EMPLOYMENT AGREEMENT
The parties to this Employment Agreement are The Warnaco Group, lnc. (by
itself, 'Warnaco' and together with its divisions, subsidiaries and affiliates,
the 'Company'), a Delaware corporation, with its office and principal place of
business currently located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Xxxxx
X. Xxxxxxx (the 'Employee'), an individual currently residing at [Home Address].
BACKGROUND
Warnaco desires to employ the Employee on a substantially full-time basis,
as its Senior Vice President -- Finance, and the Employee desires to be so
employed by Warnaco all upon the terms and conditions hereinafter set forth.
1. Employment and Duties. During the Employment Period (as hereinafter
defined), the Employee shall serve as Senior Vice President -- Finance. The
duties, responsibilities and authority of the Employee shall include such
duties, responsibilities and authorities normally associated with a Senior Vice
President -- Finance.
2. Employment Period. The employment period shall begin on June 11, 2001
(the 'Effective Date,) and shall continue thereafter throughout the period
ending on October 31, 2002 or, if sooner, the date on which the Employee's
employment is terminated in accordance with this provision (the 'Employment
Period'). The Employee's employment may be terminated at any time by either
party by giving thirty (30) days' prior written notice to the other party.
3. Place of Employment. The Employee's services shall be performed at the
Company's principal offices in New York City. The parties acknowledge,
however, that the Employee may be required to travel in connection with the
performance of his duties hereunder.
4. Base Salary. For all services to be rendered by the Employee pursuant to
this Agreement, the Company shall pay the Employee during the Employment Period
a base salary (the 'Base Salary') at the rate of $375,000.00 per annum (prorated
as necessary). In the event the Employee is unable to perform his duties as
Senior Vice President -- Finance due to illness or disability for a period of
thirty (30) consecutive days or more, the Employee and the Company shall
negotiate in good faith a reduced Base Salary for such period. The Base Salary
shall be paid in periodic installments in accordance with the Company's regular
payroll practices.
5. Expenses. The Employee shall be entitled to prompt reimbursement for all
reasonable, ordinary and necessary travel, entertainment, and other expenses
incurred by the Employee during the Employment Period in the performance of his
duties and responsibilities for the Company under this Agreement and for the
reasonable fees and expenses of his counsel incurred in connection with the
preparation, negotiation and approval of this Agreement.
6. Pension, Savings. Other Plans. During the Employment Period, the Employee
shall also be entitled to participate in all pension, retirement, savings and
other similar employee benefit plans and programs maintained by the Company,
participating at or above the level of participation for persons holding
positions with comparable duties and responsibilities.
7. Vacations, Holidays and Other Welfare Benefits. During the Employment
Period, Employee shall be entitled to paid vacation and holiday benefits, fringe
benefits and perquisites in accordance with the Company's policies from time to
time or as Employee and the Company shall otherwise agree. During the Employment
Period, Employee, Employee's spouse, if any, and other eligible dependants, if
any, shall be entitled to participate in and be covered under all the welfare
benefit plans or programs maintained by the Company, including, without
limitation, all medical, hospitalization, dental, disability, life insurance,
accidental death and dismemberment and travel accident insurance plans and
programs, or such other welfare benefit plans or programs as Employee and the
Company shall otherwise agree. Employee and, if applicable, his family members,
shall participate and be covered at or above the level of participation and
coverage for persons holding positions with comparable duties and
responsibilities or as Employee and the Company shall otherwise agree.
8. Confidentiality. The Employee shall keep as confidential all non-public
information received from the Company in conjunction with his employment,
except: (i) as requested by the Company or its legal counsel; (ii) as required
by legal proceedings; or (iii) as reasonably required in connection with the
performance of his duties, including communications with the Company's
shareholders, affiliates and creditors, or their advisors. At the conclusion of
his employment, if requested by the Company, the Employee shall return all such
information in his possession to the Company.
9. Certain Conduct. During and after the Employment Period, the Company
agrees to refrain and the Employee agrees to refrain, from making any
statements of a defamatory or disparaging nature regarding the other party, the
Company's officers, directors, personnel or products or the Employee's services,
except, in each case, in such party's professional capacity or, in the case of
the Employee, in connection with the performance of his duties hereunder or in
connection with litigation arising out of or relating to this Agreement.
10. Indemnification. The Company shall indemnity the Employee to the full
extent permitted by Delaware law on the date of this Agreement. The Employee
shall be covered as an officer under the Company's existing director and officer
liability insurance policy. The Company shall also use commercially reasonable
efforts (which shall include the payment of amounts which the Company determines
in its good faith are reasonable) to arrange to maintain any such insurance
coverage for a period of two years following termination of the Employee's
employment. Termination of the Employee's employment shall not affect any of
these provisions, which shall remain in full force and effect. The provisions of
this Section are in the nature of contractual
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obligations and no change in applicable law or the Company's charter, bylaws or
other organizational documents or policies shall affect Employee's rights
hereunder.
11. Successors and Assigns. This Agreement and all rights under this
Agreement shall be binding upon and inure to the benefit of, and be
enforceable by, the parties hereto and their respective personal or legal
representatives, executors, administrators, heirs, distributees, devisees,
legatees, successors and assigns. This Agreement is personal in nature, and
neither of the parties to this Agreement shall, without the prior written
consent of the other, assign or transfer this Agreement or any one or more
of his or its rights under this Agreement or delegate any one or more of his
or its duties under this Agreement, to any other person or entity, except that.
Employee many assign his right to receive payments or benefits hereunder.
In any event, no assignment of rights, or delegation of obligations under
this Agreement shall relieve the assigning or delegating party of its
obligations hereunder. The Company shall require any successor to all
or substantially all of the business and/or assets of the Corporation,
whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to Employee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Corporation would be
required to perform if no such succession had taken place. If the Employee
should die while any amounts are still payable, or any benefits are still
required to be provided, to the Employee hereuader, all such amounts or
benefits, unless otherwise provided herein, shall be paid or provided in
accordance with the terms of this Agreement to the Employee's devisee, legatee,
or other designee or, if there be no such designee, to the Employee's estate (in
each case, a 'Beneficiary').
12. Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement or the Employee's
employment hereunder to the extent necessary to the intended preservation of
such rights and obligations.
13. Notices. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Employee: Xxxxx X. Xxxxxxx
[Home Address]
If to the Company: The Warnaco Group, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxxxxx, Esq.
General Counsel
or to such other address or the attention of such other person as the recipient
party has previously furnished to the other parties in writing in accordance
with this section. Such notices or other
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communications shall be effective upon delivery or three days after they have
been mailed as provided for above.
14. Integration. This Agreement represents the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior or contemporaneous agreements whether written or oral. No waiver,
alteration, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by duly authorized representatives of the
parties hereto.
15. Waiver. Failure or delay on the part of either party hereto to enforce
any right, power, or privilege hereunder shall not be deemed to constitute a
waiver thereof. Additionally, a waiver by either party or a breach of any
promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent breach or promise by such other party.
16. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effect and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
17. Headings. The headings of the sections contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of any provision of this Agreement.
18. Applicable Laws. This Agreement shall be governed by and construed in
accordance with the internal substantive laws, and not the choice of law rules,
of the State of New York.
19. Counterparts. This Agreement may be execute din one or more
counterparts, none of which need contain the signature of more than one party
hereto, each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement.
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IN WITNESS WHEREOF, each of the Company and the Employee has executed this
Agreement, in the case of the Company by its duly authorized officer, as of
June 11, 2001.
THE WARNACO GROUP, INC. for itself and
its divisions, subsidiaries and
affiliates
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name:
Title:
EMPLOYEE
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
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