Exhibit 10.15
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT, dated as of January 16, 1996, by and between
Bidermann Industries Corp., a debtor and a debtor in possession, having its
principal offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company")
and Xxxxxx X. Xxxxxxx whose address is 000 Xxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX
00000 ("Employee").
W I T N E S S E T H:
IT IS AGREED between the parties as follows:
1. In consideration of Employee's valuable contribution to the Company
and Employee's continued employment with the Company, the Company hereby agrees
to provide Employee with a special severance benefit as set forth herein. In the
event that Employee's employment with the Company is terminated by the Company,
during the period of the Company's Chapter 11 proceedings or within one (1) year
from the date of confirmation of a plan of reorganization for Bidermann
Industries Corp., without Just Cause (as herein defined), including due to the
occurrence of an event set forth in paragraph 3.14(a) of the Third Amendment to
the Bidermann Retirement Income Plan (the "Third Amendment"), the Company will
pay Employee, as a severance benefit, an amount equal to Employee's then current
base salary (excluding any bonus compensation) for a period of twelve (12)
months (the "Severance Amount"). As used in this Agreement "Just Cause" is
defined as (i) commission of wilful or intentional misconduct that could
reasonably be expected to materially injure the reputation, business or business
relationships of the Company, or result in personal enrichment at the expense of
the Company, (ii) failure to report for work unless prevented from doing so
because of illness, vacation, or other authorized leave granted by the Company,
(iii) theft, embezzlement or engaging in any other criminal activity, (iv)
provision of services to a competitor of the Company, (v) disclosure of any
trade secret or confidential information of the Company, or (vi) excessive use
of alcohol or use of illegal drugs.
2.(a) The Severance Amount shall be payable over a period of twelve
(12) months (the "Payment Period") in accordance with the normal payroll cycle
of the Company; provided, however that in the event Employee is entitled to
receive any payments upon the termination of employment pursuant to paragraph
3.14(a) and 3.14(b) of the Third Amendment which provides for an enhanced
retirement benefit in the event of job elimination (the "Enhanced Retirement
Benefit"), the gross amount of the Enhanced Retirement Benefit payable pursuant
to such paragraph 3.14(a) and 3.14(b) of the Third Amendment will be applied to
reduce the gross amount Employee would be otherwise entitled to
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receive pursuant to this Agreement. For purposes of this Agreement "gross
amount" refers to the amount of the benefit or payment, prior to deducting for
any amounts that are required to be withheld, and, in the case of the Enhanced
Retirement Benefit, refers to the amount of the benefit calculated as a lump-sum
pursuant to paragraph 3.14(c)(ii) of the Third Amendment, and not as an annuity
pursuant to paragraph 3.14(c)(i) of the Third Amendment. In no event will the
Severance Amount be reduced by the amount payable pursuant to paragraph 3.14(c)
of the Third Amendment which allows Employee to elect a lump-sum payment of the
Retirement Benefit (as defined in the Third Amendment) otherwise payable at age
65. Employee will receive the Enhanced Retirement Benefit, and the gross amount
of the Severance Amount will be reduced by the gross amount of the Enhanced
Retirement Benefit (such amount after the reduction shall hereafter be referred
to as the "Net Severance Amount"). The Net Severance Amount shall be payable
over the Payment Period in accordance with the normal payroll cycle of the
Company.
(b) This Agreement shall have no effect on any other benefits under the
Bidermann Retirement Income Plan other than the Enhanced Retirement Benefit. The
payment provided for in this Agreement shall constitute the exclusive payment
due Employee by reason of the termination of employment, including any payment
which may otherwise be payable pursuant to any other separation or severance
policy established or maintained by the Company, but shall have no effect on any
other benefits which may be due Employee under any plan of the Company which
provides benefits (other than separation or severance pay) after termination of
employment.
(c) Receipt of the payment provided for in this Agreement shall be
conditioned upon Employee's executing and delivering to the Company the
Company's standard general release form.
3. In consideration of the payment provided for in this Agreement,
Employee agrees that following the termination of employment Employee will not
disclose, or use for the benefit of any third party, any information relating to
the confidential affairs of the Company and its affiliates, including but not
limited to business and marketing plans, customer lists, strategies, customer
information, other information concerning the Company's and its affiliates'
products, promotions, development, financing, expansion plans, business policies
and practices, and other forms of information considered by the Company and its
affiliates to be confidential and in the nature of trade secrets. This
confidentiality covenant has no temporal, geographical or territorial
restriction.
4. In the event the Employee breaches his or her obligations hereunder,
in addition to any other rights or remedies available at law or in equity, the
Company's obligations
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hereunder shall cease. Further, the Employee acknowledges and agrees that the
Company's remedy at law for breach or threatened breach of any of the provisions
of paragraph 3 of this Agreement would be inadequate, and in recognition of that
fact, in the event of a breach or threatened breach by the Employee of any
obligation under paragraph 3 of this Agreement, it is agreed, in addition to its
remedies at law, the Company shall be entitled to equitable relief in the form
of specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available. Nothing
herein contained shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach. The Company
shall not be required to post any bond in connection with any such relief.
5. Nothing herein contained shall confer upon Employee a right to
continue as an employee of the Company or affect any rights of the Company to
terminate the employment of Employee for any reason whatsoever, subject,
however, to the payment of the amounts provided for in this Agreement.
6. The payment of the Severance Benefit or Net Severance Benefit, as
the case may be, shall automatically terminate upon Employee becoming a
full-time employee of any corporation, person or other business entity (an
"Entity"). Employee shall immediately inform the Company upon Employee's
becoming a full-time employee of any Entity. In such event, any payments of the
Severance Amount, or Net Severance Amount, shall cease, effective as Employee's
first day of employment with the Entity.
7. This Agreement is personal in nature and may not be assigned or
transferred by Employee, but shall be binding upon the assigns or successors of
the Company. In the event the Company breaches its obligations under this
Agreement, Employee shall be entitled to be reimbursed for Employee's costs,
including reasonable attorneys' fees, in enforcing Employee's rights under this
Agreement.
8. For purposes of the letter, the "Company" shall mean Bidermann
Industries Corp., its parent or any of its affiliated or subsidiary companies.
9. This Agreement shall be governed by the laws of the State of New
York applicable to contracts made and to be performed in the State of New York.
10. This Agreement contains the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior written understandings and agreements relating to the
payment of severance benefits to the Employee and may not be modified,
discharged or terminated, nor may any of the provisions hereof be waived, except
in writing
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signed by the parties hereto.
11. On July 17, 1995, the Company filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court").
The parties agree and acknowledge that this Agreement is expressly subject to
approval by order of the Bankruptcy Court, without which this Agreement is null
and void and without force or effect.
BIDERMANN INDUSTRIES CORP.
By: /s/ Xxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxx ------------------------
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Xxxxxx X. Xxxxxxx
Title: President
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