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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of
February 11, 2008 between CASUAL MALE RETAIL GROUP, INC., a
Delaware corporation with an office at 555 Turnpike Street, Canton,
Massachusetts, 02021 (the "Company" which term includes any
affiliates and subsidiaries), and Ronald Threadgill (the
"Executive") having an address at 12505 Maverick Court, Tampa, FL
33626.
WITNESSETH:
WHEREAS, the Company desires that Executive serve as Vice
President, Global Sourcing, and Executive desires to be so employed
by the Company.
WHEREAS, Executive and the Company desire to set forth in
writing the terms and conditions of the Executive’s
employment with the Company from the date hereof.
NOW, THEREFORE, in consideration of the promises and the mutual
promises, representations and covenants herein contained, the
parties hereto agree as follows:
The Company hereby employs Executive and
Executive hereby accepts such employment, subject to the terms and
conditions herein set forth. Executive shall hold the office of
Vice President, Global Sourcing.
The term of employment under this Agreement shall
begin on the date set forth above (the "Effective Date") and shall
continue until terminated by either party as hereinafter set forth
(such period of employment being referred to herein as the "Term"),
subject to prior termination in accordance with the terms
hereof.
(a) As compensation for the employment services
to be rendered by Executive hereunder, the Company agrees to pay to
Executive, and Executive agrees to accept, payable in equal
bi-weekly installments in accordance with Company practice, an
annual base salary of One Hundred Ninety-Five Thousand Dollars and
00/100 Cents ($195,000.00).
(b) In addition to the annual base salary, Executive is eligible
to participate in the Company’s Annual Incentive Plan. Such
incentive shall be determined and payable in accordance with the
Company’s incentive program in effect at the time, subject to
change from year to year in the Company’s sole discretion.
Executive will participate in the Company’s incentive program
at a rate of 35% (52.5% max) of Executive’s actual annual
base earnings based upon the Executive’s individual
performance component and/or the Company’s targeted EBITDA.
The actual award under the incentive program, if any, may be more
or less than the target and will be based on Executive’s
performance and the performance of the Company and payment will be
made in accordance with the terms of the incentive program then in
effect.
(c) In addition, Executive is eligible to
participate in the Company’s Long Term Incentive Plan
("LTIP"). Such incentive shall be determined and distributable in
accordance with the terms and conditions as described in the LTIP
documents in effect at the time of the award, subject to change
from year to year in the Company’s sole discretion. Executive
will participate in the Company’s LTIP at an incentive rate
of 70%, of Executive’s combined actual annual base salary,
for the incentive period, based upon the Company’s targeted
performance as defined in the LTIP documents in effect at the time
of the award.
The Company shall pay or reimburse Executive, in
accordance with the Company’s policies and procedures and
upon presentment of suitable vouchers, for all reasonable business
and travel expenses, which may be incurred or paid by Executive in
connection with his employment hereunder. Executive shall comply
with such restrictions and shall keep such records as the Company
may reasonably deem necessary to meet the requirements of the
Internal Revenue Code of 1986, as amended from time to time, and
regulations promulgated thereunder.
(a) Executive shall be entitled to such vacations
and to participate in and receive any other benefits customarily
provided by the Company to its management (including any profit
sharing, pension, 401(k), short and long-term disability insurance,
medical and dental insurance and group life insurance plans in
accordance with the terms of such plans), all as determined from
time to time by the Compensation Committee of the Board of
Directors in its discretion.
(b) The Company will, during the term of Executive’s
employment hereunder, provide Executive with an automobile
allowance in the total amount of Seven Thousand Two Hundred Dollars
and 00/100 Cents ($7,200.00) annually, in equal bi-weekly payments
in accordance with the Company’s normal payroll practices.
Executive shall pay and be responsible for all insurance, repairs
and maintenance costs associated with operating the automobile.
Executive is responsible for his gasoline, unless the gasoline
expense is reimbursable under the Company’s policies and
procedures.
(c) Executive will be eligible to participate in the
Company’s annual performance appraisal process.
(a) Executive shall perform such duties and
functions consistent with his position as Vice President, Global
Sourcing and/or as the Company shall from time to time determine
and Executive shall comply in the performance of his duties with
the policies of, and be subject to the direction of the
Company.
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(b) During the Term of this Agreement, Executive
shall devote substantially all of his time and attention, vacation
time and absences for sickness excepted, to the business of the
Company, as necessary to fulfill his duties. Executive shall
perform the duties assigned to him with fidelity and to the best of
his ability. Notwithstanding anything herein to the contrary, and
subject to the foregoing, Executive shall not be prevented from
accepting positions in outside charitable organizations so long as
such activities do not interfere with Executive’s performance
of his duties hereunder and do not violate Section 9
hereof.
(c) The principal location at which the Executive shall perform
his duties hereunder shall be at the Company’s offices in
Canton, Massachusetts or at such other location as may be
temporarily designated from time to time by the Company.
Notwithstanding the foregoing, Executive shall perform such
services at such other locations as may be required for the proper
performance of his duties hereunder, and Executive recognizes that
such duties may involve travel.
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7.
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TERMINATION OF EMPLOYMENT; EFFECT
OF TERMINATION
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(a) Executive’s employment hereunder may be
terminated by the Company at any time:
(i) upon the determination that Executive’s performance of
his duties has not been fully satisfactory for any reason which
would not constitute justifiable cause (as hereinafter defined) or
for other business reasons necessitating termination which do not
constitute justifiable cause, in either case upon thirty
(30) days’ prior written notice to Executive; or
(ii) upon the determination that there is justifiable cause (as
hereinafter defined) for such termination.
(b) Executive’s employment shall terminate upon:
(i) the death of Executive;
(ii) the "total disability" of Executive (as hereinafter defined
in Subsection (c) herein) pursuant to Subsection (h) hereof;
or
(iii) Executive’s resignation of employment.
(c) For the purposes of this Agreement, the term "total
disability" shall mean Executive is physically or mentally
incapacitated so as to render Executive incapable of performing the
essentials of Executive’s job, even with reasonable
accommodation, as reasonably determined by the Company, which
determination shall be final and binding.
(d) For the purposes hereof, the term "justifiable cause" shall
mean: any failure or refusal to perform any of the duties pursuant
to this Agreement or any breach of this Agreement by the Executive;
Executive’s breach of any material written policies, rules or
regulations which have been adopted by the Company;
Executive’s repeated failure to perform his duties in a
satisfactory manner; Executive’s performance of any act or
his failure to act, as to which if
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Executive were prosecuted and convicted, a crime
or offense involving money or property of the Company or its
subsidiaries or affiliates, or a crime or offense constituting a
felony in the jurisdiction involved, would have occurred; any
unauthorized disclosure by Executive to any person, firm or
corporation of any confidential information or trade secret of the
Company or any of its subsidiaries or affiliates; any attempt by
Executive to secure any personal profit in connection with the
business of the Company or any of its subsidiaries and affiliates;
or the engaging by Executive in any business other than the
business of the Company and its subsidiaries and affiliates which
interferes with the performance of his duties hereunder. Upon
termination of Executive’s employment for justifiable cause,
this Agreement shall terminate immediately and Executive shall not
be entitled to any amounts or benefits hereunder other than such
portion of Executive’s annual base salary and reimbursement
of expenses pursuant to Section 5 hereof as have been accrued
through the date of his termination of employment.
(e) If the Company terminates this Agreement without
"justifiable cause" as provided in Subsection 7 (a)(i) the Company
shall pay Executive his then current base salary for five months
after the effectiveness of such termination, payable in equal
payments in accordance with the Company’s customary payroll
practices. However, if Executive is employed or retained, as an
employee, independent contractor, consultant or in any other
capacity or if he is offered another position by the Company at a
comparable salary ("New Employment") prior to or during the time he
receives payment under this Subsection or Subsection 3 (b), the
Company is entitled to a credit for all sums paid or earned by
Executive during this period of time or which he could have earned
had he accepted the comparable position by the Company. The
Executive must make a good faith effort to find New Employment and
mitigate the amount of money to be paid by the Company to Executive
under this Subsection or Subsection 3(b). Executive also agrees to
immediately notify the Company if and when he is offered another
position and/or accepts another position. The Company will pay any
amount due and owing in accordance with the payment schedule in
3(a), until paid in full. Any payment pursuant to this paragraph
7(e) is contingent upon Executive’s execution of a general
release and separation agreement in a form acceptable to the
Company and will be in lieu of payments to which Executive might
have been entitled under any other severance plan of the
Company.
(f) If Executive shall die during the term of his employment
hereunder, this Agreement shall terminate immediately. In such
event, the estate of Executive shall thereupon be entitled to
receive such portion of Executive’s base annual salary and
reimbursement of expenses pursuant to Section 4 as have been
accrued through the date of his death.
(g) Upon Executive’s "total disability", the Company shall
have the right to terminate Executive’s employment. Any
termination pursuant to this Subsection (g) shall be effective
on the earlier of (i) the date 30 days after which Executive
shall have received written notice of the Company’s election
to terminate or (ii) the date he begins to receive long-term
disability insurance benefits under the policy provided by the
Company pursuant to Section 5 hereof.
(h) Upon the resignation of Executive in any capacity, that
resignation will be deemed to be a resignation from all offices and
positions that Executive holds with respect to the Company and any
of its subsidiaries
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