EXHIBIT 10.13
October 28, 1998
Xx. Xxxxxxxxx X. Xxxxx
00 Xxx Xxxx
Xxxxxx, XX 00000
Dear Xxxxx:
This letter sets forth our agreement with respect to your resignation as
executive vice president-chief merchandising officer of Hills Stores Company
and its subsidiary, Hills Department Store Company (collectively, the
"Companies").
1. Resignation.
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By your execution and delivery hereof, you hereby resign, from all
positions with the Companies and any subsidiaries thereof effective
November 15, 1998.
2. Severance.
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(a) The Companies hereby agree to pay you as severance, a payment of
$178,500 which will be paid to you on or before November 6, 1998.
(b) You will be entitled to receive your base pay through November 15,
1998.
(c) The Companies will reimburse you for your heretofore un-reimbursed
travel and other business expenses reasonably incurred by you prior
to November 6, 1998 in the performance of your duties on behalf of
the Companies, upon submission of the required supporting
documentation.
(d) The Companies may withhold or cause to be withheld from any amount
payable under this letter agreement such amounts as shall be
required to be withheld pursuant to applicable law or regulation.
(e) You understand and agree that, except as expressly set forth in this
letter agreement, you will receive no payments, compensation,
benefits, perquisites, vacation pay, remuneration or bonuses,
including severance, to which you otherwise might be entitled under
any understanding or agreement with the Companies or any
subsidiaries; provided, however, you will be entitled to receive
your accrued base salary through November 15, 1998 and you will be
given the option of purchasing your leased automobile at the lease
buy-out price set forth in the Companies' agreement with Merchant's
Leasing.
3. Continuing Obligations.
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(a) Except as expressly provided in this letter agreement, the
obligations of each of the parties under the July 22, 1997
Employment Agreement are hereby terminated.
(b) The provisions of Section 5 (a), (b), (c), (d) and (e) of the
aforesaid Employment Agreement, will continue in full force and
effect.
4. Release by Angst.
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(a) You hereby represent that you do not have any claim, action or
proceeding pending against Hills and are not contemplating any such
claim, action or proceeding. For purposes of this paragraph 4, the
term "Hills" refers to the Companies, each of their respective
subsidiaries, divisions and affiliates, and each of their respective
officers, directors, agents, employees and assigns.
(b) Except as necessary to enforce the terms of this letter agreement,
and in exchange for and in consideration of the payments, promises,
covenants and agreements set forth in this letter agreement, you
hereby release Hills from any and all manner of claims, demands,
causes of action, obligations, damages or liabilities whatsoever of
every kind and nature, at law or in equity, known or unknown, and
whether or not discoverable, which you have or may have for any
period prior to and including the date of the execution of this
letter agreement, including, but not limited to, any claim of
wrongful discharge, breach of an express or implied contract, breach
of any covenant of good faith and fair dealing, any tort and any
discrimination claims under the Age Discrimination in Employment Act
of 1967 or any other federal, state or local law or regulations and
any claim for attorney's fees or costs.
(c) You agree never to file or participate in a lawsuit, arbitration or
other legal proceeding asserting any claims that are released
pursuant to this paragraph 4 unless you are compelled to testify or
otherwise participate in any lawsuit, arbitration or other legal
proceeding by subpoena or any other legal process, but only to the
extent of such compulsion. If you breach your promise and file or
participate in a legal proceeding based on claims you have released,
you agree to pay for all costs incurred by Hills, including
reasonable attorney's fees, in defending against your claim, and
you shall be required to repay to Hills (and shall forfeit any right
to receive) any monies and benefits paid or payable to you pursuant
to this letter agreement. In addition, Hills shall be entitled to
any other relief available to it at law or in equity.
(d) In executing this letter agreement, the Companies are not admitting
any liability or wrongdoing, and the considerations exchanged herein
do not constitute an admission by Hills of any liability, error,
contract violation, or violation of any federal, state or local law
or regulation.
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5. Miscellaneous.
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(a) This letter agreement will be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives,
executors, heirs, administrators, successors and assigns.
(b) The unenforceability or invalidity of any provision or provisions of
this letter agreement shall not render any other provision or
provisions hereof unenforceable or invalid.
(c) This letter agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and fully
supersedes any and all prior agreements or understandings between us
with respect to such subject matter. This letter agreement may not
be altered, modified or changed, and no provision hereof may be
waived, except pursuant to a written instrument signed by the
parties hereto.
(d) This letter agreement and all matters and issues collateral thereto
shall be governed by the laws of the Commonwealth of Massachusetts
applicable to contracts performed entirely therein.
(e) You have been afforded an opportunity to take at least twenty-one
(21) days to consider this letter agreement and have been advised to
consult with the attorneys of your choice prior to executing this
letter agreement. The parties understand and acknowledge that you
will have a period of seven (7) calendar days following your
execution hereof in which to revoke your consent to this letter
agreement. If you so revoke your consent, this letter agreement
shall be null and void and of no force or effect.
If the foregoing letter correctly sets forth our agreements and under-
standing with respect to the subject matter hereof, please so indicate by
executing and returning to the Companies the enclosed duplicate copy of this
letter, whereupon it shall constitute our legally binding agreement.
Very truly yours,
HILLS STORES COMPANY
HILLS DEPARTMENT STORE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
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Chairman of the Board
By: /s/ Xxxxxxx X. Friend
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Sr. Vice President
Secretary & Corporate Counsel
ACCEPTED & AGREED
AS OF OCTOBER 28, 1998
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
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