Exhibit No. 10
CONFIDENTIAL TREATMENT REQUESTED
“SUPER-BONUS” PLAN
AGREEMENT
This “Super-Bonus” Plan
Agreement made as of the 1 st day of June, 2006, between
United Retail Incorporated , a Delaware corporation, with
principal offices at 365 West Passaic Street, Rochelle Park, New
Jersey 07662-6563 (the “Company”) and Ellen
Demaio, residing at 6050 Boulevard East, West New York, New
Jersey 07093 (the “Executive”)
WHEREAS, the Executive is a Senior
Vice President of the Company; and
WHEREAS, the Executive desires to
continue to provide such services to the Company; and
WHEREAS, the parties desire to
provide the opportunity for the Executive to earn a one-time bonus
for superior performance.
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:
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(a)
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Operating Income shall mean the consolidated operating income of
United Retail Group, Inc. and its subsidiaries determined in
accordance with generally accepted accounting principles and
audited by independent auditors.
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(b)
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Protected Information shall mean designs, 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
tangible or intangible, 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,
computer programs, models, 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(b).
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(c)
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Sales shall mean the consolidated net sales of United
Retail Group, Inc. and its subsidiaries determined in accordance
with generally accepted accounting principles and audited by
independent auditors.
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(d)
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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 legal
duty.
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2. 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.
CONFIDENTIAL TREATMENT
REQUESTED
3. Initial Bonus Compensation
. The Executive shall be paid a cash
bonus in the amount of $666,666.67 (the “Initial Bonus
Amount”), subject to strict satisfaction of all the following
conditions:
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(i)
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during any fiscal year prior to January 31,
2010, Operating Income shall be at least $**** million;
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(ii)
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in the Fiscal Year immediately following the
Fiscal Year referred to in clause (i) above, Operating Income shall
increase to at least $**** million and Sales shall be at least
****% higher;
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(iii)
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at all times during such two Fiscal Years and
for three months thereafter the Executive shall have been employed
by the Company and shall have been either at work, on vacation or
receiving temporary disability benefits for a condition other than
Permanent Disability (“Employed”);
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(iv)
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United Retail Group, Inc. shall not have made
corporate acquisitions after the date of this Agreement for total
consideration in excess of $50 million; and
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(v)
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United Retail Group, Inc. shall not have merged
or consolidated with another corporation.
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The Initial Bonus Amount shall be
payable in three equal installments, without interest: one-third
three months after the end of the second Fiscal Year, one-third on
the first anniversary of the end of the second Fiscal Year and
one-third on the second anniversary of the end of the second Fiscal
Year, provided, however, that the second and third installments
shall be payable only if at all times prior to the anniversary date
in question the Executive shall have been Employed (there shall be
no proration of the second or third installment of the Initial
Bonus Amount in the event that the Executive shall be Employed for
only a portion of the year prece
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