Employment Agreement - Tommy Hilfiger USA Inc. and Joel H. Newman


                             EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement") dated as of the 12/th/ day of
June, 2000 between Tommy Hilfiger U.S.A., Inc. ("THUSA" or the "Company") and
Joel H. Newman ("Executive").

          WHEREAS, the parties desire to enter into this Agreement to reflect
their mutual agreements with respect to the employment of Executive by the
Company.

          NOW, THEREFORE, in consideration of the mutual covenants, warranties
and undertakings herein contained, the parties hereto agree as follows:

          1.   Term.  The employment of Executive under this Agreement shall
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commence on June 12, 2000 and shall continue through March 31, 2003 (the
"Term"), subject to the terms and provisions of this Agreement.  The Term shall
be automatically renewed from year to year unless either party shall give the
other written notice at least thirty (30) days prior to the end of the then
current term of its intention that the then current term is not to renew.

          2.   Position and Duties.  Executive shall remain in his present
               -------------------                                        
position as President of Finance and Administration, continuing with his current
responsibilities for the Company's Finance, Customer Services, Legal,
Facilities, Investor Relations and Human Resources Divisions as well as other
duties to be mutually agreed upon.  Executive shall continue to report directly
to the Company's Chief Executive Officer.  The Company agrees that on or before
July 1, 2001, Executive shall be appointed Chief Operating Officer of the
Company, and at the time of such appointment, in addition to his current
responsibilities, Executive will assume responsibility for the Company's
Operations Division.  Except for vacation, personal and sick days in accordance
with the Company's policies for comparable senior 

 
executives, Executive shall devote his full time during the Term to provide
services to the Company, its parents, subsidiaries, affiliates or divisions.

          3.   Compensation.
               ------------ 

               (a)  Base Salary.  Executive's base salary (the "Base Salary") 
                    ----------- 
shall be at the rate of $650,000 per annum for the period June 12, 2000 through
March 31, 2001. The Base Salary shall be increased to $750,000 per annum as of
April 1, 2001, and to $850,000 per annum as of April 1, 2002. If this Agreement
shall be renewed for the period April 1, 2003 through March 31, 2004, the Base
Salary for such period shall be $950,000. The Base Salary shall be payable in
substantially equal semi-monthly installments.

               (b)  Bonus Compensation.
                    ------------------ 

                    (i)   Signing Bonus. The Executive shall receive a bonus of
                          -------------
$225,000 upon Executive's execution of this Agreement.

                    (ii)  Annual Cash Incentive Bonus. For the fiscal year
                          --------------------------- 
ending March 31, 2001, Executive shall be entitled to a minimum bonus of 50% of
the Base Salary in effect on such date. However, if the Company achieves or
exceeds the Company's Annual Financial Budget as approved by the Board of
Directors for such year, Executive shall be entitled to a minimum bonus of 100%
of the Base Salary in effect on such date. For the fiscal year ending March 31,
2002, Executive shall be entitled to a minimum bonus of $500,000. However, if
the Company achieves or exceeds the Company's Annual Financial Budget as
approved by the Board of Directors for such year, Executive shall be entitled to
a minimum bonus of 100% of the Base Salary in effect on such date. For the
fiscal year ending March 31, 2003, Executive shall be entitled to a minimum
bonus of $567,000. However, if the Company achieves or exceeds the Company's
Annual Financial Budget as approved by the Board of Directors for such year,
Executive shall be entitled to a minimum bonus of 100% of the Base Salary in
effect on such date. If this 

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Agreement shall be renewed for the period April 1, 2003 through March 31, 2004,
for the fiscal year ending March 31, 2004, Executive shall be entitled to a
minimum bonus of $634,000. However, if the Company achieves or exceeds the
Company's Annual Financial Budget as approved by the Board of Directors for such
year, Executive shall be entitled to a minimum bonus of 100% of the Base Salary
in effect on such date. The Annual Cash Incentive Bonus shall be earned on the
last day of the Company's fiscal year, and payable when the Company pays bonuses
to other Company executives, but no later than June 30 of the following fiscal
year.

               (c)  Benefits.  During his employment under this Agreement, the
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Company will continue to provide Executive with the benefits Executive has been
receiving prior to execution of this Agreement.

               (d)  Automobile.  During his employment under this Agreement, the
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Company will continue to provide Executive at its expense with the same
automobile benefit Executive has been receiving prior to Executive's execution
of this Agreement.

               (e)  Expense Reimbursement.  The Company shall reimburse
                    --------------------- 
Executive for the ordinary and necessary business expenses incurred by him in
the performance of his duties in accordance with the Company's policies and
procedures applied in a manner consistent with past practice.

               (f)  Stock Options.  Upon execution of this Agreement, the
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Company will grant to the Executive under the THUSA 1992 Stock Incentive Plan
(as the same may be amended or superseded from time to time, the "Plan"), an
option to purchase 100,000 Ordinary Shares of Tommy Hilfiger Corporation. The
number of shares subject to such option grant shall be subject to ratable
adjustment by the Company in the circumstances described in Section 3 of the
Plan. The grant provided for herein will vest in three (3) equal installments on
June 30, 2001, June 30, 2002 and March 31, 2003, respectively, and will be
subject to the terms and conditions set forth below, in the Plan and any
applicable stock option agreement, provided that any such stock option agreement
shall be in the form 

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then used with respect to employees of the Company generally. Upon execution of
this Agreement, the Company also will accelerate to the date hereof the vesting
of the options under the Plan granted to the Executive on February 25, 2000 that
heretofore were scheduled to vest on April 30, 2003 and April 30, 2004
respectively. In addition, if the Company meets or exceeds its Budget for the
fiscal year ending March 31, 2001, the options granted to the Executive under
the Plan on July 21, 1997 that are scheduled to vest on September 30, 2001 and
September 30, 2002 respectively will vest instead on March 31, 2001. In any
event, if Executive remains in the Company's employ on March 31, 2002, all
options issued to Executive prior to March 31, 2000 which have not vested as of
March 31, 2002 will be accelerated to vest on that date. Executive agrees that
notwithstanding the terms and conditions of this Agreement, the Plan and any
such stock option agreement, if Executive resigns his employment for any reason,
other than for "Good Reason" as that term is defined in Section 5(a) of this
Agreement, or his employment is terminated for "Cause" as that term is defined
in Section 4(b) of this Agreement, Executive shall no longer have the right to
exercise any of the options granted pursuant to this Section 3(f) or thereafter
which Executive has not exercised as of the date of Executive's resignation or
termination. Executive further understands that (1) the preceding sentence shall
apply regardless of whether the options are "vested" under the Plan; and (2) all
such options will terminate immediately as of such date.

               (g)  Taxes.  All payments to be made to and on behalf of
                    -----
Executive under this Agreement will be subject to required withholding of
federal, state and local income and employment taxes, and to related reporting
requirements.

          4.   Termination of Employment.
               ------------------------- 

               (a)  Death and Disability.
                    -------------------- 

                    (i)  Death.  Executive's employment under this Agreement
                         -----
shall terminate automatically upon his death.

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                    (ii) Disability.  The Company may terminate Executive's
                         -----------                 
employment under this Agreement if Executive is absent from work due to serious
illness or incapacity for a period of at least 180 days (whether or not
consecutive) in any period of 365 consecutive days.

               (b)  Cause.  The Company may terminate Executive's employment
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under this Agreement at any time with Cause (as defined below). For purposes of
this Agreement, "Cause" means the occurrence of any of the following events: (i)
a material breach by Executive of his obligations under this Agreement; (ii) the
commission by Executive of a fraud against the Company or its parents,
subsidiaries, affiliates and divisions or his conviction for aiding or abetting,
or the commission of, a felony or of a fraud or a crime involving moral
turpitude or a business crime; or (iii) the possession or use by Executive of
illegal drugs or prohibited substances, the excessive drinking of alcoholic
beverages on a recurring basis which impairs Executive's ability to perform his
duties under this Agreement, or the appearance during hours of employment on a
recurring basis of being under the influence of such drugs, substances or
alcohol.

          5.   Consequences of Termination or Breach.
               ------------------------------------- 

               (a)  Death: Termination for Cause or Without Good Reason.  If
                    ---------------------------------------------------     
Executive's employment under this Agreement is terminated under Section 4(a)(i)
or 4(b), or Executive terminates his employment for any reason other than for
"Good Reason" (as defined below), Executive shall not thereafter be entitled to
receive any compensation or benefits under this Agreement, other than for (i)
Base Salary earned but not yet paid prior to the date of Executive's termination
of employment with the Company for any reason (the "Termination Date"), and (ii)
reimbursement of any expenses pursuant to Section 3(e) incurred prior to the
Termination Date.  For purposes of this Agreement, "Good Reason" means a
material breach by the Company of its obligations under this Agreement, which
shall include, without limitation, the Company's failure to appoint Executive
Chief Operating Officer as required by Section 2 above.

                                       5

 
               (b)  Other Terminations.  If Executive's employment under this
                    ------------------                                       
Agreement is terminated by the Company other than under Section 4(a)(i) or 4(b),
or the Company does not renew this Agreement at the end of the Term or any
renewal term, or Executive terminates his employment for Good Reason, the sole
obligations of the Company to Executive shall be to make the payments described
in clauses (i) and (ii) of Section 5(a), and subject to the Executive providing
the Company with the release described below, to continue to pay Executive's
annual Base Salary then in effect, in substantially equal semi-monthly
installments, until the end of the Term or then current renewal term, as
applicable, plus one year, which such payments shall be offset by any
compensation and benefits Executive receives from other employment (including
self-employment) and Company sponsored long term disability during the severance
period.  If Executive's employment terminates on any day other than the last day
of the Company's fiscal year, Executive shall be entitled to a pro rata portion
of the Annual Cash Incentive Bonus (if any) that otherwise would have been
payable to Executive in respect of such partial fiscal year, which such bonus
shall be payable at the time referred to in Section 3(b) above.

The Company's obligations to provide the separation payments referred to in this
Section 5(b) shall be contingent upon (A) the Executive having delivered to the
Company a fully executed release (that is not subject to revocation) of claims
against the Company, its subsidiaries, affiliates (other than Tommy Hilfiger
Corporation), divisions, directors, officers, employees, agents and
representatives satisfactory in form and content to the Company's counsel,
provided however, that nothing herein shall be deemed to require Executive to
execute a release of (1) Tommy Hilfiger Corporation and (2) Executive's rights
to vested benefits Executive may have under the Company's benefits plans,
including without limitation, the Company's 401(k) plan and SERP and (B)
Executive's continued compliance with the terms of Sections 6(a), (b) and (c) of
this Agreement.  A sample of the form of release required by the Company is
attached as Exhibit A. Executive agrees that the form may be reasonably modified
by the Company to reflect developments in the law after the date hereof.
Executive acknowledges that and agrees that in the event the Company terminates
Executive's employment in breach of this Agreement (1) Executive's sole 


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remedy shall be to receive the payments specified in this Section 5(b), (2) if
Executive does not execute the release described above, Executive shall have no
remedy against the Company, its subsidiaries, affiliates (other than Tommy
Hilfiger Corporation) and divisions or any of their respective officers,
directors, stockholders, employees or agents with respect to such breach and (3)
Executive hereby waives any other rights he may have against the Company, its
subsidiaries, affiliates (other than Tommy Hilfiger Corporation) and divisions
or any of their respective officers, directors, stockholders, employees or
agents for damages arising from such termination, provided however, that
Executive is not hereby waiving any rights he may have against Tommy Hilfiger
Corporation. Executive also agrees to notify the Company's Senior Vice President
of Human Resources promptly upon his obtaining other employment or commencing
self-employment during any severance period described in this Section 5(b) and
to provide the Company with complete information regarding his compensation and
benefits therein.

          6.   Certain Covenants and Representations.
               ------------------------------------- 

               (a)  Confidentiality.  The Executive acknowledges that in the
                    ---------------
course of his employment by the Company, the Executive will receive and or be in
possession of confidential information of the Company and its parents,
subsidiaries, affiliates and divisions, including, but not limited to,
information relating to their financial affairs, business methods, strategic
plans, marketing plans, product and styling development plans, pricing,
products, vendors, suppliers, manufacturers, computer programs and software.
The Executive agrees that he will not, without the prior written consent of the
Company, during the period of his employment or thereafter, disclose or make use
of any such confidential information, except as may be required by law or in the
course of Executive's employment hereunder.  Executive agrees that all tangible
materials containing confidential information, whether created by Executive or
others which shall come into Executive's custody or possession during
Executive's employment shall be and is the exclusive property of the Company.
Upon termination of Executive's employment for any reason whatsoever, Executive
shall immediately surrender to the Company all confidential information and
property of the Company in Executive's possession.

                                       7

 
          (b)  Non-Competition.  Executive agrees that during the term of his
               ---------------                                               
employment with, and for one year after leaving the employ of the Company, the
Executive will not engage in, or carry on, directly or indirectly, either for
himself or as an officer or director of a corporation or as an employee, agent,
associate, or consultant of any person, partnership, business or corporation,
any business in competition with the business carried on by the Company and its
parents, subsidiaries, affiliates and divisions in any market in which the
Company or its parents, subsidiaries, affiliates, or divisions actively conduct
business; provided, however, that if the Company elects to enforce this
provision, and the Executive is not receiving separation pay pursuant to Section
5(b) herein, the Company shall pay to the Executive during the one-year period
(in accordance with the Company's then current payroll practices) at the rate of
one-half (1/2) his annual Base Salary as of the date of his termination. If the
Company, at its sole option, decides not to continue the Executive's one-half
(1/2) Base Salary at any time during the one-year period and the Executive is
not otherwise receiving separation pay pursuant to Section 5(b) herein, this 
non-competition provision shall not thereafter be enforceable.

          (c)  No Hiring.  During the two-year period immediately following the
               ---------                                                       
Termination Date, Executive shall not employ or retain (or participate in or
arrange for the employment or retention of) any person who was employed or
retained by the Company or any of its parents, subsidiaries, affiliates and
divisions within the six-month period immediately preceding such employment or
retention.

          (d)  Remedy for Breach and Modification.  Executive acknowledges that
               ----------------------------------                              
the foregoing provisions of this Section 6 are reasonable and necessary for the
protection of the Company and its parents, subsidiaries, affiliates and
divisions, and that they will be materially and irrevocably damaged if these
provisions are not specifically enforced.  Accordingly, Executive agrees that,
in addition to any other relief or remedies available to the Company and its
parents, subsidiaries, affiliates and divisions, they shall be entitled to seek
an appropriate injunctive or other equitable remedy for the purposes of
restraining Executive from any actual or threatened breach of or otherwise
enforcing these provisions and 

                                       8

 
no bond or security will be required in connection therewith. If any provision
of this Section 6 is deemed invalid or unenforceable, such provision shall be
deemed modified and limited to the extent necessary to make it valid and
enforceable.

          7.   Miscellaneous.
               ------------- 

               (a)  Authority. The Company and Executive each have full power
                    ---------
and authority to execute and deliver this Agreement and to perform their
respective obligations hereunder. This Agreement constitutes the legal, valid
and binding obligation of the Company and Executive and is enforceable against
the Company and Executive in accordance with its terms.

               (b)  Notices.  Any notice or other communication made or given in
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connection with this Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand, by facsimile transmission, by a
nationally recognized overnight delivery service or mailed by certified mail,
return receipt requested, to Executive at his address or to the Company at the
address set forth below or at such other address as Executive or the Company may
specify by notice to the others:

               To the Company:

               Tommy Hilfiger U.S.A., Inc.
               25 West 39th Street
               New York, NY 10018
               Attention: Joel J. Horowitz
               Fax Number: 212-548-1818

               To Executive:

               Joel H. Newman
               179 East 70th Street - Apt. 12B
               New York, NY 10021

               (c)  Entire Agreement; Amendment. This Agreement supersedes all
                    ---------------------------
prior agreements between the parties with respect to its subject matter,
including, without limitation, the

                                       9

 
Employment Agreement, dated as of April 1, 1996, between Executive and the
Company, the memorandum regarding compensation overview, dated May 21, 1998, and
the letter from Joel Horowitz to Executive, dated February 8, 2000, and is
intended as a complete and exclusive statement of the terms of the agreement
between the parties with respect thereto and may be amended only by a writing
signed by both parties hereto.

          (d)  Waiver.  The failure of any party to insist upon strict adherence
               ------                                                           
to any term or condition of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.  Any waiver
must be in writing.

          (e)  Assignment. Except as otherwise provided in this Section 7(e),
               ----------                                                    
this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, representatives, successors and assigns.
This Agreement shall not be assignable by Executive and shall be assignable by
the Company only to its parents, subsidiaries, affiliates or divisions, provided
that any assignment by the Company shall not, without the written consent of
Executive, relieve the Company of its obligations hereunder.

          (f)  Counterparts.  This Agreement may be executed in two or more
               ------------                                                
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.

          (g)  Captions.  The captions in this Agreement are for convenience of
               --------                                                        
reference only and shall not be given any effect in the interpretation of the
Agreement.

          (h)  Governing Law. This Agreement shall be governed by the law of the
               -------------  
State of New York, without regard to its conflict of laws principles.

                                       10

 
          (i)  Arbitration.  Any dispute or claim between the parties hereto
               -----------                                                  
arising out of, or, in connection with this Agreement, shall, upon written
request of either party, become a matter for arbitration, provided, however,
Executive acknowledges that in the event of any violation of Section 6 hereof,
the Company shall be entitled to obtain from any court in the State of New York,
temporary, preliminary or permanent injunctive relief as well as damages, which
rights shall be in addition to any other rights or remedies to which it may be
entitled.  The arbitration shall be before a neutral arbitrator in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
and take place in New York City.  Each party shall bear its own fees, costs and
disbursements in such proceeding.  The decision or award of the arbitrator shall
be final and binding upon the parties hereto.  The parties shall abide by all
awards recorded in such arbitration proceedings, and all such awards may be
entered and executed upon in any court having jurisdiction over the party
against whom or which enforcement of such award is sought.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                         TOMMY HILFIGER U.S.A., INC.            
                                                                                
                                                                                
                                         By:     /s/ Joel Horowitz              
                                            ----------------------------------- 
                                             Name:  Joel Horowitz               
                                             Title: Chief Executive Officer     
                                                                                
                                                                                
                                                 /s/ Joel H. Newman             
                                         -------------------------------------- 
                                                     Joel H. Newman 

                                       11

 
____________,                      EXHIBIT A



Dear XXXX:


          This letter ("Agreement") sets forth our mutual agreement concerning
your separation from your employment with Tommy Hilfiger U.S.A., Inc., including
its subsidiary and affiliated corporations (other than Tommy Hilfiger
Corporation), and their respective successors, assignees, representatives,
agents, shareholders, officers, directors and employees (the "Company"; provided
that for purposes of the following sentence and paragraphs 4, 5 and 7 hereof,
the "Company" shall be deemed to include Tommy Hilfiger Corporation).  We have
agreed that your employment with the Company ends for all purposes effective
_________, and as of that date, you cease to accrue any benefits that
customarily accrue to the Company's active employees.

     1.   Separation Payments. In consideration for your signing this Agreement,
          -------------------                                                   
subject to the conditions set forth below, you will receive _________________
which amount shall be payable in substantially equal semi-monthly installments;
all less applicable deductions and withholdings required by federal, state and
local law.  You agree that the Company's obligation to pay you salary
continuation shall be reduced by the amount of the compensation and benefits you
are entitled to receive from other employment (including self-employment) you
obtain prior to _________.  You agree to notify the Company's Senior Vice
President of Human Resources promptly upon your obtaining any such other
employment or commencing self-employment, and to provide the Company with
complete information regarding your compensation therein.  You acknowledge that
you are not entitled to receive the items provided for in this paragraph and
that these items will be provided to you only if you execute this Agreement and
do not revoke your signature during the seven (7) day period referred to in
paragraph 15 below.  You represent that during the term of your employment with
the Company you did not breach your fiduciary duty to the Company.

     2.   Release. In exchange for providing you with the items described in
          -------
paragraph 1 above, you agree to waive any and all claims against the Company and
release and discharge the Company from liability for any and all claims or
damages that you had, have or may have against the Company as of the date of
your execution of this Agreement, whether known or unknown to you, including but
not limited to any claims arising under any federal, state or local law, rule or
ordinance, tort, employment contract (express or implied), public policy, or any
other obligation including any claims arising under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Older
Workers' Benefit Protection Act, the Civil Rights Act of 1866, the Civil Rights
Act of 1991, the Americans With Disabilities Act, the Family and Medical Leave
Act, the Employee Retirement Income Security Act, the New York State Human
Rights Law, the New York City Human Rights Law and any other labor law, employee
relations, and/or fair employment practice statute, rule or ordinance and all
claims for workers' compensation, wages, monetary or equitable relief, vacation,
other employee fringe benefits, benefit plans or attorney's fees. This Agreement
may not be cited as, and does not constitute any admission by the Company with
respect to any aspect of your employment or termination therefrom. Nothing
herein shall be deemed to release (1) Tommy Hilfiger Corporation; and (2) your
rights to vested benefits you may have under the Company's benefits plans,
including without limitation, the Company's 401(k) plan and SERP.

     3.   Confidentiality and Cooperation. You agree that you will not disclose
          -------------------------------
or cause to be disclosed in any way the terms, contents or execution of this
Agreement or the facts and circumstances underlying this Agreement, except in
the following circumstances; (1) to your immediate family provided the persons
to whom the information is to be disclosed are informed of this paragraph and
agree to be bound by it; (2) to your tax adviser, provided such persons agree to
be bound by this paragraph; (3) to

                                       12

 
your legal counsel; and (4) pursuant to an order of a court or governmental
agency of competent jurisdiction, or for the purposes of securing enforcement of
the provisions of this Agreement. You also agree that you will cooperate fully
with the Company in connection with any existing or future litigation against
the Company, whether administrative, civil or criminal in nature, in which and
to the extent the Company reasonably deems your cooperation necessary. You
further agree that, in the event you or anyone acting on your behalf, is served
with any subpoena, order, directive or other legal process involving the
Company, you or your attorney shall immediately notify the Company's Senior Vice
President of Human Resources of such service and of the content of any testimony
or information to be provided pursuant to such subpoena, order, directive or
other legal process and within two (2) business days send to the Company's
Senior Vice President of Human Resources via overnight delivery (at the
Company's expense) a copy of said documents served upon you.

     4.   Company Property. It is understood and agreed that all books,
          ----------------
handbooks, manuals, files, papers, memoranda, letters, facsimile or other
communications which you have in your possession that were written, authorized,
signed, received or transmitted during your employment are and remain the
property of the Company and, as such, are not to be removed from the Company's
offices. In addition, you acknowledge that you have returned to the Company all
confidential information and property of the Company in your possession,
including the automobile which the Company provided to you pursuant to Section
3(e) of the Employment Agreement.

     5.   Future Employment.  You agree that you shall not seek reinstatement to
          -----------------                                                     
employment with the Company in the future.  You hereby waive any rights that may
accrue to you and release the Company from any liability that may arise against
the Company because of any denial of employment, re-employment, reinstatement or
any other remunerative relationship and to hold the Company harmless for any
costs or fees it incurs as a result of your breach of this paragraph.

     6.   Enforceability and Severability. It is the intention of the parties
          -------------------------------
that the provisions of this Agreement shall be enforced to the finest extent
permissible under the laws and public policies of each state and jurisdiction in
which such enforcement is sought, but that the unenforceability (or the
modification to conform with such laws or public policies) of any provisions
hereof, shall not render unenforceable or impair the remainder of this
Agreement. Accordingly, if any provision of this Agreement shall be determined
to be invalid or unenforceable, either in whole or in part, this Agreement shall
be deemed amended to delete or modify, as necessary, the offending provisions
and to alter the balance of this Agreement in order to render the same valid and
enforceable to the fullest extent permissible. However, the illegality or
unenforceability of any such provision shall have no effect on, and shall not
impair the enforceability of the release language set forth in paragraph 2,
provided that, if a court of competent jurisdiction in an action or proceeding
to which you are a party determines that the release language set forth in
paragraph 2 is unenforceable in any respect, you shall be required to pay to the
Company the value of all amounts paid and benefits provided to you by the
Company under this Agreement, net of taxes paid and not recoverable.

     7.   Non-Disparagement. You agree not to make, or cause to be made, any
          -----------------
written or oral statements about the Company that may disparage, criticize or in
any way injure the Company.

     8.   Covenant Not to Sue.  You represent that: (a) you have not filed any
          -------------------                                                 
lawsuits against the Company in any court whatsoever; (b) you have not filed or
caused to be filed any charges or complaints against the Company with any
municipal, state or federal agency charged with the enforcement of any law; and
(c) pursuant to and as part of your release of the Company herein, to the
fullest extent permitted by law, you shall not sue or file a charge, complaint,
grievance or demand for arbitration in any forum or assist or otherwise
participate in any claim, arbitration, suit, action, investigation or other
proceeding of any kind that relates to any matter that involves the Company that
occurred up to and including the date 

                                       13

 
of your execution of this Agreement. You agree that you will pay all costs and
expenses including, without limitation, attorney's fees incurred by the Company
in defending against any such suit, charge or complaint initiated by you and you
expressly waive any claim to any form of monetary or other damages, or any other
form of recovery or relief in connection with any such action, or in connection
with any action brought by a third party.

     9.   Breach by You. You acknowledge and agree that if you breach any of
          -------------
your promises in this Agreement, for example, by filing or prosecuting a lawsuit
or charge based on claims that you have released, such conduct would cause great
damage and injury to the Company and that such provisions provide a material
element of the Company's consideration for and inducement to enter into this
Agreement. Accordingly, it is expressly understood and agreed that if there is a
breach by you (1) the Company may cease providing any payments and benefits not
already provided hereunder; and (2) you must immediately repay to the Company
the value of all payments and benefits previously received by you under this
Agreement as liquidated damages, it being agreed that the Company's monetary
damages in the event of such breach would be difficult to calculate and that
this amount represents a fair approximation of such damages. You further agree
that the Company may, in addition to these liquidated damages and in addition to
pursuing any other remedies that it may have in law or in equity, obtain an
injunction against you from any court having jurisdiction over this matter,
restraining any further violations of this Agreement.

     10.  Agreement Not Admissible. The terms of this Agreement, including all
          ------------------------
facts, circumstances, statements and documents relating thereto, shall not be
admissible or submitted as evidence in any litigation in any forum for any
purpose, other than to secure enforcement of the terms and conditions of this
Agreement.

     11.  Binding Effect. This Agreement and all of the provisions hereof shall
          --------------
be binding upon, and inure to the benefit of, you and the Company and your and
the Company's successors (including successors by merger, consolidation or
similar transactions), permitted assigns, executors, administrators, personal
representatives, heirs and distributees.

     12.  Headings.  The paragraph headings contained in this Agreement are for
          --------                                                             
convenience of reference only and are not intended to determine, limit or
describe the scope or intent of any provision of this Agreement.

     13.  Entire Agreement and Applicable Law. This Agreement contains the
          -----------------------------------
entire understanding between you and the Company, and supersedes any and all
prior or contemporaneous understandings and agreements, written or oral,
including, but not limited to, the Employment Agreement, provided, however, that
you agree that Section 6 of the Employment Agreement shall survive in its
entirety. This Agreement shall be interpreted for all purposes under the laws of
the State of New York, excluding its choice of laws principles, which are deemed
inapplicable.

     14.  Waiver. The failure of you or the Company to insist upon strict
          ------
adherence to any term of this Agreement on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

     15.  Right to Counsel, Effective Date and Amendments. Your signature below
          -----------------------------------------------                      
indicates that you are entering into this Agreement freely, knowingly and
voluntarily without duress or coercion, with a full understanding of its terms.
You also acknowledge that you have been given a period of 21 days to consider
the terms of this Agreement and that you have a period of seven days, from the
date you sign this Agreement, to revoke your acceptance by so notifying the
Company to my attention in writing by 5:00 p.m. on or before the seventh (7th)
day after this Agreement is executed by you.  This Agreement shall 

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not become effective or enforceable until the revocation period of seven days
has expired. Further, you acknowledge that you have been advised by the Company
to discuss this Agreement with an attorney of your choice and you have had ample
opportunity to do so. This Agreement may not be changed or altered, except by a
writing signed by the Company and you. To accept this offer you must return this
letter to me, signed and notarized.


Very truly yours,



AGREED AND ACCEPTED:


By:_________________________                  By:___________________________
   Print:            Date                        SIGNATURE:        Date      


On this ___ day of ___________, before me personally came _______________, to me
known and known to me to be the individual described in and who executed the
foregoing Agreement, and duly acknowledged to me that he executed the same.

 
___________________
Notary Public


YOU MUST SIGN AND RETURN THIS AGREEMENT TO THE COMPANY NO LATER THAN 5:00 P.M.
ON THE 21/ST/ DAY FOLLOWING RECEIPT OF THIS DOCUMENT OR IRREVOCABLY LOSE THE
OPPORTUNITY TO RECEIVE THE CONSIDERATION DETAILED HEREIN.  YOU RECEIVED THIS
AGREEMENT ON ___________.

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