Exhibit No. 10.9
BONUS AGREEMENT
Agreement made as of the 22
nd day of August, 2005, between UNITED RETAIL
INCORPORATED, a Delaware corporation, with principal offices at 365
West Passaic Street, Rochelle Park, New Jersey 07662-6563 (the
“Company”) and ROSE PANICALI residing at 3 Colts Run,
Marlboro, New Jersey 07746 (the
“Executive”).
WHEREAS, the Executive has been
hired by the Company as its Vice President/GMM-AVENUE BODY®;
and
WHEREAS, the Company desires to
give the Executive an incentive to increase sales of body
merchandise, on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and obligations hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Definitions.
“Body Merchandise”
shall mean merchandise sold by the Company for the following
departments: sleepwear, hosiery, panties, bras and
shapewear.
“Margin Dollars”
shall mean selling margin dollars (margin dollars without vendor
allowance) per average store from sales in any period of two
consecutive six-month seasons (a “Measuring Period”) of
Body Merchandise determined by the Chief Financial Officer of the
Company, whose determination shall be final and binding on the
Executive and the Company.
“Protected
Information” shall mean trade secrets, confidential or
proprietary information, and all other knowledge, know-how,
information, documents or materials, owned or developed by the
Company, or otherwise in the possession of the Company, whether in
tangible or intangible form, pertaining to the business of the
Company, the Confidentiality of which the Company takes reasonable
measures to protect, including, but not limited to, the
Company’s research and development operations, identities and
habits of customers and prospective customers, suppliers, business
relationships, products (including prices, costs, sales or
content), processes, techniques, contracts, financial information
or measures, business methods, future business plans, data bases,
operating procedures, knowledge of the organization, and other
information owned, developed or possessed by the Company; provided,
however, that Protected Information shall not include information
that shall become generally known to the public or the trade
without violation of Section 5.
“Term” shall mean the
period ending on August 1, 2010.
“Unauthorized” shall
mean: (i) in contravention of the Company’s policies or
procedures; (ii) otherwise inconsistent with the Company’s
measures to protect its interests in its Protected Information; or
(iii) in contravention of any duty existing under law or
contract.
|
2.
|
Representation, Warranty and
Covenant of Execut ive.
The Executive represents, warrants and covenants to the Company
that she is not and will not become a party to any agreement,
contract or understanding, whether employment or otherwise, which
would in any way restrict or prohibit her from undertaking or
performing her employment.
|
|
3.
|
Representation, Warranty and
Covenant of the Company .
The Company represents and warrants that this Agreement constitutes
a valid and legally binding obligation of the Company enforceable
in accordance with the terms herein set forth, except to the extent
that the enforceability of this Agreement may be affected by
bankruptcy, insolvency, reorganization, moratorium, or similar laws
or equitable principles affecting creditors’ rights
generally.
|
|
4.
|
Super Bonus
Compensation .
|
-
Subject to the provisions of
paragraph (b) below and in addition to bonus payments that may
otherwise be earned pursuant to the Incentive Compensation Program
as in effect from time to time, the Executive shall be paid the
following cash bonuses, subject to strict satisfaction of the
following conditions:
|
|
|
|
|
|
(i)
|
if Margin
Dollars during a relevant Measuring Period before the end of the
Term exceed:
|
|
|
|
|
|
|
|
|
(A)
|
$80,000, then
the Executive shall be paid a one-time bonus of
$100,000;
|
|
|
|
|
|
|
|
|
(B)
|
$100,000, then
the Executive shall be paid an additional one-time bonus of
$100,000; and
|
|
|
|
|
|
|
|
|
(C)
|
$120,000, then
the Executive shall be paid a third one-time bonus of $100,000 (the
maximum total of all bonuses combined being $300,000);
|
|
|
|
|
|
|
(ii)
|
at all times
from the date of this
|
