{"id":39658,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-tommy-hilfiger-usa-inc-and-joel-h-newman.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tommy-hilfiger-usa-inc-and-joel-h-newman","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tommy-hilfiger-usa-inc-and-joel-h-newman.html","title":{"rendered":"Employment Agreement &#8211; Tommy Hilfiger USA Inc. and Joel H. Newman"},"content":{"rendered":"<pre>\n                             EMPLOYMENT AGREEMENT\n\n          EMPLOYMENT AGREEMENT (this \"Agreement\") dated as of the 12\/th\/ day of\nJune, 2000 between Tommy Hilfiger U.S.A., Inc. (\"THUSA\" or the \"Company\") and\nJoel H. Newman (\"Executive\").\n\n          WHEREAS, the parties desire to enter into this Agreement to reflect\ntheir mutual agreements with respect to the employment of Executive by the\nCompany.\n\n          NOW, THEREFORE, in consideration of the mutual covenants, warranties\nand undertakings herein contained, the parties hereto agree as follows:\n\n          1.   Term.  The employment of Executive under this Agreement shall\n               ----                                                         \ncommence on June 12, 2000 and shall continue through March 31, 2003 (the\n\"Term\"), subject to the terms and provisions of this Agreement.  The Term shall\nbe automatically renewed from year to year unless either party shall give the\nother written notice at least thirty (30) days prior to the end of the then\ncurrent term of its intention that the then current term is not to renew.\n\n          2.   Position and Duties.  Executive shall remain in his present\n               -------------------                                        \nposition as President of Finance and Administration, continuing with his current\nresponsibilities for the Company's Finance, Customer Services, Legal,\nFacilities, Investor Relations and Human Resources Divisions as well as other\nduties to be mutually agreed upon.  Executive shall continue to report directly\nto the Company's Chief Executive Officer.  The Company agrees that on or before\nJuly 1, 2001, Executive shall be appointed Chief Operating Officer of the\nCompany, and at the time of such appointment, in addition to his current\nresponsibilities, Executive will assume responsibility for the Company's\nOperations Division.  Except for vacation, personal and sick days in accordance\nwith the Company's policies for comparable senior \n\n \nexecutives, Executive shall devote his full time during the Term to provide\nservices to the Company, its parents, subsidiaries, affiliates or divisions.\n\n          3.   Compensation.\n               ------------ \n\n               (a)  Base Salary.  Executive's base salary (the \"Base Salary\") \n                    ----------- \nshall be at the rate of $650,000 per annum for the period June 12, 2000 through\nMarch 31, 2001. The Base Salary shall be increased to $750,000 per annum as of\nApril 1, 2001, and to $850,000 per annum as of April 1, 2002. If this Agreement\nshall be renewed for the period April 1, 2003 through March 31, 2004, the Base\nSalary for such period shall be $950,000. The Base Salary shall be payable in\nsubstantially equal semi-monthly installments.\n\n               (b)  Bonus Compensation.\n                    ------------------ \n\n                    (i)   Signing Bonus. The Executive shall receive a bonus of\n                          -------------\n$225,000 upon Executive's execution of this Agreement.\n\n                    (ii)  Annual Cash Incentive Bonus. For the fiscal year\n                          --------------------------- \nending March 31, 2001, Executive shall be entitled to a minimum bonus of 50% of\nthe Base Salary in effect on such date. However, if the Company achieves or\nexceeds the Company's Annual Financial Budget as approved by the Board of\nDirectors for such year, Executive shall be entitled to a minimum bonus of 100%\nof the Base Salary in effect on such date. For the fiscal year ending March 31,\n2002, Executive shall be entitled to a minimum bonus of $500,000. However, if\nthe Company achieves or exceeds the Company's Annual Financial Budget as\napproved by the Board of Directors for such year, Executive shall be entitled to\na minimum bonus of 100% of the Base Salary in effect on such date. For the\nfiscal year ending March 31, 2003, Executive shall be entitled to a minimum\nbonus of $567,000. However, if the Company achieves or exceeds the Company's\nAnnual Financial Budget as approved by the Board of Directors for such year,\nExecutive shall be entitled to a minimum bonus of 100% of the Base Salary in\neffect on such date. If this \n\n                                       2\n\n\n \nAgreement shall be renewed for the period April 1, 2003 through March 31, 2004,\nfor the fiscal year ending March 31, 2004, Executive shall be entitled to a\nminimum bonus of $634,000. However, if the Company achieves or exceeds the\nCompany's Annual Financial Budget as approved by the Board of Directors for such\nyear, Executive shall be entitled to a minimum bonus of 100% of the Base Salary\nin effect on such date. The Annual Cash Incentive Bonus shall be earned on the\nlast day of the Company's fiscal year, and payable when the Company pays bonuses\nto other Company executives, but no later than June 30 of the following fiscal\nyear.\n\n               (c)  Benefits.  During his employment under this Agreement, the\n                    --------  \nCompany will continue to provide Executive with the benefits Executive has been\nreceiving prior to execution of this Agreement.\n\n               (d)  Automobile.  During his employment under this Agreement, the\n                    ----------                                                  \nCompany will continue to provide Executive at its expense with the same\nautomobile benefit Executive has been receiving prior to Executive's execution\nof this Agreement.\n\n               (e)  Expense Reimbursement.  The Company shall reimburse\n                    --------------------- \nExecutive for the ordinary and necessary business expenses incurred by him in\nthe performance of his duties in accordance with the Company's policies and\nprocedures applied in a manner consistent with past practice.\n\n               (f)  Stock Options.  Upon execution of this Agreement, the\n                    -------------                                              \nCompany will grant to the Executive under the THUSA 1992 Stock Incentive Plan\n(as the same may be amended or superseded from time to time, the \"Plan\"), an\noption to purchase 100,000 Ordinary Shares of Tommy Hilfiger Corporation. The\nnumber of shares subject to such option grant shall be subject to ratable\nadjustment by the Company in the circumstances described in Section 3 of the\nPlan. The grant provided for herein will vest in three (3) equal installments on\nJune 30, 2001, June 30, 2002 and March 31, 2003, respectively, and will be\nsubject to the terms and conditions set forth below, in the Plan and any\napplicable stock option agreement, provided that any such stock option agreement\nshall be in the form \n\n                                       3\n\n\n\n \nthen used with respect to employees of the Company generally. Upon execution of\nthis Agreement, the Company also will accelerate to the date hereof the vesting\nof the options under the Plan granted to the Executive on February 25, 2000 that\nheretofore were scheduled to vest on April 30, 2003 and April 30, 2004\nrespectively. In addition, if the Company meets or exceeds its Budget for the\nfiscal year ending March 31, 2001, the options granted to the Executive under\nthe Plan on July 21, 1997 that are scheduled to vest on September 30, 2001 and\nSeptember 30, 2002 respectively will vest instead on March 31, 2001. In any\nevent, if Executive remains in the Company's employ on March 31, 2002, all\noptions issued to Executive prior to March 31, 2000 which have not vested as of\nMarch 31, 2002 will be accelerated to vest on that date. Executive agrees that\nnotwithstanding the terms and conditions of this Agreement, the Plan and any\nsuch stock option agreement, if Executive resigns his employment for any reason,\nother than for \"Good Reason\" as that term is defined in Section 5(a) of this\nAgreement, or his employment is terminated for \"Cause\" as that term is defined\nin Section 4(b) of this Agreement, Executive shall no longer have the right to\nexercise any of the options granted pursuant to this Section 3(f) or thereafter\nwhich Executive has not exercised as of the date of Executive's resignation or\ntermination. Executive further understands that (1) the preceding sentence shall\napply regardless of whether the options are \"vested\" under the Plan; and (2) all\nsuch options will terminate immediately as of such date.\n\n               (g)  Taxes.  All payments to be made to and on behalf of\n                    -----\nExecutive under this Agreement will be subject to required withholding of\nfederal, state and local income and employment taxes, and to related reporting\nrequirements.\n\n          4.   Termination of Employment.\n               ------------------------- \n\n               (a)  Death and Disability.\n                    -------------------- \n\n                    (i)  Death.  Executive's employment under this Agreement\n                         -----\nshall terminate automatically upon his death.\n\n                                       4\n\n\n\n \n                    (ii) Disability.  The Company may terminate Executive's\n                         -----------                 \nemployment under this Agreement if Executive is absent from work due to serious\nillness or incapacity for a period of at least 180 days (whether or not\nconsecutive) in any period of 365 consecutive days.\n\n               (b)  Cause.  The Company may terminate Executive's employment\n                    -----                                          \nunder this Agreement at any time with Cause (as defined below). For purposes of\nthis Agreement, \"Cause\" means the occurrence of any of the following events: (i)\na material breach by Executive of his obligations under this Agreement; (ii) the\ncommission by Executive of a fraud against the Company or its parents,\nsubsidiaries, affiliates and divisions or his conviction for aiding or abetting,\nor the commission of, a felony or of a fraud or a crime involving moral\nturpitude or a business crime; or (iii) the possession or use by Executive of\nillegal drugs or prohibited substances, the excessive drinking of alcoholic\nbeverages on a recurring basis which impairs Executive's ability to perform his\nduties under this Agreement, or the appearance during hours of employment on a\nrecurring basis of being under the influence of such drugs, substances or\nalcohol.\n\n          5.   Consequences of Termination or Breach.\n               ------------------------------------- \n\n               (a)  Death: Termination for Cause or Without Good Reason.  If\n                    ---------------------------------------------------     \nExecutive's employment under this Agreement is terminated under Section 4(a)(i)\nor 4(b), or Executive terminates his employment for any reason other than for\n\"Good Reason\" (as defined below), Executive shall not thereafter be entitled to\nreceive any compensation or benefits under this Agreement, other than for (i)\nBase Salary earned but not yet paid prior to the date of Executive's termination\nof employment with the Company for any reason (the \"Termination Date\"), and (ii)\nreimbursement of any expenses pursuant to Section 3(e) incurred prior to the\nTermination Date.  For purposes of this Agreement, \"Good Reason\" means a\nmaterial breach by the Company of its obligations under this Agreement, which\nshall include, without limitation, the Company's failure to appoint Executive\nChief Operating Officer as required by Section 2 above.\n\n                                       5\n\n \n               (b)  Other Terminations.  If Executive's employment under this\n                    ------------------                                       \nAgreement is terminated by the Company other than under Section 4(a)(i) or 4(b),\nor the Company does not renew this Agreement at the end of the Term or any\nrenewal term, or Executive terminates his employment for Good Reason, the sole\nobligations of the Company to Executive shall be to make the payments described\nin clauses (i) and (ii) of Section 5(a), and subject to the Executive providing\nthe Company with the release described below, to continue to pay Executive's\nannual Base Salary then in effect, in substantially equal semi-monthly\ninstallments, until the end of the Term or then current renewal term, as\napplicable, plus one year, which such payments shall be offset by any\ncompensation and benefits Executive receives from other employment (including\nself-employment) and Company sponsored long term disability during the severance\nperiod.  If Executive's employment terminates on any day other than the last day\nof the Company's fiscal year, Executive shall be entitled to a pro rata portion\nof the Annual Cash Incentive Bonus (if any) that otherwise would have been\npayable to Executive in respect of such partial fiscal year, which such bonus\nshall be payable at the time referred to in Section 3(b) above.\n\nThe Company's obligations to provide the separation payments referred to in this\nSection 5(b) shall be contingent upon (A) the Executive having delivered to the\nCompany a fully executed release (that is not subject to revocation) of claims\nagainst the Company, its subsidiaries, affiliates (other than Tommy Hilfiger\nCorporation), divisions, directors, officers, employees, agents and\nrepresentatives satisfactory in form and content to the Company's counsel,\nprovided however, that nothing herein shall be deemed to require Executive to\nexecute a release of (1) Tommy Hilfiger Corporation and (2) Executive's rights\nto vested benefits Executive may have under the Company's benefits plans,\nincluding without limitation, the Company's 401(k) plan and SERP and (B)\nExecutive's continued compliance with the terms of Sections 6(a), (b) and (c) of\nthis Agreement.  A sample of the form of release required by the Company is\nattached as Exhibit A. Executive agrees that the form may be reasonably modified\nby the Company to reflect developments in the law after the date hereof.\nExecutive acknowledges that and agrees that in the event the Company terminates\nExecutive's employment in breach of this Agreement (1) Executive's sole \n\n\n                                       6\n\n \nremedy shall be to receive the payments specified in this Section 5(b), (2) if\nExecutive does not execute the release described above, Executive shall have no\nremedy against the Company, its subsidiaries, affiliates (other than Tommy\nHilfiger Corporation) and divisions or any of their respective officers,\ndirectors, stockholders, employees or agents with respect to such breach and (3)\nExecutive hereby waives any other rights he may have against the Company, its\nsubsidiaries, affiliates (other than Tommy Hilfiger Corporation) and divisions\nor any of their respective officers, directors, stockholders, employees or\nagents for damages arising from such termination, provided however, that\nExecutive is not hereby waiving any rights he may have against Tommy Hilfiger\nCorporation. Executive also agrees to notify the Company's Senior Vice President\nof Human Resources promptly upon his obtaining other employment or commencing\nself-employment during any severance period described in this Section 5(b) and\nto provide the Company with complete information regarding his compensation and\nbenefits therein.\n\n          6.   Certain Covenants and Representations.\n               ------------------------------------- \n\n               (a)  Confidentiality.  The Executive acknowledges that in the\n                    ---------------\ncourse of his employment by the Company, the Executive will receive and or be in\npossession of confidential information of the Company and its parents,\nsubsidiaries, affiliates and divisions, including, but not limited to,\ninformation relating to their financial affairs, business methods, strategic\nplans, marketing plans, product and styling development plans, pricing,\nproducts, vendors, suppliers, manufacturers, computer programs and software.\nThe Executive agrees that he will not, without the prior written consent of the\nCompany, during the period of his employment or thereafter, disclose or make use\nof any such confidential information, except as may be required by law or in the\ncourse of Executive's employment hereunder.  Executive agrees that all tangible\nmaterials containing confidential information, whether created by Executive or\nothers which shall come into Executive's custody or possession during\nExecutive's employment shall be and is the exclusive property of the Company.\nUpon termination of Executive's employment for any reason whatsoever, Executive\nshall immediately surrender to the Company all confidential information and\nproperty of the Company in Executive's possession.\n\n                                       7\n\n \n          (b)  Non-Competition.  Executive agrees that during the term of his\n               ---------------                                               \nemployment with, and for one year after leaving the employ of the Company, the\nExecutive will not engage in, or carry on, directly or indirectly, either for\nhimself or as an officer or director of a corporation or as an employee, agent,\nassociate, or consultant of any person, partnership, business or corporation,\nany business in competition with the business carried on by the Company and its\nparents, subsidiaries, affiliates and divisions in any market in which the\nCompany or its parents, subsidiaries, affiliates, or divisions actively conduct\nbusiness; provided, however, that if the Company elects to enforce this\nprovision, and the Executive is not receiving separation pay pursuant to Section\n5(b) herein, the Company shall pay to the Executive during the one-year period\n(in accordance with the Company's then current payroll practices) at the rate of\none-half (1\/2) his annual Base Salary as of the date of his termination. If the\nCompany, at its sole option, decides not to continue the Executive's one-half\n(1\/2) Base Salary at any time during the one-year period and the Executive is\nnot otherwise receiving separation pay pursuant to Section 5(b) herein, this \nnon-competition provision shall not thereafter be enforceable.\n\n          (c)  No Hiring.  During the two-year period immediately following the\n               ---------                                                       \nTermination Date, Executive shall not employ or retain (or participate in or\narrange for the employment or retention of) any person who was employed or\nretained by the Company or any of its parents, subsidiaries, affiliates and\ndivisions within the six-month period immediately preceding such employment or\nretention.\n\n          (d)  Remedy for Breach and Modification.  Executive acknowledges that\n               ----------------------------------                              \nthe foregoing provisions of this Section 6 are reasonable and necessary for the\nprotection of the Company and its parents, subsidiaries, affiliates and\ndivisions, and that they will be materially and irrevocably damaged if these\nprovisions are not specifically enforced.  Accordingly, Executive agrees that,\nin addition to any other relief or remedies available to the Company and its\nparents, subsidiaries, affiliates and divisions, they shall be entitled to seek\nan appropriate injunctive or other equitable remedy for the purposes of\nrestraining Executive from any actual or threatened breach of or otherwise\nenforcing these provisions and \n\n                                       8\n\n \nno bond or security will be required in connection therewith. If any provision\nof this Section 6 is deemed invalid or unenforceable, such provision shall be\ndeemed modified and limited to the extent necessary to make it valid and\nenforceable.\n\n          7.   Miscellaneous.\n               ------------- \n\n               (a)  Authority. The Company and Executive each have full power\n                    ---------\nand authority to execute and deliver this Agreement and to perform their\nrespective obligations hereunder. This Agreement constitutes the legal, valid\nand binding obligation of the Company and Executive and is enforceable against\nthe Company and Executive in accordance with its terms.\n\n               (b)  Notices.  Any notice or other communication made or given in\n                    -------                                                     \nconnection with this Agreement shall be in writing and shall be deemed to have\nbeen duly given when delivered by hand, by facsimile transmission, by a\nnationally recognized overnight delivery service or mailed by certified mail,\nreturn receipt requested, to Executive at his address or to the Company at the\naddress set forth below or at such other address as Executive or the Company may\nspecify by notice to the others:\n\n               To the Company:\n\n               Tommy Hilfiger U.S.A., Inc.\n               25 West 39th Street\n               New York, NY 10018\n               Attention: Joel J. Horowitz\n               Fax Number: 212-548-1818\n\n               To Executive:\n\n               Joel H. Newman\n               179 East 70th Street - Apt. 12B\n               New York, NY 10021\n\n               (c)  Entire Agreement; Amendment. This Agreement supersedes all\n                    ---------------------------\nprior agreements between the parties with respect to its subject matter,\nincluding, without limitation, the\n\n                                       9\n\n \nEmployment Agreement, dated as of April 1, 1996, between Executive and the\nCompany, the memorandum regarding compensation overview, dated May 21, 1998, and\nthe letter from Joel Horowitz to Executive, dated February 8, 2000, and is\nintended as a complete and exclusive statement of the terms of the agreement\nbetween the parties with respect thereto and may be amended only by a writing\nsigned by both parties hereto.\n\n          (d)  Waiver.  The failure of any party to insist upon strict adherence\n               ------                                                           \nto any term or condition of this Agreement on any occasion shall not be\nconsidered a waiver or deprive that party of the right thereafter to insist upon\nstrict adherence to that term or any other term of this Agreement.  Any waiver\nmust be in writing.\n\n          (e)  Assignment. Except as otherwise provided in this Section 7(e),\n               ----------                                                    \nthis Agreement shall inure to the benefit of and be binding upon the parties\nhereto and their respective heirs, representatives, successors and assigns.\nThis Agreement shall not be assignable by Executive and shall be assignable by\nthe Company only to its parents, subsidiaries, affiliates or divisions, provided\nthat any assignment by the Company shall not, without the written consent of\nExecutive, relieve the Company of its obligations hereunder.\n\n          (f)  Counterparts.  This Agreement may be executed in two or more\n               ------------                                                \ncounterparts, each of which shall be considered an original, but all of which\ntogether shall constitute the same instrument.\n\n          (g)  Captions.  The captions in this Agreement are for convenience of\n               --------                                                        \nreference only and shall not be given any effect in the interpretation of the\nAgreement.\n\n          (h)  Governing Law. This Agreement shall be governed by the law of the\n               -------------  \nState of New York, without regard to its conflict of laws principles.\n\n                                       10\n\n \n          (i)  Arbitration.  Any dispute or claim between the parties hereto\n               -----------                                                  \narising out of, or, in connection with this Agreement, shall, upon written\nrequest of either party, become a matter for arbitration, provided, however,\nExecutive acknowledges that in the event of any violation of Section 6 hereof,\nthe Company shall be entitled to obtain from any court in the State of New York,\ntemporary, preliminary or permanent injunctive relief as well as damages, which\nrights shall be in addition to any other rights or remedies to which it may be\nentitled.  The arbitration shall be before a neutral arbitrator in accordance\nwith the Commercial Arbitration Rules of the American Arbitration Association\nand take place in New York City.  Each party shall bear its own fees, costs and\ndisbursements in such proceeding.  The decision or award of the arbitrator shall\nbe final and binding upon the parties hereto.  The parties shall abide by all\nawards recorded in such arbitration proceedings, and all such awards may be\nentered and executed upon in any court having jurisdiction over the party\nagainst whom or which enforcement of such award is sought.\n\n          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                         TOMMY HILFIGER U.S.A., INC.            \n                                                                                \n                                                                                \n                                         By:     \/s\/ Joel Horowitz              \n                                            ----------------------------------- \n                                             Name:  Joel Horowitz               \n                                             Title: Chief Executive Officer     \n                                                                                \n                                                                                \n                                                 \/s\/ Joel H. Newman             \n                                         -------------------------------------- \n                                                     Joel H. Newman \n\n                                       11\n\n \n____________,                      EXHIBIT A\n\n\n\nDear XXXX:\n\n\n          This letter (\"Agreement\") sets forth our mutual agreement concerning\nyour separation from your employment with Tommy Hilfiger U.S.A., Inc., including\nits subsidiary and affiliated corporations (other than Tommy Hilfiger\nCorporation), and their respective successors, assignees, representatives,\nagents, shareholders, officers, directors and employees (the \"Company\"; provided\nthat for purposes of the following sentence and paragraphs 4, 5 and 7 hereof,\nthe \"Company\" shall be deemed to include Tommy Hilfiger Corporation).  We have\nagreed that your employment with the Company ends for all purposes effective\n_________, and as of that date, you cease to accrue any benefits that\ncustomarily accrue to the Company's active employees.\n\n     1.   Separation Payments. In consideration for your signing this Agreement,\n          -------------------                                                   \nsubject to the conditions set forth below, you will receive _________________\nwhich amount shall be payable in substantially equal semi-monthly installments;\nall less applicable deductions and withholdings required by federal, state and\nlocal law.  You agree that the Company's obligation to pay you salary\ncontinuation shall be reduced by the amount of the compensation and benefits you\nare entitled to receive from other employment (including self-employment) you\nobtain prior to _________.  You agree to notify the Company's Senior Vice\nPresident of Human Resources promptly upon your obtaining any such other\nemployment or commencing self-employment, and to provide the Company with\ncomplete information regarding your compensation therein.  You acknowledge that\nyou are not entitled to receive the items provided for in this paragraph and\nthat these items will be provided to you only if you execute this Agreement and\ndo not revoke your signature during the seven (7) day period referred to in\nparagraph 15 below.  You represent that during the term of your employment with\nthe Company you did not breach your fiduciary duty to the Company.\n\n     2.   Release. In exchange for providing you with the items described in\n          -------\nparagraph 1 above, you agree to waive any and all claims against the Company and\nrelease and discharge the Company from liability for any and all claims or\ndamages that you had, have or may have against the Company as of the date of\nyour execution of this Agreement, whether known or unknown to you, including but\nnot limited to any claims arising under any federal, state or local law, rule or\nordinance, tort, employment contract (express or implied), public policy, or any\nother obligation including any claims arising under Title VII of the Civil\nRights Act of 1964, the Age Discrimination in Employment Act of 1967, the Older\nWorkers' Benefit Protection Act, the Civil Rights Act of 1866, the Civil Rights\nAct of 1991, the Americans With Disabilities Act, the Family and Medical Leave\nAct, the Employee Retirement Income Security Act, the New York State Human\nRights Law, the New York City Human Rights Law and any other labor law, employee\nrelations, and\/or fair employment practice statute, rule or ordinance and all\nclaims for workers' compensation, wages, monetary or equitable relief, vacation,\nother employee fringe benefits, benefit plans or attorney's fees. This Agreement\nmay not be cited as, and does not constitute any admission by the Company with\nrespect to any aspect of your employment or termination therefrom. Nothing\nherein shall be deemed to release (1) Tommy Hilfiger Corporation; and (2) your\nrights to vested benefits you may have under the Company's benefits plans,\nincluding without limitation, the Company's 401(k) plan and SERP.\n\n     3.   Confidentiality and Cooperation. You agree that you will not disclose\n          -------------------------------\nor cause to be disclosed in any way the terms, contents or execution of this\nAgreement or the facts and circumstances underlying this Agreement, except in\nthe following circumstances; (1) to your immediate family provided the persons\nto whom the information is to be disclosed are informed of this paragraph and\nagree to be bound by it; (2) to your tax adviser, provided such persons agree to\nbe bound by this paragraph; (3) to\n\n                                       12\n\n \nyour legal counsel; and (4) pursuant to an order of a court or governmental\nagency of competent jurisdiction, or for the purposes of securing enforcement of\nthe provisions of this Agreement. You also agree that you will cooperate fully\nwith the Company in connection with any existing or future litigation against\nthe Company, whether administrative, civil or criminal in nature, in which and\nto the extent the Company reasonably deems your cooperation necessary. You\nfurther agree that, in the event you or anyone acting on your behalf, is served\nwith any subpoena, order, directive or other legal process involving the\nCompany, you or your attorney shall immediately notify the Company's Senior Vice\nPresident of Human Resources of such service and of the content of any testimony\nor information to be provided pursuant to such subpoena, order, directive or\nother legal process and within two (2) business days send to the Company's\nSenior Vice President of Human Resources via overnight delivery (at the\nCompany's expense) a copy of said documents served upon you.\n\n     4.   Company Property. It is understood and agreed that all books,\n          ----------------\nhandbooks, manuals, files, papers, memoranda, letters, facsimile or other\ncommunications which you have in your possession that were written, authorized,\nsigned, received or transmitted during your employment are and remain the\nproperty of the Company and, as such, are not to be removed from the Company's\noffices. In addition, you acknowledge that you have returned to the Company all\nconfidential information and property of the Company in your possession,\nincluding the automobile which the Company provided to you pursuant to Section\n3(e) of the Employment Agreement.\n\n     5.   Future Employment.  You agree that you shall not seek reinstatement to\n          -----------------                                                     \nemployment with the Company in the future.  You hereby waive any rights that may\naccrue to you and release the Company from any liability that may arise against\nthe Company because of any denial of employment, re-employment, reinstatement or\nany other remunerative relationship and to hold the Company harmless for any\ncosts or fees it incurs as a result of your breach of this paragraph.\n\n     6.   Enforceability and Severability. It is the intention of the parties\n          -------------------------------\nthat the provisions of this Agreement shall be enforced to the finest extent\npermissible under the laws and public policies of each state and jurisdiction in\nwhich such enforcement is sought, but that the unenforceability (or the\nmodification to conform with such laws or public policies) of any provisions\nhereof, shall not render unenforceable or impair the remainder of this\nAgreement. Accordingly, if any provision of this Agreement shall be determined\nto be invalid or unenforceable, either in whole or in part, this Agreement shall\nbe deemed amended to delete or modify, as necessary, the offending provisions\nand to alter the balance of this Agreement in order to render the same valid and\nenforceable to the fullest extent permissible. However, the illegality or\nunenforceability of any such provision shall have no effect on, and shall not\nimpair the enforceability of the release language set forth in paragraph 2,\nprovided that, if a court of competent jurisdiction in an action or proceeding\nto which you are a party determines that the release language set forth in\nparagraph 2 is unenforceable in any respect, you shall be required to pay to the\nCompany the value of all amounts paid and benefits provided to you by the\nCompany under this Agreement, net of taxes paid and not recoverable.\n\n     7.   Non-Disparagement. You agree not to make, or cause to be made, any\n          -----------------\nwritten or oral statements about the Company that may disparage, criticize or in\nany way injure the Company.\n\n     8.   Covenant Not to Sue.  You represent that: (a) you have not filed any\n          -------------------                                                 \nlawsuits against the Company in any court whatsoever; (b) you have not filed or\ncaused to be filed any charges or complaints against the Company with any\nmunicipal, state or federal agency charged with the enforcement of any law; and\n(c) pursuant to and as part of your release of the Company herein, to the\nfullest extent permitted by law, you shall not sue or file a charge, complaint,\ngrievance or demand for arbitration in any forum or assist or otherwise\nparticipate in any claim, arbitration, suit, action, investigation or other\nproceeding of any kind that relates to any matter that involves the Company that\noccurred up to and including the date \n\n                                       13\n\n \nof your execution of this Agreement. You agree that you will pay all costs and\nexpenses including, without limitation, attorney's fees incurred by the Company\nin defending against any such suit, charge or complaint initiated by you and you\nexpressly waive any claim to any form of monetary or other damages, or any other\nform of recovery or relief in connection with any such action, or in connection\nwith any action brought by a third party.\n\n     9.   Breach by You. You acknowledge and agree that if you breach any of\n          -------------\nyour promises in this Agreement, for example, by filing or prosecuting a lawsuit\nor charge based on claims that you have released, such conduct would cause great\ndamage and injury to the Company and that such provisions provide a material\nelement of the Company's consideration for and inducement to enter into this\nAgreement. Accordingly, it is expressly understood and agreed that if there is a\nbreach by you (1) the Company may cease providing any payments and benefits not\nalready provided hereunder; and (2) you must immediately repay to the Company\nthe value of all payments and benefits previously received by you under this\nAgreement as liquidated damages, it being agreed that the Company's monetary\ndamages in the event of such breach would be difficult to calculate and that\nthis amount represents a fair approximation of such damages. You further agree\nthat the Company may, in addition to these liquidated damages and in addition to\npursuing any other remedies that it may have in law or in equity, obtain an\ninjunction against you from any court having jurisdiction over this matter,\nrestraining any further violations of this Agreement.\n\n     10.  Agreement Not Admissible. The terms of this Agreement, including all\n          ------------------------\nfacts, circumstances, statements and documents relating thereto, shall not be\nadmissible or submitted as evidence in any litigation in any forum for any\npurpose, other than to secure enforcement of the terms and conditions of this\nAgreement.\n\n     11.  Binding Effect. This Agreement and all of the provisions hereof shall\n          --------------\nbe binding upon, and inure to the benefit of, you and the Company and your and\nthe Company's successors (including successors by merger, consolidation or\nsimilar transactions), permitted assigns, executors, administrators, personal\nrepresentatives, heirs and distributees.\n\n     12.  Headings.  The paragraph headings contained in this Agreement are for\n          --------                                                             \nconvenience of reference only and are not intended to determine, limit or\ndescribe the scope or intent of any provision of this Agreement.\n\n     13.  Entire Agreement and Applicable Law. This Agreement contains the\n          -----------------------------------\nentire understanding between you and the Company, and supersedes any and all\nprior or contemporaneous understandings and agreements, written or oral,\nincluding, but not limited to, the Employment Agreement, provided, however, that\nyou agree that Section 6 of the Employment Agreement shall survive in its\nentirety. This Agreement shall be interpreted for all purposes under the laws of\nthe State of New York, excluding its choice of laws principles, which are deemed\ninapplicable.\n\n     14.  Waiver. The failure of you or the Company to insist upon strict\n          ------\nadherence to any term of this Agreement on any occasion shall not be considered\na waiver thereof or deprive that party of the right thereafter to insist upon\nstrict adherence to that term or any other term of this Agreement.\n\n     15.  Right to Counsel, Effective Date and Amendments. Your signature below\n          -----------------------------------------------                      \nindicates that you are entering into this Agreement freely, knowingly and\nvoluntarily without duress or coercion, with a full understanding of its terms.\nYou also acknowledge that you have been given a period of 21 days to consider\nthe terms of this Agreement and that you have a period of seven days, from the\ndate you sign this Agreement, to revoke your acceptance by so notifying the\nCompany to my attention in writing by 5:00 p.m. on or before the seventh (7th)\nday after this Agreement is executed by you.  This Agreement shall \n\n                                       14\n\n \nnot become effective or enforceable until the revocation period of seven days\nhas expired. Further, you acknowledge that you have been advised by the Company\nto discuss this Agreement with an attorney of your choice and you have had ample\nopportunity to do so. This Agreement may not be changed or altered, except by a\nwriting signed by the Company and you. To accept this offer you must return this\nletter to me, signed and notarized.\n\n\nVery truly yours,\n\n\n\nAGREED AND ACCEPTED:\n\n\nBy:_________________________                  By:___________________________\n   Print:            Date                        SIGNATURE:        Date      \n\n\nOn this ___ day of ___________, before me personally came _______________, to me\nknown and known to me to be the individual described in and who executed the\nforegoing Agreement, and duly acknowledged to me that he executed the same.\n\n \n___________________\nNotary Public\n\n\nYOU MUST SIGN AND RETURN THIS AGREEMENT TO THE COMPANY NO LATER THAN 5:00 P.M.\nON THE 21\/ST\/ DAY FOLLOWING RECEIPT OF THIS DOCUMENT OR IRREVOCABLY LOSE THE\nOPPORTUNITY TO RECEIVE THE CONSIDERATION DETAILED HEREIN.  YOU RECEIVED THIS\nAGREEMENT ON ___________.\n\n                                       15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7775],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9544],"class_list":["post-39658","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39658","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39658"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39658"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39658"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39658"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}