EXHIBIT 10.2.33
Executive Severance
Agreement for (NAME)
Charming Shoppes, Inc.
July 1999
Contents
Article 1. Establishment, Term, and Purpose 1
Article 2. Definitions 2
Article 3. Severance Benefits 5
Article 4. Form and Timing of Severance Benefits 8
Article 5. Excise Tax Treatment 8
Article 6. The Company's Payment Obligation 8
Article 7. Legal Remedies 9
Article 8. Outplacement Assistance 9
Article 9. Successors and Assignment 9
Article 10. Miscellaneous 10
Charming Shoppes, Inc.
Executive Severance Agreement
THIS AGREEMENT is made and entered into as of the 15th day of July,
1999 (the "Effective Date"), by and between Charming Shoppes, Inc.
(hereinafter referred to as the "Company") and (NAME) (hereinafter referred
to as the "Executive").
WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the
Company;
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board
should be able to rely upon the Executive to continue in his position, and
that the Company should be able to receive and rely upon the Executive's
advice, if requested, as to the best interests of the Company and its
shareholders without concern that the Executive might be distracted by the
personal uncertainties and risks created by the possibility of a Change in
Control; and
WHEREAS, should the possibility of a Change in Control arise, in
addition to his regular duties, the Executive may be called upon to assist
in the assessment of such possible Change in Control, advise management and
the Board as to whether such Change in Control would be in the best
interests of the Company and its shareholders, and to take such other
actions as the Board might determine to be appropriate.
NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ
of the Company, and for other good and valuable consideration, the Company
and the Executive agree as follows:
Article 1. Establishment, Term, and Purpose
This Agreement will commence on the Effective Date and shall continue
in effect for three (3) full years (i.e., until the day before the third
anniversary of the Effective Date). However, at the end of such three (3)
year period and at the end of each additional year thereafter, the term of
this Agreement shall be extended automatically for one (1) additional year,
unless the Committee delivers written notice six (6) months prior to the
end of such term, or extended term, to each Executive, that the Agreement
will not be extended. In such case, the Agreement will terminate at the end
of the term, or extended term, then in progress.
However, in the event a Change in Control occurs during the original or
any extended term, this Agreement will remain in effect for the longer of:
(i) twenty-four (24) months beyond the month in which such Change in
Control occurred; or (ii) until all obligations of the Company hereunder
have been fulfilled, and until all benefits required hereunder have been
paid to the Executive.
Article 2. Definitions
Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized.
2.1"Base Salary" means the salary of record paid to an Executive as
annual salary, excluding amounts received under incentive or other bonus
plans, whether or not any such salary or other amounts are deferred.
2.2"Beneficial Owner" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act
and shall include related terms such as "Beneficial Ownership."
2.3"Beneficiary" means the persons or entities designated or deemed
designated by the Executive pursuant to Section 10.2 herein.
2.4"Board" means the Board of Directors of the Company.
2.5"Cause" means: (a) the Executive's willful and continued failure to
substantially perform his duties with the Company (other than any such
failure resulting from Disability or occurring after issuance by the
Executive of a Notice of Termination for Good Reason), after a written
demand for substantial performance is delivered to the Executive that
specifically identifies the manner in which the Company believes that the
Executive has willfully failed to substantially perform his duties, and
after the Executive has failed to resume substantial performance of his
duties on a continuous basis within thirty (30) calendar days of receiving
such demand; (b) the Executive's willfully engaging in conduct (other than
conduct covered under (a) above) which is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (c) the Executive's
having been convicted of a felony. For purposes of this subparagraph, no
act, or failure to act, on the Executive's part shall be deemed "willful"
unless done, or omitted to be done, by the Executive not in good faith and
without reasonable belief that the action or omission was in the best
interests of the Company.
2.6"Change in Control" of the Company shall be deemed to have occurred
as of the first day after the Effective Date that any one or more of the
following conditions is satisfied:
(a) Any Person, other than the Company or a Related Party, acquires
directly or indirectly the Beneficial Ownership of any Voting
Security and immediately after such acquisition such Person has
directly or indirectly, the Beneficial Ownership of Voting
Securities representing twenty percent (20%) or more of the total
voting power of all the then-outstanding Voting Securities; or
(b) During any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors and
any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a
transaction described in paragraph (a) or (c) of this section)
whose election by the Board of Directors or nomination of election
by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute two-thirds (2/3) of the Board; or
(c) The shareholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company, a reverse stock
split of outstanding Voting Securities, or an acquisition of
securities or assets by the Company (a "Transaction"), or
consummation of such a Transaction if shareholder approval is not
obtained, other than a Transaction which would result in the
holders of Voting Securities having at least eighty percent (80%)
of the total voting power represented by the Voting Securities
outstanding immediately prior thereto continuing to hold Voting
Securities or voting securities of the surviving entity having at
least sixty percent (60%) of the total voting power represented by
the Voting Securities or the voting securities of such surviving
entity outstanding immediately after such transaction and in or as
a result of which the voting rights of each Voting Security
relative to the voting rights of all other Voting Securities are
not altered; or
(d) The shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets other than any such transaction which would result
in Related Parties owning or acquiring more than fifty percent
(50%) of the assets owned by the Company immediately prior to the
transaction.
However, in no event shall a Change in Control be deemed to have
occurred, with respect to the Executive, if the Executive is part
of a purchasing group which consummates the Change-in-Control transaction.
The Executive shall be deemed "part of a purchasing group" for purposes of
the preceding sentence if the Executive is an equity participant in the
purchasing company or group (except for: (i) passive ownership of less than
three percent (3%) of the stock of the purchasing company; or
(ii) ownership of equity participation in the purchasing company or group
which is otherwise not significant, as determined prior to the Change in
Control by a majority of the nonemployee continuing Directors).
2.7"Code" means the United States Internal Revenue Code of 1986,
as amended, and any successors thereto.
2.8"Committee" means the Compensation Committee of the Board or any
other committee appointed by the Board to perform the functions of the
Compensation Committee.
2.9"Company" means Charming Shoppes, Inc., a Pennsylvania corporation,
or any successor thereto as provided in Article 9 herein. If the
Executive is an officer of Charming Shoppes of Delaware, Inc. only, or an
officer of both Charming Shoppes of Delaware, Inc. and Charming Shoppes,
Inc., the word "Company" shall be deemed to include not only Charming
Shoppes, Inc. but also Charming Shoppes of Delaware, Inc. with respect to
employment matters, including termination of employment, where appropriate.
References to the "Company" with respect to a Change in Control and matters
incidental to the determination of a Change in Control relate only to
Charming Shoppes, Inc.
2.10 "Disability" means complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which the
Executive was employed when such disability commenced.
2.11 "Effective Date" means the date of this Agreement set forth
above.
2.12 "Effective Date of Termination" means the date on which a
Qualifying Termination occurs which triggers the payment of Severance
Benefits hereunder.
2.13 "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.
2.14 "Good Reason" shall mean, without the Executive's express written
consent, the occurrence of any one or more of the following:
(a) The assignment of the Executive to duties materially inconsistent
with the Executive's authorities, duties, responsibilities, and
status (including offices and reporting requirements) as an
employee of the Company, or a reduction or alteration in the nature
or status of the Executive's authorities, duties, or
responsibilities from the greatest of: (i) those in effect on the
Effective Date; (ii) those in effect during the fiscal year
immediately preceding the year of the Change in Control; or (iii)
those in effect immediately preceding the Change in Control;
(b) The Company's requiring the Executive to be based at a location
which is at least fifty (50) miles farther from the current primary
residence than is such residence from the Company's current
headquarters, except for required travel on the Company's business
to an extent substantially consistent with the Executive's business
obligations as of the Effective Date;
(c) A reduction by the Company in the Executive's Base Salary as in
effect on the Effective Date or as the same shall be increased from
time to time or a failure by the Company to pay to the Executive
any portion of his compensation or any installment of deferred
compensation under any plan or program of the Company within thirty
(30) days after the date such payment is due;
(d) A material reduction in the Executive's level of participation and
compensation opportunities in any of the Company's short- and/or
long-term incentive compensation plans, or employee benefit or
retirement plans, policies, practices, or arrangements in which the
Executive participates from the greatest of the levels in place on:
(i) the Effective Date; (ii) the fiscal year immediately preceding
the Change in Control; or (iii) immediately preceding the Change in
Control; provided, however, that reductions in the levels of
participation in any such plans shall not be deemed to be "Good
Reason" if the Executive's reduced level of participation in each
such program remains substantially consistent with the average
level of participation of other executives of the Company, any
Person who then controls the Company, and any persons who have
positions commensurate with the Executive's position;
(e) The failure of the Company to obtain a satisfactory agreement from
any successor to the Company to assume and agree to perform this
Agreement, as contemplated in Article 9 herein; or
(f) Any purported termination of Executive's employment by the Company
that is not effected pursuant to a Notice of Termination.
The existence of Good Reason shall not be affected by the Executive's
temporary incapacity due to physical or mental illness not constituting a
Disability. The Executive's Retirement shall constitute a waiver of the
Executive's rights with respect to any circumstance constituting Good
Reason. The Executive's continued employment shall not constitute a waiver
of the Executive's rights with respect to any circumstance constituting
Good Reason.
2.15 "Notice of Termination" shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon,
and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment
under the provision so indicated.
2.16 "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as provided in Section 13(d).
2.17 "Qualifying Termination" means any of the events described in
Section 3.2 herein, the occurrence of which triggers the payment of
Severance Benefits hereunder.
2.18 "Related Party" means (a) a majority-owned subsidiary of the
Company; or (b) a trustee or other fiduciary holding securities under an
employment plan of the Company or any majority-owned subsidiary; or (c) a
corporation owned directly or indirectly by the shareholders of the Company
in substantially the same proportion as their ownership of Voting
Securities.
2.19 "Retirement" means the Executive's voluntary termination of
employment in a manner which qualifies the Executive to receive immediately
payable retirement benefits under the Company's tax-qualified retirement
plan or under the successor or replacement of such retirement plan if it is
then no longer in effect. The term "Retirement" shall not mean a
termination of the Executive's employment under circumstances which
constitute Good Reason or that constitute an involuntary termination of the
Executive's employment by the Company.
2.20 "Severance Benefits" means the payment of severance compensation
as provided in Section 3.3 herein.
2.21 "Voting Securities" means any securities of the Company which
carry the right to vote generally in the election of directors.
Article 3. Severance Benefits
3.1Right to Severance Benefits. The Executive shall be entitled to
receive from the Company Severance Benefits, as described in Section 3.3
herein, if there has been a Change in Control of the Company and if, within
twenty-four (24) calendar months following the Change in Control, a Notice
of Termination for a Qualifying Termination of the Executive has been
delivered.
The Executive shall not be entitled to receive Severance Benefits if he
is terminated for Cause, or if his employment with the Company ends due to
death, Disability, or Retirement or due to a voluntary termination of
employment by the Executive without Good Reason.
3.2Qualifying Termination. The occurrence of any one or more of the
following events (as evidenced by a Notice of Termination) shall trigger
the payment of Severance Benefits to the Executive under this Agreement:
(a) An involuntary termination of the Executive's employment by the
Company for reasons other than Cause within twenty-four (24)
calendar months following the end of the month in which a Change in
Control of the Company occurred as evidenced by a Notice of
Termination delivered by the Executive to the Company;
(b) A voluntary termination by the Executive for Good Reason within
twenty-four (24) calendar months following the end of the month in
which a Change in Control of the Company occurred as evidenced by a
Notice of Termination delivered to the Company by the Executive; or
(c) The Company or any successor company breaches any of the provisions
of this Agreement.
3.3Description of Severance Benefits. In the event the Executive
becomes entitled to receive Severance Benefits, as provided in Sections 3.1
and 3.2 herein, the Company shall pay to the Executive and provide him with
the following:
(a) An amount equal to two (2) times the highest rate of the
Executive's annualized Base Salary in effect at any time from his
initial date of employment with the Company up to and including the
Effective Date of Termination.
(b) An amount equal to two (2) times the Executive's highest targeted
annual incentive award established for any plan year from his
initial date of employment with the Company up to and including the
year in which the Executive's Effective Date of Termination occurs,
regardless of whether the targeted annual incentive award was
earned.
(c) An amount equal to the Executive's unpaid targeted annual incentive
award, established for the year in which the Executive's Effective
Date of Termination occurs, multiplied by a fraction, the numerator
of which is the number of completed days in the then-existing
fiscal year through the Effective Date of Termination, and the
denominator of which is three hundred sixty-five (365);
(d) An amount equal to the Executive's unpaid Base Salary, accrued
vacation pay, and earned but not taken vacation pay through the
Effective Date of Termination.
(e) A continuation of the welfare benefits of health care, life and
accidental death and dismemberment, and disability insurance
coverage for two (2) full years after the Effective Date of
Termination. These benefits shall be provided to the Executive at
the same coverage level, as in effect as of the Executive's
Effective Date of Termination or, if greater, as in effect 90 days
prior to the date of the Change in Control, and at the same premium
cost to the Executive which was paid by the Executive at the time
such benefits were provided. However, in the event the premium cost
and/or level of coverage shall change for all employees of the
Company, or for management employees with respect to supplemental
benefits, the cost and/or coverage level, likewise, shall change
for the Executive in a corresponding manner.
The continuation of these welfare benefits shall be discontinued
prior to the end of the two (2) year period in the event the
Executive has available substantially similar benefits at a
comparable cost to the Executive from a subsequent employer, as
determined by the Committee.
(f) With regard to the Company's split-dollar life insurance
arrangement with the Executive, the following provisions shall
apply.
(i)The Company shall continue to pay the annual premiums on the
policy, that is subject to the split-dollar life insurance
agreement, in accordance with the most recent schedule provided
prior to the Change in Control by the insurance broker who
administers the split-dollar life insurance arrangement.
(ii) For purposes of making any determination under the split-
dollar life insurance agreement, the Executive's number of years
of employment with the Company, as of the Effective Date of
Termination, shall be deemed to be fifteen (15).
Incentive awards granted under the incentive arrangements adopted by
the Company shall be treated pursuant to the terms of the applicable plan.
The aggregate benefits accrued by the Executive as of the Effective
Date of Termination under the Charming Shoppes, Inc., and other savings and
retirement plans sponsored by the Company, shall be distributed pursuant to
the terms of the applicable plan.
Compensation which has been deferred under the Charming Shoppes
Variable Deferred Compensation Plan or other plans sponsored by the
Company, as applicable, together with all interest that has been credited
with respect to any such deferred compensation balances, shall be
distributed pursuant to the terms of the applicable plan.
3.4Termination for Disability. Following a Change in Control of the
Company, if an Executive's employment is terminated due to Disability, the
Executive shall receive his Base Salary and accrued vacation through the
Effective Date of Termination, at which point in time the Executive's
benefits shall be determined in accordance with the Company's disability,
retirement, insurance, and other applicable plans and programs then in
effect. In the event the Executive's employment is terminated due to
Disability, the Executive shall not be entitled to the Severance Benefits
described in Section 3.3.
3.5Termination for Retirement or Death. Following a Change in Control
of the Company, if the Executive's employment is terminated by reason of
his Retirement or death, the Executive's benefits shall be determined in
accordance with the Company's retirement, survivor's benefits, insurance,
and other applicable programs of the Company then in effect. In the event
the Executive's employment is terminated by reason of his Retirement or
death, the Executive shall not be entitled to the Severance Benefits
described in Section 3.3.
3.6Termination for Cause, or Other Than for Good Reason or Retirement.
Following a Change in Control of the Company, if the Executive's employment
is terminated either: (a) by the Company for Cause; or (b) by the
Executive (other than for Retirement, Good Reason, or under circumstances
giving rise to a Qualifying Termination described in Section 3.2(c)
herein), the Company shall pay the Executive his full Base Salary and
accrued vacation through the Effective Date of Termination, at the rate
then in effect, plus all other amounts to which the Executive is entitled
under any compensation plans of the Company, at the time such payments are
due, and the Company shall have no further obligations to the Executive
under this Agreement.
3.7Notice of Termination. Any termination of employment by the Company
or by the Executive for Good Reason shall be communicated by a Notice of
Termination.
Article 4. Form and Timing of Severance Benefits
4.1Form and Timing of Severance Benefits. The Severance Benefits
described in Sections 3.3(a), 3.3(b), 3.3(c), and 3.3(d) herein shall be
paid in cash to the Executive in a single lump sum as soon as practicable
following the Effective Date of Termination, but in no event beyond thirty
(30) days from such date.
4.2Withholding of Taxes. The Company shall be entitled to withhold from
any amounts payable under this Agreement all taxes as legally shall be
required to be withheld (including, without limitation, any United States
federal taxes and any other state, city, or local taxes).
Article 5. Excise Tax Treatment
5.1Excise Tax Treatment. In the event that a Change in Control occurs,
and a determination is made by the Company pursuant to Section 280G and
4999 of the Code that a golden parachute excise tax is due, the benefits
provided to the Executive under this Agreement that are classified as
"parachute payments" (as such term is defined in Section 280G of the Code),
shall be limited to the amount just necessary to avoid the excise tax.
However, this limitation shall be applied if, and only if, such a
limitation results in a greater net (of excise tax) cash benefit to the
Executive than he would receive had the benefits not been capped and an
excise tax been levied.
In the event the Internal Revenue Service subsequently adjusts the
excise tax computation herein described, the Company shall reimburse the
Executive for the full amount necessary to make the Executive whole (less
any amounts received by the Executive that he would not have received had
the computation initially been computed as subsequently adjusted),
including the value of benefits that were erroneously limited, the value of
any overpaid excise tax, and any related interest and/or penalties due to
the Internal Revenue Service.
Article 6. The Company's Payment Obligation
The Company's obligation to make the payments and the arrangements
provided for herein shall be absolute and unconditional, and shall not be
affected by any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense, or other right which the Company may
have against the Executive or anyone else. All amounts payable by the
Company hereunder shall be paid without notice or demand. Each and every
payment made hereunder by the Company shall be final, and the Company shall
not seek to recover all or any part of such payment from the Executive or
from whomsoever may be entitled thereto, for any reasons whatsoever.
The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision
of this Agreement, and the obtaining of any such other employment shall in
no event effect any reduction of the Company's obligations to make the
payments and arrangements required to be made under this Agreement, except
to the extent provided in Section 3.3(e) herein.
Article 7. Legal Remedies
7.1Payment of Legal Fees. To the extent permitted by law, the Company
shall pay all legal fees, costs of litigation, prejudgment interest, and
other expenses incurred in good faith by the Executive as a result of the
Company's refusal to provide the Severance Benefits to which the Executive
becomes entitled under this Agreement, or as a result of the Company's
contesting the validity, enforceability, or interpretation of this
Agreement, or as a result of any conflict (including conflicts related to
the calculation of parachute payments) between the parties pertaining to
this Agreement, subject to an overall limit on the payment of legal fees of
thirty-five thousand dollars ($35,000).
7.2Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled by arbitration, conducted
before a panel of three (3) arbitrators sitting in a location selected by
the Executive within fifty (50) miles from the location of his employment
with the Company, in accordance with the rules of the American Arbitration
Association then in effect.
Judgment may be entered on the award of the arbitrator in any court
having proper jurisdiction. All expenses of such arbitration, including the
fees and expenses of the counsel for the Executive, shall be borne by the
Company.
Article 8. Outplacement Assistance
Following a Qualifying Termination (as described in Section 3.2
herein), the Executive shall be reimbursed by the Company for the costs of
all outplacement services obtained by the Executive within the two (2) year
period after the Effective Date of Termination, provided, however, that the
total reimbursement shall be limited to an amount equal to thirty thousand
dollars ($30,000).
Article 9. Successors and Assignment
9.1Successors to the Company. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or
otherwise) of all or substantially all of the business and/or assets of the
Company or of any division or subsidiary thereof to expressly assume and
agree to perform the Company's obligations under this Agreement in the same
manner and to the same extent that the Company would be required to perform
them if no such succession had taken place. The date on which any such
succession becomes effective shall be deemed to be the date of the Change
in Control.
9.2Assignment by the Executive. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If the Executive dies while any
amount would still be payable to him hereunder had he continued to live,
all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's Beneficiary.
If the Executive has not named a Beneficiary, then such amounts shall be
paid to the Executive's devisee, legatee, or other designee, or if there is
no such designee, to the Executive's estate.
Article 10. Miscellaneous
10.1 Employment Status. Except as may be provided under any other
agreement between the Executive and the Company, the employment of the
Executive by the Company is "at will," and may be terminated by either the
Executive or the Company at any time, subject to applicable law.
10.2 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must
be in the form of a signed writing acceptable to the Committee. The
Executive may make or change such designations at any time.
10.3 Severability. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Agreement, and the Agreement
shall be construed and enforced as if the illegal or invalid provision had
not been included. Further, the captions of this Agreement are not part of
the provisions hereof and shall have no force and effect.
10.4 Modification. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is
agreed to in writing and signed by the Executive and by an authorized
member of the Committee, or by the respective parties' legal
representatives and successors.
10.5 Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the state of Pennsylvania shall be the
controlling law in all matters relating to this Agreement.
10.6 Disclosure of Information. The Executive recognizes that he has
access to and knowledge of certain confidential and proprietary information
of the Company which is essential to the performance of his duties under
this Agreement. The Executive will not, during or after the term of his
employment by the Company, in whole or in part, disclose such information
to any person, firm, corporation, association, or other entity for any
reason or purpose whatsoever, nor shall he make use of any such information
for his own purposes, so long as such information has not otherwise been
disclosed to the public or is not otherwise in the public domain except as
required by law or pursuant to legal process.
10.7 Covenants Regarding Other Employees. During the term of this
Agreement, and for a period of twenty-four (24) months following the
Effective Date of Termination, the Executive agrees not to attempt to
induce any employee of the Company to terminate his or her employment with
the Company or to interfere in a similar manner with the business of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
day of
, 1999.
CHARMING SHOPPES, INC. EXECUTIVE
_______________________________ ___________________________________
Xxxxxx X. Xxxx (NAME)
Its: President and Chief Executive Officer
ATTEST:________________________
Xxxxx X. Xxxxx
Secretary
Executive Severance
Agreement for (NAME)
Charming Shoppes, Inc.
January, 2000
Contents
Article 1. Establishment, Term, and Purpose 1
Article 2. Definitions 2
Article 3. Severance Benefits 6
Article 4. Form and Timing of Severance Benefits 8
Article 5. Excise Tax Treatment 8
Article 6. The Company's Payment Obligation 8
Article 7. Legal Remedies 9
Article 8. Outplacement Assistance 9
Article 9. Successors and Assignment 9
Article 10. Miscellaneous 10
Charming Shoppes, Inc.
Executive Severance Agreement
THIS AGREEMENT is made and entered into as of the ____ day of
January, 2000 (the "Effective Date"), by and between Charming
Shoppes, Inc. (hereinafter referred to as the "Company") and
(NAME) (hereinafter referred to as the "Executive").
WHEREAS, the Board of Directors of the Company has approved
the Company entering into severance agreements with certain key
executives of the Company;
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, should the possibility of a Change in Control of the
Company arise, the Board believes it is imperative that the
Company and the Board should be able to rely upon the Executive
to continue in his position, and that the Company should be able
to receive and rely upon the Executive's advice, if requested, as
to the best interests of the Company and its shareholders without
concern that the Executive might be distracted by the personal
uncertainties and risks created by the possibility of a Change in
Control; and
WHEREAS, should the possibility of a Change in Control arise,
in addition to his regular duties, the Executive may be called
upon to assist in the assessment of such possible Change in
Control, advise management and the Board as to whether such
Change in Control would be in the best interests of the Company
and its shareholders, and to take such other actions as the Board
might determine to be appropriate.
NOW THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of his
advice and counsel notwithstanding the possibility, threat, or
occurrence of a Change in Control of the Company, and to induce
the Executive to remain in the employ of the Company, and for
other good and valuable consideration, the Company and the
Executive agree as follows:
Article 1. Establishment, Term, and Purpose
This Agreement will commence on the Effective Date and shall
continue in effect for three (3) full years (i.e., until the day
before the third anniversary of the Effective Date). However, at
the end of such three (3) year period and at the end of each
additional year thereafter, the term of this Agreement shall be
extended automatically for one (1) additional year, unless the
Committee delivers written notice six (6) months prior to the end
of such term, or extended term, to each Executive, that the
Agreement will not be extended. In such case, the Agreement will
terminate at the end of the term, or extended term, then in
progress.
However, in the event a Change in Control occurs during the
original or any extended term, this Agreement will remain in
effect for the longer of: (i) twenty-four (24) months beyond the
month in which such Change in Control occurred; or (ii) until all
obligations of the Company hereunder have been fulfilled, and
until all benefits required hereunder have been paid to the
Executive.
Article 2. Definitions
Whenever used in this Agreement, the following terms shall
have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized.
2.1"Base Salary" means the salary of record paid to an
Executive as annual salary, excluding amounts received under
incentive or other bonus plans, whether or not any such salary or
other amounts are deferred.
2.2"Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act and shall include related terms such as "Beneficial
Ownership."
2.3"Beneficiary" means the persons or entities designated or
deemed designated by the Executive pursuant to Section 10.2
herein.
2.4"Board" means the Board of Directors of the Company.
2.5"Cause" means: (a) the Executive's willful and continued
failure to substantially perform his duties with the Company
(other than any such failure resulting from Disability or
occurring after issuance by the Executive of a Notice of
Termination for Good Reason), after a written demand for
substantial performance is delivered to the Executive that
specifically identifies the manner in which the Company believes
that the Executive has willfully failed to substantially perform
his duties, and after the Executive has failed to resume
substantial performance of his duties on a continuous basis
within thirty (30) calendar days of receiving such demand; (b)
the Executive's willfully engaging in conduct (other than conduct
covered under (a) above) which is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (c) the
Executive's having been convicted of a felony. For purposes of
this subparagraph, no act, or failure to act, on the Executive's
part shall be deemed "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable
belief that the action or omission was in the best interests of
the Company.
2.6"Change in Control" of the Company shall be deemed to have
occurred as of the first day after the Effective Date that any
one or more of the following conditions is satisfied:
(a) Any Person, other than the Company or a Related Party,
acquires directly or indirectly the Beneficial Ownership
of any Voting Security and immediately after such
acquisition such Person has directly or indirectly, the
Beneficial Ownership of Voting Securities representing
twenty percent (20%) or more of the total voting power of
all the then-outstanding Voting Securities; or
(b) During any period of two (2) consecutive years,
individuals who at the beginning of such period
constitute the Board of Directors and any new director
(other than a director designated by a person who has
entered into an agreement with the Company to effect a
transaction described in paragraph (a) or (c) of this
section) whose election by the Board of Directors or
nomination of election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors
at the beginning of the period or whose election or
nomination for election was previously so approved, cease
for any reason to constitute two-thirds (2/3) of the
Board; or
(c) The shareholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the
Company, a reverse stock split of outstanding Voting
Securities, or an acquisition of securities or assets by
the Company (a "Transaction"), or consummation of such a
Transaction if shareholder approval is not obtained,
other than a Transaction which would result in the
holders of Voting Securities having at least eighty
percent (80%) of the total voting power represented by
the Voting Securities outstanding immediately prior
thereto continuing to hold Voting Securities or voting
securities of the surviving entity having at least sixty
percent (60%) of the total voting power represented by
the Voting Securities or the voting securities of such
surviving entity outstanding immediately after such
transaction and in or as a result of which the voting
rights of each Voting Security relative to the voting
rights of all other Voting Securities are not altered; or
(d) The shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all of the Company's assets other than any
such transaction which would result in Related Parties
owning or acquiring more than fifty percent (50%) of the
assets owned by the Company immediately prior to the
transaction.
However, in no event shall a Change in Control be deemed to
have occurred, with respect to the Executive, if the Executive is
part of a purchasing group which consummates the Change-in-
Control transaction. The Executive shall be deemed "part of a
purchasing group" for purposes of the preceding sentence if the
Executive is an equity participant in the purchasing company or
group (except for: (i) passive ownership of less than three
percent (3%) of the stock of the purchasing company; or
(ii) ownership of equity participation in the purchasing company
or group which is otherwise not significant, as determined prior
to the Change in Control by a majority of the nonemployee
continuing Directors).
2.7"Code" means the United States Internal Revenue Code of
1986, as amended, and any successors thereto.
2.8"Committee" means the Compensation Committee of the Board
or any other committee appointed by the Board to perform the
functions of the Compensation Committee.
2.9"Company" means Charming Shoppes, Inc., a Pennsylvania
corporation, or any successor thereto as provided in Article 9
herein. If the Executive is an officer of Charming Shoppes of
Delaware, Inc. only, or an officer of both Charming Shoppes of
Delaware, Inc. and Charming Shoppes, Inc., the word "Company"
shall be deemed to include not only Charming Shoppes, Inc. but
also Charming Shoppes of Delaware, Inc. with respect to
employment matters, including termination of employment, where
appropriate. References to the "Company" with respect to a
Change in Control and matters incidental to the determination of
a Change in Control relate only to Charming Shoppes, Inc.
2.10 "Disability" means complete and permanent inability by
reason of illness or accident to perform the duties of the
occupation at which the Executive was employed when such
disability commenced.
2.11 "Effective Date" means the date of this Agreement set
forth above.
2.12 "Effective Date of Termination" means the date on which
a Qualifying Termination occurs which triggers the payment of
Severance Benefits hereunder.
2.13 "Exchange Act" means the United States Securities
Exchange Act of 1934, as amended.
2.14 "Good Reason" shall mean, without the Executive's
express written consent, the occurrence of any one or more of the
following:
(a) The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including offices and
reporting requirements) as an employee of the Company, or
a reduction or alteration in the nature or status of the
Executive's authorities, duties, or responsibilities from
the greatest of: (i) those in effect on the Effective
Date; (ii) those in effect during the fiscal year
immediately preceding the year of the Change in Control;
or (iii) those in effect immediately preceding the Change
in Control;
(b) The Company's requiring the Executive to be based at a
location which is at least fifty (50) miles farther from
the current primary residence than is such residence from
the Company's current headquarters, except for required
travel on the Company's business to an extent
substantially consistent with the Executive's business
obligations as of the Effective Date;
(c) A reduction by the Company in the Executive's Base Salary
as in effect on the Effective Date or as the same shall
be increased from time to time or a failure by the
Company to pay to the Executive any portion of his
compensation or any installment of deferred compensation
under any plan or program of the Company within thirty
(30) days after the date such payment is due;
(d) A material reduction in the Executive's level of
participation and compensation opportunities in any of
the Company's short- and/or long-term incentive
compensation plans, or employee benefit or retirement
plans, policies, practices, or arrangements in which the
Executive participates from the greatest of the levels in
place on: (i) the Effective Date; (ii) the fiscal year
immediately preceding the Change in Control; or
(iii) immediately preceding the Change in Control;
provided, however, that reductions in the levels of
participation in any such plans shall not be deemed to be
"Good Reason" if the Executive's reduced level of
participation in each such program remains substantially
consistent with the average level of participation of
other executives of the Company, any Person who then
controls the Company, and any persons who have positions
commensurate with the Executive's position;
(e) The failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and
agree to perform this Agreement, as contemplated in
Article 9 herein; or
(f) Any purported termination of Executive's employment by
the Company that is not effected pursuant to a Notice of
Termination.
The existence of Good Reason shall not be affected by the
Executive's temporary incapacity due to physical or mental
illness not constituting a Disability. The Executive's Retirement
shall constitute a waiver of the Executive's rights with respect
to any circumstance constituting Good Reason. The Executive's
continued employment shall not constitute a waiver of the
Executive's rights with respect to any circumstance constituting
Good Reason.
2.15 "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this
Agreement relied upon, and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated.
2.16 "Person" shall have the meaning ascribed to such term
in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, including a "group" as provided in
Section 13(d).
2.17 "Qualifying Termination" means any of the events
described in Section 3.2 herein, the occurrence of which triggers
the payment of Severance Benefits hereunder.
2.18 "Related Party" means (a) a majority-owned subsidiary
of the Company; or (b) a trustee or other fiduciary holding
securities under an employment plan of the Company or any
majority-owned subsidiary; or (c) a corporation owned directly or
indirectly by the shareholders of the Company in substantially
the same proportion as their ownership of Voting Securities.
2.19 "Retirement" means the Executive's voluntary
termination of employment in a manner which qualifies the
Executive to receive immediately payable retirement benefits
under the Company's tax-qualified retirement plan or under the
successor or replacement of such retirement plan if it is then no
longer in effect. The term "Retirement" shall not mean a
termination of the Executive's employment under circumstances
which constitute Good Reason or that constitute an involuntary
termination of the Executive's employment by the Company.
2.20 "Severance Benefits" means the payment of severance
compensation as provided in Section 3.3 herein.
2.21 "Voting Securities" means any securities of the Company
which carry the right to vote generally in the election of
directors.
Article 3. Severance Benefits
3.1Right to Severance Benefits. The Executive shall be
entitled to receive from the Company Severance Benefits, as
described in Section 3.3 herein, if there has been a Change in
Control of the Company and if, within twenty-four (24) calendar
months following the Change in Control, a Notice of Termination
for a Qualifying Termination of the Executive has been delivered.
The Executive shall not be entitled to receive Severance
Benefits if he is terminated for Cause, or if his employment with
the Company ends due to death, Disability, or Retirement or due
to a voluntary termination of employment by the Executive without
Good Reason.
3.2Qualifying Termination. The occurrence of any one or more
of the following events (as evidenced by a Notice of Termination)
shall trigger the payment of Severance Benefits to the Executive
under this Agreement:
(a) An involuntary termination of the Executive's employment
by the Company for reasons other than Cause within twenty-
four (24) calendar months following the end of the month
in which a Change in Control of the Company occurred as
evidenced by a Notice of Termination delivered by the
Executive to the Company;
(b) A voluntary termination by the Executive for Good Reason
within twenty-four (24) calendar months following the end
of the month in which a Change in Control of the Company
occurred as evidenced by a Notice of Termination
delivered to the Company by the Executive; or
(c) The Company or any successor company breaches any of the
provisions of this Agreement.
3.3Description of Severance Benefits. In the event the
Executive becomes entitled to receive Severance Benefits, as
provided in Sections 3.1 and 3.2 herein, the Company shall pay to
the Executive and provide him with the following:
(a) An amount equal to one (1) times the highest rate of the
Executive's annualized Base Salary in effect at any time
from his initial date of employment with the Company up
to and including the Effective Date of Termination.
(b) An amount equal to one (1) times the Executive's highest
targeted annual incentive award established for any plan
year from his initial date of employment with the Company
up to and including the year in which the Executive's
Effective Date of Termination occurs, regardless of
whether the targeted annual incentive award was earned.
(c) An amount equal to the Executive's unpaid targeted annual
incentive award, established for the year in which the
Executive's Effective Date of Termination occurs,
multiplied by a fraction, the numerator of which is the
number of completed days in the then-existing fiscal year
through the Effective Date of Termination, and the
denominator of which is three hundred sixty-five (365).
(d) An amount equal to the Executive's unpaid Base Salary,
accrued vacation pay, and earned but not taken vacation
pay through the Effective Date of Termination.
(e) A continuation of the welfare benefits of health care,
life and accidental death and dismemberment, and
disability insurance coverage for one (1) full year after
the Effective Date of Termination. These benefits shall
be provided to the Executive at the same coverage level,
as in effect as of the Executive's Effective Date of
Termination or, if greater, as in effect 90 days prior to
the date of the Change in Control, and at the same
premium cost to the Executive which was paid by the
Executive at the time such benefits were provided.
However, in the event the premium cost and/or level of
coverage shall change for all employees of the Company,
or for management employees with respect to supplemental
benefits, the cost and/or coverage level, likewise, shall
change for the Executive in a corresponding manner.
The continuation of these welfare benefits shall be
discontinued prior to the end of the one (1) year period
in the event the Executive has available substantially
similar benefits at a comparable cost to the Executive
from a subsequent employer, as determined by the
Committee.
(f) With regard to the Company's split-dollar life insurance
arrangement with the Executive, the following provisions
shall apply.
(i) The Company shall continue to pay the annual premiums
on the policy, that is subject to the split-dollar
life insurance agreement, in accordance with the most
recent schedule provided prior to the Change in
Control by the insurance broker who administers the
split-dollar life insurance arrangement.
(ii) For purposes of making any determination under the
split-dollar life insurance agreement, the
Executive's number of years of employment with the
Company, as of the Effective Date of Termination,
shall be deemed to be fifteen (15).
Committee.
(f) With regard to the Company's split-dollar life insurance
arrangement with the Executive, the following provisions
shall apply.
(i) The Company shall continue to pay the annual premiums
on the policy, that is subject to the split-dollar
life insurance agreement, in accordance with the most
recent schedule provided prior to the Change in
Control by the insurance broker who administers the
split-dollar life insurance arrangement.
(ii) For purpose of making any determination under the
split-dollar life insurance agreement, the
Executive's number of years of employment with the
Company, as of the Effective Date of Termination,
shall be deemed to be fifteen (15).
Incentive awards granted under the incentive arrangements
adopted by the Company shall be treated pursuant to the terms of
the applicable plan.
The aggregate benefits accrued by the Executive as of the
Effective Date of Termination under the Charming Shoppes, Inc.,
and other savings and retirement plans sponsored by the Company,
shall be distributed pursuant to the terms of the applicable
plan.
Compensation which has been deferred under the Charming
Shoppes Variable Deferred Compensation Plan or other plans
sponsored by the Company, as applicable, together with all
interest that has been credited with respect to any such deferred
compensation balances, shall be distributed pursuant to the terms
of the applicable plan.
3.4Termination for Disability. Following a Change in Control
of the Company, if an Executive's employment is terminated due to
Disability, the Executive shall receive his Base Salary and
accrued vacation through the Effective Date of Termination, at
which point in time the Executive's benefits shall be determined
in accordance with the Company's disability, retirement,
insurance, and other applicable plans and programs then in
effect. In the event the Executive's employment is terminated due
to Disability, the Executive shall not be entitled to the
Severance Benefits described in Section 3.3.
3.5Termination for Retirement or Death. Following a Change in
Control of the Company, if the Executive's employment is
terminated by reason of his Retirement or death, the Executive's
benefits shall be determined in accordance with the Company's
retirement, survivor's benefits, insurance, and other applicable
programs of the Company then in effect. In the event the
Executive's employment is terminated by reason of his Retirement
or death, the Executive shall not be entitled to the Severance
Benefits described in Section 3.3.
3.6Termination for Cause, or Other Than for Good Reason or
Retirement. Following a Change in Control of the Company, if the
Executive's employment is terminated either: (a) by the Company
for Cause; or (b) by the Executive (other than for Retirement,
Good Reason, or under circumstances giving rise to a Qualifying
Termination described in Section 3.2(c) herein), the Company
shall pay the Executive his full Base Salary and accrued vacation
through the Effective Date of Termination, at the rate then in
effect, plus all other amounts to which the Executive is entitled
under any compensation plans of the Company, at the time such
payments are due, and the Company shall have no further
obligations to the Executive under this Agreement.
3.7Notice of Termination. Any termination of employment by
the Company or by the Executive for Good Reason shall be
communicated by a Notice of Termination.
Article 4. Form and Timing of Severance Benefits
4.1Form and Timing of Severance Benefits. The Severance
Benefits described in Sections 3.3(a), 3.3(b), 3.3(c), and 3.3(d)
herein shall be paid in cash to the Executive in a single lump
sum as soon as practicable following the Effective Date of
Termination, but in no event beyond thirty (30) days from such
date.
4.2Withholding of Taxes. The Company shall be entitled to
withhold from any amounts payable under this Agreement all taxes
as legally shall be required to be withheld (including, without
limitation, any United States federal taxes and any other state,
city, or local taxes).
Article 5. Excise Tax Treatment
5.1Excise Tax Treatment. In the event that a Change in
Control occurs, and a determination is made by the Company
pursuant to Section 280G and 4999 of the Code that a golden
parachute excise tax is due, the benefits provided to the
Executive under this Agreement that are classified as "parachute
payments" (as such term is defined in Section 280G of the Code),
shall be limited to the amount just necessary to avoid the excise
tax. However, this limitation shall be applied if, and only if,
such a limitation results in a greater net (of excise tax) cash
benefit to the Executive than he would receive had the benefits
not been capped and an excise tax been levied.
In the event the Internal Revenue Service subsequently
adjusts the excise tax computation herein described, the Company
shall reimburse the Executive for the full amount necessary to
make the Executive whole (less any amounts received by the
Executive that he would not have received had the computation
initially been computed as subsequently adjusted), including the
value of benefits that were erroneously limited, the value of any
overpaid excise tax, and any related interest and/or penalties
due to the Internal Revenue Service.
Article 6. The Company's Payment Obligation
The Company's obligation to make the payments and the
arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances,
including, without limitation, any offset, counterclaim,
recoupment, defense, or other right which the Company may have
against the Executive or anyone else. All amounts payable by the
Company hereunder shall be paid without notice or demand. Each
and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such
payment from the Executive or from whomsoever may be entitled
thereto, for any reasons whatsoever.
The Executive shall not be obligated to seek other employment
in mitigation of the amounts payable or arrangements made under
any provision of this Agreement, and the obtaining of any such
other employment shall in no event effect any reduction of the
Company's obligations to make the payments and arrangements
required to be made under this Agreement, except to the extent
provided in Section 3.3(e) herein.
Article 7. Legal Remedies
7.1Payment of Legal Fees. To the extent permitted by law, the
Company shall pay all legal fees, costs of litigation,
prejudgment interest, and other expenses incurred in good faith
by the Executive as a result of the Company's refusal to provide
the Severance Benefits to which the Executive becomes entitled
under this Agreement, or as a result of the Company's contesting
the validity, enforceability, or interpretation of this
Agreement, or as a result of any conflict (including conflicts
related to the calculation of parachute payments) between the
parties pertaining to this Agreement, subject to an overall limit
on the payment of legal fees of thirty-five thousand dollars
($35,000).
7.2Arbitration. Any dispute or controversy arising under or
in connection with this Agreement shall be settled by
arbitration, conducted before a panel of three (3) arbitrators
sitting in a location selected by the Executive within fifty (50)
miles from the location of his employment with the Company, in
accordance with the rules of the American Arbitration Association
then in effect.
Judgment may be entered on the award of the arbitrator in any
court having proper jurisdiction. All expenses of such
arbitration, including the fees and expenses of the counsel for
the Executive, shall be borne by the Company.
Article 8. Outplacement Assistance
Following a Qualifying Termination (as described in
Section 3.2 herein), the Executive shall be reimbursed by the
Company for the costs of all outplacement services obtained by
the Executive within the one (1) year period after the Effective
Date of Termination, provided, however, that the total
reimbursement shall be limited to an amount equal to twenty
thousand dollars ($20,000).
Article 9. Successors and Assignment
9.1Successors to the Company. The Company will require any
successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) of all or substantially all of the
business and/or assets of the Company or of any division or
subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Agreement in the same manner and
to the same extent that the Company would be required to perform
them if no such succession had taken place. The date on which any
such succession becomes effective shall be deemed to be the date
of the Change in Control.
9.2Assignment by the Executive. This Agreement shall inure to
the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors,
heirs, distributees, devisees, and legatees. If the Executive
dies while any amount would still be payable to him hereunder had
he continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's Beneficiary. If the Executive has
not named a Beneficiary, then such amounts shall be paid to the
Executive's devisee, legatee, or other designee, or if there is
no such designee, to the Executive's estate.
Article 10. Miscellaneous
10.1 Employment Status. Except as may be provided under any
other agreement between the Executive and the Company, the
employment of the Executive by the Company is "at will," and may
be terminated by either the Executive or the Company at any time,
subject to applicable law.
10.2 Beneficiaries. The Executive may designate one or more
persons or entities as the primary and/or contingent
Beneficiaries of any Severance Benefits owing to the Executive
under this Agreement. Such designation must be in the form of a
signed writing acceptable to the Committee. The Executive may
make or change such designations at any time.
10.3 Severability. In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of
the Agreement, and the Agreement shall be construed and enforced
as if the illegal or invalid provision had not been included.
Further, the captions of this Agreement are not part of the
provisions hereof and shall have no force and effect.
10.4 Modification. No provision of this Agreement may be
modified, waived, or discharged unless such modification, waiver,
or discharge is agreed to in writing and signed by the Executive
and by an authorized member of the Committee, or by the
respective parties' legal representatives and successors.
10.5 Applicable Law. To the extent not preempted by the laws
of the United States, the laws of the state of Pennsylvania shall
be the controlling law in all matters relating to this Agreement.
10.6 Disclosure of Information. The Executive recognizes
that he has access to and knowledge of certain confidential and
proprietary information of the Company which is essential to the
performance of his duties under this Agreement. The Executive
will not, during or after the term of his employment by the
Company, in whole or in part, disclose such information to any
person, firm, corporation, association, or other entity for any
reason or purpose whatsoever, nor shall he make use of any such
information for his own purposes, so long as such information has
not otherwise been disclosed to the public or is not otherwise in
the public domain except as required by law or pursuant to legal
process.
10.7 Covenants Regarding Other Employees. During the term of
this Agreement, and for a period of twenty-four (24) months
following the Effective Date of Termination, the Executive agrees
not to attempt to induce any employee of the Company to terminate
his or her employment with the Company or to interfere in a
similar manner with the business of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement
on this day of
, 2000.
CHARMING SHOPPES, INC. EXECUTIVE
_______________________________
___________________________________
Xxxxxx X. Xxxx (NAME)
Its: President and Chief Executive Officer
ATTEST:________________________
Xxxxx X. Xxxxx
Secretary
