SEVERANCE AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

SEVERANCE AGREEMENT AND GENERAL RELEASE

This SEVERANCE AGREEMENT AND GENERAL RELEASE (hereinafter, “Agreement”) is entered into by and between XXXXX XXXXX INTERNATIONAL, INC. (“XXXXX XXXXX”), and XXXX XXXXXXXXX (“XX. XXXXXXXXX”).

WHEREAS, XX. XXXXXXXXX has been employed as President, Xxxxx Xxxxx and Premium Brand pursuant to the terms of a written employment agreement between XXXXX XXXXX and XX. XXXXXXXXX effective as of August 1, 2007 (hereinafter, the “Employment Agreement”); and

WHEREAS, the Employment Agreement between XX. XXXXXXXXX and XXXXX XXXXX provides for severance pay in the event of the termination of XX. XXXXXXXXX’x employment; and

WHEREAS, XX. XXXXXXXXX has been notified of the termination of his employment; and

WHEREAS, the parties hereto desire to set forth in this Agreement the terms and conditions of the termination of XX. XXXXXXXXX’x employment and XX. XXXXXXXXX’x release and waiver of any and all claims that he has or could possibly have against XXXXX XXXXX and the other persons and entities affiliated with XXXXX XXXXX in exchange for the consideration described herein;

NOW, THEREFORE, the parties agree as follows:

1. Execution of Agreement and Effective Date. The recitals are incorporated herein. XX. XXXXXXXXX acknowledges that he has been given adequate written notice of the termination of his employment. This Agreement becomes effective and enforceable on the eighth day after it is signed by XX. XXXXXXXXX without revocation (the “Effective Date”).

2 . Benefits. In consideration for XX. XXXXXXXXX’x waiver of all claims in Paragraph 3 hereof, and the other promises made by XX. XXXXXXXXX in this Agreement, XXXXX XXXXX will pay XX. XXXXXXXXX the following:

A. Lump Sum Severance Pay. XXXXX XXXXX will pay XX. XXXXXXXXX the gross amount of Two Hundred, Sixty-Two Thousand, Five Hundred Dollars ($262,500.00), less applicable tax deductions. Such amount shall be paid in a lump sum within fifteen (15) days from the Effective Date.

B. Vacation Payout. XXXXX XXXXX will pay XX. XXXXXXXXX the gross amount of Twenty Four Thousand Two Hundred Thirty Dollars ($24,230.00), less applicable tax deductions. Such amount represents the value of any and all of XX. XXXXXXXXX’x accrued but unused vacation leave of absence, and shall be paid in a lump sum within fifteen (15) days from the Effective Date.

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C. Limited Benefit Reimbursement. XXXXX XXXXX will pay XX. XXXXXXXXX the xxxxx amount of One Thousand, Eight Hundred, Seventy-Eight Dollars (1,878.00). The payment under this paragraph 2.C approximates the value of four months of health insurance and dental insurance premiums for XX. XXXXXXXXX’x current coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). XXXXX XXXXX’ sole obligation under this paragraph is the payment of money to XX. XXXXXXXXX as described in the first sentence hereof. Nothing in this paragraph shall be construed to relieve XX. XXXXXXXXX of his obligation to timely elect COBRA coverage or timely make applicable COBRA insurance premium payments.

XX. XXXXXXXXX understands and acknowledges that he would not receive the benefits provided pursuant to this Paragraph 2 except for his execution of this Agreement, his waiver of claims against XXXXX XXXXX, and the fulfillment of the promises contained herein.

3. Release of Claims. For the purposes of this Paragraph 3, “XXXXX XXXXX” shall include Xxxxx Xxxxx International, Inc., Supreme International, Inc., Xxxxxxx, Inc., Xxxxxx Corporation, Xxxxx Xxxxx Menswear, LLC, Tropical Sportswear, Inc., and any of their parent companies, subsidiaries, related or affiliated entities, and their respective owners, directors, officers, agents, employees and insurers. XX. XXXXXXXXX (including his heirs, assigns, agents, and representatives) knowingly and voluntarily waives any and all known and unknown rights and claims that he has or may have against XXXXX XXXXX as of the date XX. XXXXXXXXX signs this Agreement, including but not limited to any claim(s) under any federal, state or local law, regulation, or ordinance, and any public policy, contract, or common law claims, including any tort claims, and any claim(s) under:

• The National Labor Relations Act;

• Title VII of the Civil Rights Act of 1964;

• Sections 1981 through 1988 of Title 42 of the United States Code;

• The Employee Retirement Income Security Act of 1974;

• The Immigration Reform and Control Act of 1986;

• The Americans with Disabilities Act of 1990;

• The Fair Labor Standards Act;

• The Age Discrimination in Employment Act of 1967;

• The Older Workers Benefit Protection Act;

• The Equal Pay Act of 1963;

• The Occupational Safety and Health Act;

• The Family and Medical Leave Act of 1993;

• The New York Executive Law;

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• The New York City Law;

• Any other federal, state or local civil or human rights law or any other federal, state or local law, regulation or ordinance including, but not limited to, any laws that regulate or govern the employment relationship; or

• Any public policy, contract, or common law claims, including any tort claims (e.g., negligent or intentional infliction of emotional distress, defamation, assault, battery, false imprisonment, wrongful termination, etc.) whether based on common law or otherwise.

• Any claim or cause of action arising out of or related to any of the rights or obligations described in the Employment Agreement.

This waiver also bars any claim or demand for costs, fees, or other expenses including attorney’s fees incurred in connection with any of the above-referenced claims. The listing of claims waived in this Paragraph 3 is intended to be illustrative rather than exhaustive. Thus, XX. XXXXXXXXX acknowledges and agrees that this Agreement constitutes a full and final bar to any and all claims of any type that XX. XXXXXXXXX now has or may have against XXXXX XXXXX. Notwithstanding the foregoing, nothing herein shall waive any right to apply for or receive government sponsored unemployment benefits, and XXXXX XXXXX agrees that it will not contest any such claim for unemployment benefits by XX. XXXXXXXXX.

4. Cooperation. XX. XXXXXXXXX agrees to cooperate with XXXXX XXXXX in effecting a smooth transition of the management of XXXXX XXXXX with respect to the duties and responsibilities that XX. XXXXXXXXX performed for XXXXX XXXXX. XX. XXXXXXXXX agrees to make himself available in connection with any request by XXXXX XXXXX regarding matters of which XX. XXXXXXXXX has personal knowledge or which were within the purview of XX. XXXXXXXXX’x job responsibilities.

5. No Lawsuits. XX. XXXXXXXXX promises not to institute or have instituted on his behalf any lawsuit against XXXXX XXXXX (as defined in Paragraph 3 hereof) based upon any claim that he is waiving in Paragraph 3 above. This Agreement is not intended to limit XX. XXXXXXXXX’x right of access to any government agency, nor XX. XXXXXXXXX’x right to participate in any investigation by any government agency. However, XX. XXXXXXXXX agrees that, with respect to the claims that he is waiving herein, he is waiving not only his right to recover money or other relief in any action that he might institute, but also that he is waiving his right to recover money or other relief in any action that might be brought on his behalf by any other person or entity, including but not limited to the United States Equal Employment Opportunity Commission or any other federal, state or local governmental agency or department.

6. No Disparagement. XX. XXXXXXXXX and XXXXX XXXXX promise that they will not disparage each other (as defined in Paragraph 3 hereof). Specifically, XX. XXXXXXXXX promises that he will not contact the press or the media, or any of XXXXX XXXXX’ current or former employees, directors, officers, agents, customers, vendors, or anyone that does business with PERRY

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XXXXX, with the purpose or effect of disparaging XXXXX XXXXX’ good name and business reputation. XXXXX XXXXX promises that if contacted for a reference, XXXXX XXXXX will provide XX. XXXXXXXXX’x dates of employment, job title, and final compensation, and no other information. XXXXX XXXXX’ executive staff promises that they will not contact the press or the media, or any of XXXXX XXXXX’ current or former employees, directors, officers, agents, customers, vendors, or anyone that does business with XXXXX XXXXX, with the purpose or effect of disparaging XX. XXXXXXXXX’x good name and business reputation. XXXXX XXXXX promises that Xxxxx Xxxxxxxxxxx will provide XX. XXXXXXXXX with a letter of recommendation within 30 days of the Effective Date in words chosen by Xx. Xxxxxxxxxxx in his absolute discretion.

7. Consequences of Breach. XX. XXXXXXXXX and XXXXX XXXXX agree that if they breach any of the promises they have made in this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs in any lawsuit or arbitration brought to enforce this Agreement.

8. Adequate Consideration. XX. XXXXXXXXX agrees that payment to him of the money pursuant to Paragraph 2 of this Agreement constitutes adequate and ample consideration for the rights and claims that he is waiving under this Agreement and for the obligations imposed upon him by virtue of this Agreement.

9. Non-Admission. XX. XXXXXXXXX and XXXXX XXXXX agree that neither this Agreement nor the furnishing of the consideration for XX. XXXXXXXXX’x waiver of claims shall be deemed or construed at anytime for any purpose as an admission by XXXXX XXXXX or XX. XXXXXXXXX of any liability or unlawful conduct of any kind.

10. Governing Law and Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Its language shall be construed as whole, according to its fair meaning, and not strictly for or against either party.

11. Severability. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

12. Entire Agreement; Amendment. Except as expressly set forth herein, and except with regard to those written promises made by XX. XXXXXXXXX to XXXXX XXXXX in paragraphs 9, 10, 11, 12, and 13 of his Employment Agreement with Xxxxx Xxxxx with respect to confidential information, solicitation of employees, vendors, etc., or competition with XXXXX XXXXX, this Agreement sets forth the entire agreement between XXXXX XXXXX and XX. XXXXXXXXX and shall supersede any and all prior agreements or understandings between the parties, except as otherwise stated herein. This Agreement may not be amended except by a written agreement signed by the parties.

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13. Headings. Paragraph headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.

14. Disputes. In the event of a dispute as to the interpretation, application or violation of this Agreement, it is understood and agreed that such dispute shall be submitted to final and binding arbitration in Miami-Dade County, Florida. XX. XXXXXXXXX consents to personal jurisdiction of the courts in Miami-Dade County, Florida, to enforce this paragraph and the terms of this Agreement.

15. Time To Consider Signing Agreement And Right To Revoke. XX. XXXXXXXXX acknowledges that he has been given up to forty-five (45) days to decide whether to sign this Agreement. XX. XXXXXXXXX understands and agrees that he may revoke this Agreement within seven (7) days of the date he signs it. Any such revocation must be in writing and personally delivered to Xxxxxx Xxxxxxxxxx, c/o Xxxxx Xxxxx International, Inc., 0000 X.X. 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000, and must state “I revoke the Severance Agreement and General Release.” This Agreement will become effective on the eighth day after XX. XXXXXXXXX signs this Agreement without revoking it.

16. Information On Other Individuals. XX. XXXXXXXXX acknowledges that he has received, with this Agreement, a list of the job titles and ages of individuals in the same job classification or decisional unit that have been offered consideration in exchange for a waiver of claims (Exhibit 1), and another list of the job titles and ages of individuals in the same job classification or decisional unit who have not been offered consideration in exchange for a waiver of claims (Exhibit 2).

17. Encouragement to Consult Attorney. XXXXX XXXXX hereby encourages XX. XXXXXXXXX to consult his attorney before signing this Agreement.

THE PARTIES HAVE READ, UNDERSTOOD AND FULLY CONSIDERED THE SEVERANCE AGREEMENT AND GENERAL RELEASE AND ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH SEVERANCE AGREEMENT AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, XX. XXXXXXXXX FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST XXXXX XXXXX.

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IN WITNESS WHEREOF, the parties have executed this Severance Agreement and General Release as of the date set forth below.

XXXXX XXXXX INTERNATIONAL, INC.						XXXX XXXXXXXXX
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxx Xxxxxxxxx
Date:		August 5, 2009				Date:		August 5, 2009

In the state of		New York		)
				)
In the county of		New York		)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized by law in the state and county aforesaid to administer oaths, personally appeared XXXX XXXXXXXXX, who is personally known to me.

SWORN TO AND SUBSCRIBED before me this 5 day of August, 2009.

/s/ Xxxxxxx Xxxxxxx

Notary Public No. 01R16180166

Xxxxxxx Xxxxxxx

Printed Name of Notary

My Commission Expires: January 7, 2012

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