Exhibit 10.71
THE TALBOTS, INC.
CHANGE IN CONTROL AGREEMENT
Lori
Wagner
Executive Vice President/Chief Marketing Officer, Talbots Brand
c/o The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
Dear
Lori:
This agreement (the
“Agreement”) reflects our mutual understanding
regarding payments to be made to, and benefits to be received by,
you in the event your employment with The Talbots, Inc., a Delaware
corporation (including its subsidiaries, the
“Company”), is terminated by the Company within twelve
(12) months following a Change in Control. This Agreement
shall become effective on your employment commencement date. The
capitalized termed used in this Agreement that are not otherwise
defined herein shall have the meanings given to such terms in
Appendix A hereto, incorporated herein by this
reference and hereby made a part hereof.
1. Termination after Change In
Control . In the event that the Company terminates your
employment Without Cause within twelve (12) months after the
occurrence of a Change in Control, then the following shall
occur:
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(a) |
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The Company shall pay to you on the effective date of such
termination: (i) salary for services rendered up to and including
the date of termination, (ii) any and all compensation to
which you may be entitled as of the date of termination pursuant to
The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the
“Plan”) or any other compensation or benefit plan to
the extent permitted by such plans, and (iii) reimbursement
for outstanding ordinary and reasonable expenses incurred by you in
connection with the performance of your duties for the Company up
to and including the date on which your employment is
terminated; |
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(b) |
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The Company shall pay to you, within thirty (30) days
after the effective date of such termination, an amount of
severance pay equal to one times the sum of: |
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(i) |
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your annual base salary at the rate in effect on the date of
such termination, and |
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(ii) |
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your “target” annual cash incentive bonus as then
established for you and determined in accordance with the
applicable annual cash incentive bonus arrangement in place from
time to time (provided that the target annual cash incentive bonus
shall be no less than 50% of your annual base salary). |
You shall continue to participate, on
the same terms and conditions, in any benefit programs of the
Company in which you participated immediately prior to such
termination (including, without limitation, as applicable, any
disability insurance benefit program, any medical insurance
program, and dental insurance program, and any life insurance
program) from time of such termination until the earlier of:
(i) the end of the one (1) year period beginning from the
effective date of the termination of your employment, or
(ii) such time as you are eligible to be covered by a
comparable program of a subsequent employer. You hereby agree to
notify the Company promptly if and when you begin employment with
another employer and if and when you become eligible to participate
in any pension or other benefit plans, programs or arrangements of
another employer.
2. Assignment . None of the
parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder.
This Agreement and all of the provisions hereof shall be binding
upon, and inure to the benefit of, the parties hereto, and their
successors (including successors by merger, consolidation or
similar transactions), permitted assigns, executors,
administrators, personal representatives, heirs and
distributees.
3. Miscellaneous .
(a) Entire Agreement .
This Agreement contains the entire understanding between and among
the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understandings and
agreements, written or oral, between us respecting such subject
matter; provided however , that this Agreement shall not be
construed to impair or otherwise adversely affect the gran
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