CONSULTING AND SEVERANCE AGREEMENT
AGREEMENT dated as of November 27, 1996 between CYGNE DESIGNS, INC., a
Delaware corporation, having an office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Cygne") and XXXXXX XXXXXX, having an address at 0 Xxxxxxx Xxxxxx Xxxx,
Xxxx Xxxxxxx, Xxx Xxxx 00000 ("Xxxxxx").
WHEREAS, Cygne and Xxxxxx are parties to an Employment Agreement dated as
of May 1, 1993 (the "Employment Agreement"); and
WHEREAS, Cygne and Xxxxxx have agreed to terminate their employment
relationship and Cygne has agreed to make severance payments to Xxxxxx, as
provided below; and
WHEREAS, in view of Xxxxxx'x abilities and knowledge of and experience with
Cygne and its business, Cygne wishes to engage Xxxxxx to perform certain
consulting services on a part-time basis as an independent contractor, as
described below; and
WHEREAS, Xxxxxx desires to accept such engagement upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
1. Termination of Employment.
The parties agree that the employment of Xxxxxx by Cygne, and any of its
subsidiaries, affiliates, joint ventures and any other businesses, of whatever
description, which are owned or controlled, in whole or in part, directly or
indirectly, by Cygne, pursuant to the Employment Agreement or pursuant to any
other agreement or understanding, oral or in writing, prior to this Consulting
and Severance Agreement, is hereby duly terminated effective November 29, 1996.
Cygne and all of its direct or indirect subsidiaries, affiliates and joint
ventures are referred to collectively hereinafter as the "Company".
2. Resignations.
Xxxxxx hereby resigns, effective November 29, 1996, each and every office,
officership and directorship he holds with each entity included in the Company,
except his position as a director of Cygne, and Xxxxxx agrees, upon Cygne's
reasonable request, to execute such further documentation and to take such
further actions reasonably satisfactory to Cygne and Xxxxxx as may be necessary
or appropriate to
confirm or effectuate such resignations. In addition to, and without limiting
the generality of the foregoing, Xxxxxx hereby resigns as nominee holder of any
stock of any direct or indirect subsidiary of Cygne and Xxxxxx agrees, upon
Cygne's reasonable request, to execute such further documentation and to take
such further actions reasonably satisfactory to Cygne and Xxxxxx as may be
necessary or appropriate to transfer any shares of stock held by him as nominee
holder (or any similar capacity) of any direct or indirect subsidiary of Cygne
in accordance with Cygne's instructions.
3. Severance Payments; Continued Benefits.
Cygne shall pay or provide to Xxxxxx, in full satisfaction of all claims or
rights to compensation or other benefits in connection with his employment by
the Company, including without limitation, unpaid salary, unpaid bonus and
severance or termination pay under the Employment Agreement or otherwise, the
following:
(i) an aggregate amount equal to $200,000, payable quarterly in
advance of the quarter, beginning on December 1, 1996, in eight (8) equal
installments of $25,000.00 each (less applicable withholding taxes and
payroll deductions); and
(ii) Xxxxxx shall be entitled to participate, at Cygne's expense to
the extent paid by Cygne for its senior management personnel generally and
as permitted by such programs, in Cygne's health insurance and disability
insurance programs as in effect from time to time until November 30, 1998
or, if this Agreement is renewed, during any Extended Term (it being
understood that after such date Xxxxxx may become eligible for COBRA
coverage in accordance with applicable law). Cygne shall also reimburse
Xxxxxx in accordance with past practice for all business expenses he
incurred before November 30, 1996.
4. Stock Options.
Cygne shall use its reasonable best efforts to have Cygne's Stock Option
and Compensation Committee, at its next meeting and as soon as practicable,
amend Xxxxxx'x stock option agreement pertaining to the grant to him on April
15, 1993 of options to acquire 55,000 shares of Cygne common stock at a price of
$4.00 per share so that the expiration date of such options heretofore granted
to Xxxxxx under Cygne's 1993 Stock Option Plan shall be 10 years from the grant
date for such options; provided, however, that Xxxxxx hereby agrees that the
options granted to Xxxxxx on May 31, 1994 to acquire 55,000 shares of Cygne
common stock at a price of $18.50 per share are hereby terminated and of no
further force and effect. It is understood that in view of the foregoing and
this Agreement, Xxxxxx shall not be a participant in Cygne's Stock Option Plan
for Non-Employee Directors. During the period Xxxxxx is performing Services
hereunder, he shall be eligible to participate in Cygne's 1993 Stock Option
Plan.
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5. Consulting Engagement and Duties.
(a) Cygne hereby engages Xxxxxx to provide certain consulting services to
the Company, as reasonably requested by Cygne from time to time, as hereinafter
provided (the "Services").
(b) The Services shall consist of advising and consulting with the Company,
in keeping with Xxxxxx'x past practices, with respect to (i) the design,
development and merchandising of apparel products, (ii) various public relations
matters and (iii) special projects such as the identification and analysis of
licensing and joint venture arrangements. Xxxxxx shall generally be available to
perform the Services on regular business days, provided that Xxxxxx shall not be
required to perform the Services in excess of 120 days per year during the Term.
In the event Cygne requests and Xxxxxx performs Services in any year in excess
of 120 days, then Cygne shall pay to Xxxxxx an additional prorated amount for
the excess days in the amount of $1,750 per day. Xxxxxx agrees that, prior to
his performance of any requested services which would result in a payment in
accordance with the preceding sentence, he shall have given written notice
thereof to Cygne. Cygne and Xxxxxx shall as promptly as practicable after the
end of each quarter during the Term confirm in writing the number of days of
Services performed by Xxxxxx during such quarter.
(c) Xxxxxx shall have no authority to bind Cygne without the express prior
written authorization of Cygne.
(d) Xxxxxx agrees that he will perform the Services in a reasonably
diligent and appropriate manner and will abide by and carry out Cygne's
reasonable policies and instructions. Except as otherwise expressly provided in
Section 9 of this Agreement, Xxxxxx shall be permitted to engage in any and all
other business activities during the Term.
(e) Cygne and Xxxxxx shall cooperate to work out and confirm in writing in
advance on a monthly basis a mutually beneficial schedule for the performance of
the Services and Cygne shall provide to Xxxxxx reasonable advance notice of any
requests for travel. Days spent traveling outside of the United States in
connection with the Services shall be deemed work days for purposes of this
Agreement.
(f) The principal location at which Xxxxxx shall perform his duties
hereunder shall be at the Company's offices in New York, New York or at such
other location as may be designated from time to time by the Board of Directors
of the Company; provided that if the principal location of Xxxxxx'x duties is
transferred from New York, New York, the new principal location of Benson's
duties shall not be transferred beyond a 25-mile radius of New York, New York
without Benson's consent. Notwithstanding the foregoing, Xxxxxx shall perform
such services at such other locations as may be required for the proper
performance of his duties hereunder, and Xxxxxx recognizes that such duties may
involve significant travel. Cygne shall provide
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reasonable office space and support for Xxxxxx as reasonably necessary for the
performance of the Services on those days that Xxxxxx is performing Services at
Cygne's offices in New York City.
6. Payment for Services; Expense Reimbursement.
(a) In consideration for Xxxxxx'x performance of the Services, Cygne agrees
to pay to Xxxxxx a consulting fee at a rate of $110,000 per year during the
Term, payable in equal monthly installments of $9,166.66 on the first business
day of each month, commencing December 2, 1996 except that a pro rata amount
shall be paid with respect to any period thereafter during the Term that does
not constitute a full month.
(b) Cygne shall reimburse Xxxxxx for all expenses authorized in writing in
advance by Cygne's Chairman and incurred by Xxxxxx in connection with the
performance of Services under this Agreement. Such reimbursement shall be made
promptly after Xxxxxx'x submission of appropriate vouchers and receipts
therefor. It is understood that from time to time Xxxxxx may be requested in
writing by Cygne to travel in connection with the performance of the Services
and, in the case of such requested travel, Xxxxxx shall be permitted to use
first class airservice and shall receive a per diem allowance of $600 per day in
respect of all other expenses incurred by Xxxxxx in connection with such travel.
7. Term.
Subject to earlier termination as provided in Section 8 below, the term of
Xxxxxx'x engagement to perform Services under this Agreement (the "Term") shall
commence November 30, 1996 and shall terminate on November 30, 1998. However,
this Agreement shall automatically be renewed and extended for successive one
year periods (the "Extended Term") and all of its provisions shall remain the
same (except for Xxxxxx'x consulting fee) unless either party provides the other
with written notice of non-renewal (a "Non-renewal Notice") no later than six
months prior to the then existing termination date. During any Extended Term,
Xxxxxx'x consulting fee shall be increased to $225,000 per year.
8. Termination.
(a) Xxxxxx'x engagement to perform the Services and Cygne's obligation to
pay any otherwise subsequently due consulting fee under Section 6 hereof shall
terminate upon Xxxxxx'x death or disability (as defined in Section 7(c) of the
Employment Agreement).
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(b) Each of the following shall constitute an event of default under this
Agreement, in which case, the non-defaulting party may give the other notice
that this Agreement shall terminate on the date selected by the non-defaulting
party and set forth in such notice, unless cured as specified below:
(i) If either Xxxxxx or Cygne shall, whether by action or inaction,
breach in any material respect any obligation under this Agreement,
including a material failure by Xxxxxx to perform his duties and
responsibilities hereunder or a failure by Cygne to pay amounts when due
hereunder or to provide the insurance required hereunder, and such breach
is not remedied within thirty (30) days after written notice thereof from
the non-defaulting party;
(ii) If, for any reason, Xxxxxx shall be convicted of a felony or any
other crime as a result of which his ability to perform the services
described in Section 5 hereof is materially impaired; or
(iii) If there has been fraud, bad faith or willful misconduct on the
part of Cygne or Xxxxxx in connection with the performance of Xxxxxx'x
duties and responsibilities hereunder.
Upon termination of this Agreement pursuant to this Section 8(b), Xxxxxx'x
obligation to provide Services to Cygne hereunder, and Cygne's obligation to
make payments to Xxxxxx under Section 6 hereof, shall terminate, except that
Cygne shall be obligated to reimburse all expenses incurred through the
termination date in accordance with Section 6(b) hereof. In addition, upon
termination of this Agreement pursuant to this Section 8(b) as a result of a
material breach by Xxxxxx of Section 9 hereof, Cygne's obligations to make
payments to Xxxxxx and provide benefits to Xxxxxx under Section 3 hereof shall
terminate.
(c) Anything in this Agreement to the contrary notwithstanding, Xxxxxx
shall have the right at any time after May 31, 1997 to terminate this Agreement,
upon 30 days prior written notice to Cygne. Upon termination of this Agreement
pursuant to this Section 8(c), Xxxxxx'x obligation to provide Services to Cygne
hereunder, and Cygne's obligations to make payments to Xxxxxx under Section 3
and Section 6 hereof, and to provide benefits to Xxxxxx under Section 3 hereof,
shall terminate, except that Cygne shall be obligated to reimburse all expenses
incurred through the termination date in accordance with Section 6(b) hereof.
(d) Anything in this Agreement to the contrary notwithstanding, Cygne shall
have the right to terminate this Agreement at any time after May 31, 1997, upon
30 days prior written notice to Xxxxxx (a "Cygne Termination Notice"). Upon
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termination of this Agreement pursuant to this Section 8(d), Xxxxxx'x obligation
to provide Services to Cygne hereunder, and Cygne's obligation to make payments
to Xxxxxx under Section 3 and Section 6 hereof, and to provide benefits to
Xxxxxx under Section 3 hereof, shall terminate; provided, however, that (i)
Cygne shall be obligated to reimburse all expenses incurred through the
termination date in accordance with Section 6(b) hereof and (ii) Cygne shall pay
Xxxxxx x xxxxxxxxx in an aggregate amount equal to $210,000, payable in twelve
(12) equal installments of $17,500 each (less applicable withholding taxes and
payroll deductions) on the first day of each month following the effectiveness
of such termination.
(e) If this Agreement is not renewed after November 30, 1998 as a result of
a Non-renewal Notice delivered by Cygne to Xxxxxx, then Xxxxxx shall be entitled
to a severance in an aggregate amount of $210,000, payable quarterly in advance
of the quarter, beginning on December 1, 1998, in four equal installments of
$52,500 (less applicable withholding taxes and payroll deductions). It is
understood that under no circumstances shall Cygne be obligated to make payments
pursuant to both Section 8(d) (which is triggered only by a Cygne Termination
Notice) and this Section 8(e) (which is triggered only by a Non-renewal Notice
delivered by Cygne to Xxxxxx).
9. Employment Agreement.
Xxxxxx and Cygne hereby agree that the Employment Agreement (other than
Sections 9(a), (b), (c) and (d), 10, 11 and 12 thereof) is hereby terminated and
that, notwithstanding termination of such Employment Agreement, Sections 9(a),
(b), (c) and (d), 10, 11 and 12 thereof shall remain in full force and effect;
provided, however, that Cygne shall not be required to make any payments to
Xxxxxx pursuant to the Employment Agreement; and provided further that the
parties expressly acknowledge and agree that, anything in this Agreement or the
Employment Agreement to the contrary notwithstanding, Xxxxxx may engage in any
business or consulting activities so long as (i) they would not be directly
competitive with or materially adverse to the Company's business and (ii) they
do not involve the disclosure of confidential information under Section 11 of
the Employment Agreement. Notwithstanding the termination of this Agreement
pursuant to Section 8, the provisions of this Section 9 shall remain effective
during any period in which Cygne is making payments to Xxxxxx in accordance with
Section 8(d) or Section 8(e).
10. Assignment of Xxx Xxxxxx Consulting Agreement.
Cygne and Xxxxxx agree that, in accordance with the provisions of Section
13 of the Consulting Agreement dated as of September 20, 1996 by and between
AnnTaylor Stores Corporation, AnnTaylor, Inc., Cygne and Xxxxxx (the "Xxx Xxxxxx
Consulting Agreement"), the Xxx Xxxxxx Consulting Agreement is, effective
November 30, 1996, assigned by Cygne to Xxxxxx and Xxxxxx agrees to assume and
perform all of Cygne's obligations thereunder, to the extent applicable and
Cygne shall
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advise AnnTaylor Stores Corporation and AnnTaylor, Inc. in writing, with a copy
to Xxxxxx, to make all payments thereunder directly to Xxxxxx; provided,
however, that the quarterly fee payment to be paid by Xxx Xxxxxx with respect to
the current quarter under the Xxx Xxxxxx Consulting Agreement shall be allocated
between Cygne and Xxxxxx, respectively, on a prorated basis reflecting the
number of days in such quarterly period through the close of business on
November 29, 1996 and after such date, and provided, further, that if any
portion of the amount of any such allocated fee payment due to Cygne in
accordance with the foregoing proviso is paid by Xxx Xxxxxx to Xxxxxx and not
promptly thereafter paid by Xxxxxx to Cygne, then Cygne shall be entitled to
offset such amount against any amounts otherwise due to Xxxxxx under Section 6
hereof.
11. Third-Party Beneficiaries.
Except as otherwise expressly provided herein, this Agreement is not
intended, and shall not be deemed, to confer upon or give any person except the
parties hereto and their respective successors, heirs and/or permitted assigns,
any remedy, claim, liability, reimbursement, cause of action or other right
under or by reason of this Agreement.
12. Releases.
(a) Except as set forth in the proviso to this Section 12(a), in
consideration of the transactions contemplated hereby and the release being
given by Xxxxxx in Section 12(b) hereof, Cygne for itself and for its successors
and assigns, and for its affiliates, officers, directors and employees
(collectively, the "Cygne Releasor"), hereby releases and forever discharges
Xxxxxx, the executors and administrators of his estate, his heirs, successors
and assigns (collectively the "Xxxxxx Releasee"), from any and all claims,
actions, causes of action, suits, sums of money, debts, covenants, contracts,
controversies, agreements, promises, demands or damages of any nature whatsoever
or by reason of any matter, cause or thing regardless of whether known or
unknown at present, whether at common law, by statute or otherwise, which
against the Xxxxxx Releasee the Cygne Releasor ever had, now has or hereafter
can, shall or may have for, upon, or by reason of, any matter, cause or thing
whatsoever from the beginning of the world to the date hereof, including without
limitation any matter, cause or thing relating to or arising out of the
employment of Xxxxxx in any capacity by Cygne or any of its affiliates or any
actions taken or omitted to be taken by Xxxxxx while employed by Cygne or any of
its affiliates; provided, however, that nothing contained in this Section 12(a)
is intended to preclude Cygne from bringing any action to enforce its rights
under this Agreement. Cygne agrees that the Cygne Releasor will never institute
a claim of any kind against the Xxxxxx Releasee, including without limitation
any claim relating to his employment with Cygne, except to enforce its rights
under this Agreement and those provisions of Xxxxxx'x Employment Agreement which
continue pursuant to Section 9 hereof. Cygne agrees that if the Cygne Releasor
violates this release by instituting suit against the Xxxxxx Releasee, it will
pay all costs and
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expenses of defending against the suit incurred by the Xxxxxx Releasee,
including reasonable attorneys' fees.
(b) Except as set forth in the proviso to this Section 12(b), Xxxxxx, in
consideration of the payments being made to him hereunder and the release being
given by Cygne in Section 12(a) hereof, for himself and for the executors and
administrators of his estate, his heirs, successors and assigns (collectively,
the "Xxxxxx Releasor"), hereby releases and forever discharges the Company
(including without limitation Cygne), its affiliates, and its and their
officers, directors, employees and stockholders and the respective executors,
administration heirs, successors and assigns of the foregoing (collectively, the
"Cygne Releasee"), from any and all claims (including without limitation any
claims arising under the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, or any similar federal or state laws, rules or regulations
dealing with discrimination in employment on the basis of sex, race, national
origin, religion, disability or age), actions, causes of action, suits, sums of
money, debts, covenants, contracts, controversies, agreements, promises, demands
or damages of any nature whatsoever or by reason of any matter, cause or thing
regardless of whether known or unknown at present, whether at common law, by
statute or otherwise, which against the Cygne Releasee the Xxxxxx Releasor ever
had, now has or hereafter can, shall or may have for, upon, or by reason of, any
matter, cause or thing whatsoever from the beginning of the world to the date
hereof, including without limitation any matter, cause or thing relating to or
arising out of the employment of Xxxxxx by Cygne or any of its affiliates;
provided, however, that nothing contained in this Section 12(b) is intended to
preclude Xxxxxx from bringing any action to enforce his rights under this
Agreement. Xxxxxx agrees that the Xxxxxx Releasor will never institute a claim
of any kind against the Cygne Releasee relating to his employment with Cygne or
any of its affiliates, except to enforce its rights under this Agreement. Xxxxxx
agrees that if the Xxxxxx Releasor violates this release by instituting suit
against the Cygne Releasee, he will pay all costs and expenses of defending
against the suit incurred by the Cygne Releasee, including reasonable attorneys'
fees. Nothing in the foregoing, however, is intended to or shall affect or alter
the continued rights of Xxxxxx, pursuant to law, the Certificate of
Incorporation or By-Laws of Cygne or any of its affiliates or any contract or
policy of insurance relating to indemnification in respect of matters arising
during his employment with Cygne, or any of its affiliates or his service as a
director, officer or employee of any of the foregoing.
(c) Each of the parties hereto acknowledges that he or it may have
sustained damages, expenses or losses which are presently unknown or not
suspected and that such damages, expenses or losses, if any, may give rise to
additional damages, expenses or losses in the future which are not now
anticipated. Each of the parties hereto hereby expressly waives any and all
rights that he or it may have had under any statute or common law principle
which would limit the effect of the foregoing release to those claims actually
known or suspected to exist at the time of execution of this Agreement.
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(d) Each of Cygne and Xxxxxx acknowledges that, in connection with the
execution of this Agreement, it or he has had the opportunity to consult with
independent legal counsel of its or his own choosing, and that it or he
understands that by execution hereof it or he, except as otherwise expressly
provided herein, waives and releases any and all rights or claims it or he may
have against the other party hereto and their respective affiliates, officers,
directors, employees or stockholders, arising under Xxxxxx'x employment
relationship with Cygne, and whether known or unknown to such party at present.
Each party further acknowledges that the terms hereof are fully satisfactory to
it or him, that there exists between the parties no further additional
agreements or understandings, either oral or in writing, not set forth herein,
and that this Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and may not be modified except by a writing
signed by both parties hereto.
13. Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration before one (1) arbitrator
selected in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in the City of New York. Arbitration as provided herein
shall be the exclusive means for determination of all matters as above provided,
and any decision and award of the arbitrators shall be final, binding and
conclusive upon the parties and such decision and award may be entered as a
final judgment in any court of competent jurisdiction. None of the parties shall
institute any action or proceeding in any court of law or equity, state or
federal, other than as may be necessary for purposes of enforcement of the
arbitrators' decision and award hereunder.
14. Indemnity.
(a) Cygne shall indemnify, defend, reimburse, and hold Xxxxxx harmless from
and against any and all costs, liabilities, claims, losses, and suits arising
from or relating to the performance by Xxxxxx of the Services; provided that the
foregoing shall not apply to any costs, liabilities, claims, losses and suits
arising from or relating to the gross negligence or wilful misconduct of Xxxxxx.
(b) Xxxxxx shall indemnify, defend, reimburse, and hold Cygne harmless from
and against any and all costs, liabilities, claims, losses, and suits arising
from or relating to the gross negligence or wilful misconduct of Xxxxxx in the
performance of the Services.
15. Miscellaneous.
(a) Changes in or additions to this Agreement may be made, and compliance
with any provision herein set forth may be omitted or waived, only with the
consent thereto in writing of the party for whose benefit such provision was
intended.
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(b) All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered personally, by mail
(certified or registered mail, return receipt requested), by reputable overnight
courier or by facsimile transmission (receipt of which is confirmed);
(i) If to Cygne to:
Cygne Designs, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(ii) If to Xxxxxx to:
0 Xxxxxxx Xxxxxx Xxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
or to such other person or address as any party shall specify by notice in
writing, given in accordance with this Section, to the other party hereto.
(c) This Agreement shall be binding upon each of the parties hereto and
their respective successors and assigns and shall inure to the benefit of each
of the parties hereto and their respective heirs, executors, successors and
permitted assigns, but, except as contemplated herein, neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned,
directly or indirectly, by Cygne or Xxxxxx without the prior written consent of
the other party hereto; provided, however, that Cygne may assign any or all of
its rights, interests or obligations hereunder to any one or more, direct or
indirect, wholly owned subsidiaries of Cygne, provided, however, that no such
assignment by Cygne hereunder shall limit or affect Cygne's obligations
hereunder; provided, further, however, that Xxxxxx may assign any or all of his
rights, interests or obligations hereunder to any domestic corporation of which
he is the sole record and beneficial stockholder, provided, however, that no
such assignment by Xxxxxx shall limit or affect Xxxxxx'x obligations hereunder.
(d) This Agreement constitutes the entire agreement among the parties and
supersedes any prior understandings or agreements concerning the subject matter
hereof.
(e) If any term or provision of this Agreement is determined or
held to be unenforceable, the balance of this Agreement, and the application of
such term or provision in another jurisdiction or under different circumstances
shall nevertheless be unaffected by such holding or determination. In addition,
in any such event, the parties agree that it is their intention and agreement
that any term or
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provision which is held or determined to be unenforceable, as written, shall
nonetheless be in force and binding to the fullest extent permitted by law or
applicable rule or regulation as though such term or provision had been written
in such a manner and to such an extent as to be enforceable under the
circumstances.
(f) Each party agrees to execute all such documents and to take such
further actions as may be reasonably requested by the other party to further
effectuate the terms of this Agreement. The parties shall cooperate and act in
good faith with respect to any and all matters relating to this Agreement.
(g) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York. Subject to Section 13 above, any legal action
or proceedings against any party with respect to this Agreement shall be brought
in the courts of the State of New York, United States of America, or the U.S.
Federal Courts in such state, and each party hereto irrevocably submits to the
jurisdiction of such courts for the purpose of any action or proceedings arising
hereunder.
(h) This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CYGNE DESIGNS, INC.
By: /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
/s/ XXXXXX XXXXXX
-------------------------------------
Xxxxxx Xxxxxx
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