxxxxxx Xxxxx has had, now has, or may have in the future with respect to any act, condition or event relating in any manner whatsoever, to the employment relationship (or termination thereof) between Xxxxxxxx Xxxxx and the Company which occurred or existed prior to the date of this Agreement, including

without limitation the termination of that relationship. This release includes, but is not limited to, any claims Xxxxxxxx Xxxxx may have under the Age Discrimination in Employment Act, as amended (“ADEA”), which prohibits age discrimination in employment (“ADEA Waiver”).  Xxxxxxxx Xxxxx hereby agrees not to xxx the Company or any of the other Releasees with respect to the foregoing except that Xxxxxxxx Xxxxx may bring a claim to challenge the validity of this Agreement under ADEA or to enforce Xxxxxxxx Xxxxx’x rights under this Agreement.  Xxxxxxxx Xxxxx agrees that, except as legally required by a subpoena or otherwise, Xxxxxxxx Xxxxx will not assist any other person or entity to pursue any claim against any of the Releasees.  The foregoing sentence shall not apply to a charge or claim filed with the EEOC; however, to the extent any such charge or claim is brought against any of the Releasees, Xxxxxxxx Xxxxx hereby expressly waives any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such charge or claim.  Xxxxxxxx Xxxxx hereby warrants to the Company that Xxxxxxxx Xxxxx has not assigned to any other person or entity the claims which are the subject of this paragraph 8.

The Company, on behalf of itself, its successors and  assigns, hereby releases and forever discharges Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx’x estate, heirs, administrators, successors and assigns (“Xxxxxxxx Xxxxx Releasees”) from any and all liabilities, obligations, expenses, losses, damages, indemnities, claims, causes of action and demands, known or  unknown, whether absolute or contingent, and whether based on contract, tort, statutory, or other legal or equitable theory of recovery which the Company had had, now has, or may have in the future with respect to any act, condition or event relating in any manner whatsoever, to Xxxxxxxx Xxxxx’x activities as an employee of the Company or the employment relationship (or termination thereof) between Xxxxxxxx Xxxxx and the Company which occurred or existed prior to the date of this Agreement, including without limitation the termination of that relationship.  Notwithstanding the above, this release and discharge shall expressly exclude any fraudulent or willful misconduct by Xxxxxxxx Xxxxx discovered by the Company after the first date set forth on the signature page hereof.

9. (a) Non-Solicitation. In furtherance and not in limitation of any existing obligation of Xxxxxxxx Xxxxx in this regard, Xxxxxxxx Xxxxx will not, for a period of six months after the End of the Severance Period, directly or indirectly, in any capacity, without the prior written consent of the Company (which may be granted or withheld in its sole and absolute discretion), employ, engage or retain any individual who is then an employee of the Company (or who had been an employee of the Company within six (6) months prior to April 30, 2017), or solicit, induce or persuade any such  individual to terminate his or her employment relationship with the Company.

(b) Non-Compete. In furtherance and not in limitation of any existing obligation of Xxxxxxxx Xxxxx in this regard, Xxxxxxxx Xxxxx will not, for a period of three (3) months after the End of the Severance Period, without the prior written consent of the Company (which may be granted or withheld in its sole and absolute discretion), carry on or engage or participate in the watch business in any country in which the Company’s watches had been distributed within six (6) months prior to April 30, 2017, including as a principal, partner, shareholder, consultant, contractor, agent or employee of any person, corporation, partnership or other entity.

10. Claims Not Affected by Release.  Notwithstanding anything to the contrary contained herein, the release of claims set forth above does not apply to any claim for workers’ compensation under any federal or state workers’ compensation law nor does it waive Xxxxxxxx Xxxxx’x right to challenge the validity of Xxxxxxxx Xxxxx’x foregoing ADEA Waiver under paragraph 8 above or any other rights or claims that Xxxxxxxx Xxxxx may have under ADEA which arise after the dates on which Xxxxxxxx Xxxxx signs and re-executes this Agreement.

11. Consequences of Violation of Covenants.  If Xxxxxxxx Xxxxx violates any of Xxxxxxxx Xxxxx’x covenants contained in this Agreement, including, but not limited to, those set forth in paragraph 9 above, Xxxxxxxx Xxxxx hereby agrees that Xxxxxxxx Xxxxx will pay all resulting costs incurred by any of the Releasees, including reasonable attorneys’ fees.  The immediately preceding sentence shall not apply to any challenge that Xxxxxxxx Xxxxx may make to the validity of Xxxxxxxx Xxxxx’x ADEA Waiver under paragraph 8 above.  As stated, while Xxxxxxxx Xxxxx may challenge the validity of Xxxxxxxx Xxxxx’x ADEA Waiver under paragraph 8 above, in the event Xxxxxxxx Xxxxx does so unsuccessfully, Xxxxxxxx Xxxxx may be held liable for the applicable Releasees’ attorneys' fees and costs to the same extent that successful defendants are allowed attorneys' fees under ADEA.

12. Confidentiality.  Xxxxxxxx Xxxxx will not disclose the terms of this Agreement, or the facts and circumstances giving rise to this Agreement, for any reason to any person or entity not a party hereto unless such

communication is (a) required by law or is necessary to comply with the law (e.g., communications to a tax preparer for purposes of submitting a tax return to the Internal Revenue Service) or to enforce the terms hereof, (b) to Xxxxxxxx Xxxxx’x legal counsel for the purposes of obtaining legal advice, or (c) to an immediate family member of Xxxxxxxx Xxxxx.  Xxxxxxxx Xxxxx hereby acknowledges that, in the course of Xxxxxxxx Xxxxx’x employment with the Company, Xxxxxxxx Xxxxx has had access to confidential information about, or with respect to, the Company and its subsidiaries (collectively, “Confidential Information” unless and until such information becomes public knowledge).  Xxxxxxxx Xxxxx hereby agrees that, without the prior written consent of the Company or except as may be required by applicable law, Xxxxxxxx Xxxxx will keep the Confidential Information confidential and will not divulge any of the Confidential Information to any other person. In addition, Xxxxxxxx Xxxxx agrees not to use the Confidential Information to directly or indirectly interrupt, disturb or interfere with the relationships of the Company and its subsidiaries with any customer, supplier, consultant, independent contractor or other business partner, or to compete unfairly with the Company and its subsidiaries.  If Xxxxxxxx Xxxxx believes Xxxxxxxx Xxxxx is, or may be, required by applicable law to divulge Confidential Information, or the terms or existence of this Agreement, Xxxxxxxx Xxxxx hereby agrees to inform the Company sufficiently in advance so that the Company may, if it so elects, contest the request for such Confidential Information or information concerning this Agreement.  Xxxxxxxx Xxxxx hereby agrees that all agreements, documents, drafts, computer discs, files, handwritten or typed notes and other writings relating to the Company or its subsidiaries, which were created by Xxxxxxxx Xxxxx or by any employee, agent or representative of the Company or any of its subsidiaries, or which were created by any other person at any time but to which Xxxxxxxx Xxxxx has had access solely as a result or in connection with Xxxxxxxx Xxxxx’x employment with the Company (all of the foregoing, collectively the “Files”), belong and will continue to belong to the Company or its subsidiaries, as appropriate, provided that Xxxxxxxx Xxxxx shall be entitled to retain Xxxxxxxx Xxxxx’x Smartphone (if applicable) after deleting all Confidential Information therefrom, which for the avoidance of doubt shall not entitle Xxxxxxxx Xxxxx to any wireless service.  Xxxxxxxx Xxxxx hereby covenants and represents to the Company that Xxxxxxxx Xxxxx has returned to the Company all of the Files and all equipment and any other materials belonging to the Company that are in Xxxxxxxx Xxxxx’x possession or under Xxxxxxxx Xxxxx’x control, including without limitation any corporate credit cards, identification cards, keys and computers.  Xxxxxxxx Xxxxx and the Company hereby agree that any breach or evasion of the provisions of this paragraph 1212 would result in immediate and irreparable harm to the Company, and that the Company shall be entitled to obtain an injunction and/or specific performance, as well as any other legal or equitable remedy necessary, in order to compel Xxxxxxxx Xxxxx’x compliance with the requirements of this paragraph12.

13. Cooperation.  Xxxxxxxx Xxxxx hereby agrees to assist and to cooperate with the Company in connection with the defense or prosecution of any claim, threatened or asserted, that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Xxxxxxxx Xxxxx, pertinent knowledge possessed by Xxxxxxxx Xxxxx, or any act or omission by Xxxxxxxx Xxxxx.  Xxxxxxxx Xxxxx further hereby agrees that Xxxxxxxx Xxxxx will also perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph 13.

14. Choice of Law and Forum.  This Agreement shall be interpreted and enforced in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law principles.  Xxxxxxxx Xxxxx hereby agrees that any dispute concerning or arising out of this Agreement shall be tried exclusively in an appropriate state court in Bergen County, New Jersey or federal court in Essex County, New Jersey.

15. Waiver of Trial By Jury. Each party each hereby waives any right to trial by jury on any claim, counterclaim, setoff, demand action or cause of action whatsoever between them, including, without limitation, those arising out of or in any way pertaining or relating to (i) this Agreement, (ii) any dealings between Xxxxxxxx Xxxxx and the Company with respect to this Agreement, and (iii) Xxxxxxxx Xxxxx’x employment with the Company or termination thereof, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise.  Each party hereby agrees that either of them may file a copy of this Agreement with any court as written evidence of the knowing, voluntary, and bargained agreement between Xxxxxxxx Xxxxx and the Company irrevocably to waive trial by jury, and that any dispute or controversy whatsoever between Xxxxxxxx Xxxxx and the Company shall instead be tried in a court of competent jurisdiction by a judge sitting without a jury.

16. Entire Agreement.  This Agreement incorporates all agreements and understandings between Xxxxxxxx Xxxxx and the Company with respect to the termination of Xxxxxxxx Xxxxx’x employment with the Company and supersedes all prior agreements between the Company and Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx hereby acknowledges that the Company has made no promises other than those expressly set forth in this Agreement.  No addition, modification, amendment or waiver of any part of this Agreement shall be binding or enforceable unless executed in writing by both parties hereto.

17. Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

18. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

BY SIGNING THIS SETTLEMENT AGREEMENT, XXXXXXXX XXXXX AFFIRMS:

XXXXXXXX XXXXX HAS READ IT;

XXXXXXXX XXXXX UNDERSTANDS IT, AND KNOWS THATQUINTERO XXXXX IS GIVING UP IMPORTANT RIGHTS;

XXXXXXXX XXXXX AGREES WITH EVERYTHING IN IT;

XXXXXXXX XXXXX HAS BEEN ADVISED TO CONSULT WITH XXXXXXXX XXXXX’X ATTORNEY PRIOR TO EXECUTING THIS SEPARATION AGREEMENT;

XXXXXXXX XXXXX HAS SIGNED THIS SEPARATION AGREEMENT KNOWINGLY AND VOLUNTARILY.

IN WITNESS WHEREOF, this Agreement is executed this 30^th day of April 2017.

	MOVADO GROUP, INC.
	By:	/s/ Xxxxxx X’Xxxx
		Name:	Xxxxxx X’Xxxx
		Title:	Senior Vice President, Human Resources
		Date:	April 30, 2017
	XXXXXXX XXXXXXXX XXXXX
	Xxxxxxx Xxxxxxxx Xxxxx
	Date: April 30, 2017