Exhibit 10.15
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is made and entered into as of 8th day of
February, 2006 between Cache, Inc., a Florida
corporation, having its principal place of business at 1460
Broadway, New York, New York 10036 (“Cache” or the
“Company”) and Brian P. Woolf, an individual residing
at 222 Weston Road, Weston, Connecticut 06883 (“Woolf”
or “Executive”).
WHEREAS, the Company wishes to continue the employment of
Woolf as Chief Executive Officer and Woolf wishes to continue such
employment on the terms and conditions set forth herein.
NOW, THEREFORE
, in consideration of the mutual
covenants and promises contained herein, the parties hereto each
intending to be legally bound, agree as follows:
1.0
Employment
Cache hereby employs Woolf as Chief
Executive Officer and Woolf hereby accepts such employment. This
Agreement shall commence on February 8, 2006 for a term of 3
years expiring on February 7, 2009 (the “Expiration
Date”), subject to termination as hereinafter
provided.
2.0
Duties and
Responsibilities
2.1
During Executive’s employment,
Executive shall perform all duties and accept all
responsibilities as may be assigned from time to time by the
Board of Directors of Cache (the “Board”) and that are
consistent with the duties and responsibilities of a Chief
Executive Officer.
2.2
Executive agrees that he will
diligently devote his entire business skill, time and effort to the
performance of his duties on behalf of Cache. Executive agrees that
he will not, alone or as a member of a partnership or as an
officer, director, employee or agent of any other person, firm or
business organization, engage in any other business activities or
pursuits requiring his personal services that might conflict with
his duties hereunder.
2.3
Executive represents and warrants
that he is not subject or party to any employment agreement,
non-competition covenant, non-disclosure agreement or other
agreement, covenant, understanding or restriction that would
prohibit Executive from executing this Agreement and performing
fully his duties and responsibilities hereunder, or which would in
any manner, directly or indirectly, limit or affect the duties and
responsibilities which may now or in the future be assigned to
Executive by Cache.
2.4
Executive agrees that at all times
he will strictly adhere to and perform all his duties in
accordance with applicable laws, rules and regulations, and in
accordance with policies and procedures of Cache that are in effect
from time to time.
3.0
Compensation and
Benefits
3.1
Salary. During the initial year of
Executive’s employment under this Agreement (February 8,
2006 through February 7, 2007), Cache shall pay Executive an
annual base salary of
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$725,000 less withholdings and other applicable
payroll deductions as required by law, payable in equal
installments at such times as Cache customarily pays its other
senior executive officers (but in no event less often than
monthly). For each fiscal year during the term of this Agreement
that Cache achieves a 5 percent increase in pre-tax profit greater
than its 2005 (the “Base Year”) pre-tax profit,
Executive will receive an increase in his annual base salary of
$75,000. For instance, if Cache’s pre-tax profits for 2006
equal or exceed Cache’s pre-tax profits for the Base Year,
then during the second year of Executive’s employment under
this Agreement (February 8, 2007 through February 7,
2008) Executive shall earn a $75,000 salary increase and shall
receive an annual base salary of $800,000, less withholdings and
other applicable payroll deductions as required by law. If during
any fiscal year during the term of this Agreement Cache fails to
achieve a pre-tax profit equal to or greater than the Base Year
pre-tax profit, then Executive shall not receive a salary increase
for the corresponding year of Executive’s employment under
this Agreement.
Any compensation increase pursuant
to this Section 3.1 shall become a permanent part of
Executive’s annual base salary.
3.2
Benefits. Executive will be eligible to
receive the health care and other benefits that Cache makes
available to its senior executive officers including term life
insurance equal to three times the Executive’s annual salary,
provided that Executive meets the eligibility requirements for such
plans or programs. In addition, Executive will continue to
participate in the Executive Committee Bonus Plan and in
Cache’s Stock Option Plan, under the terms of those Plans,
and nothing in this Agreement is intended to modify or discontinue
Executive’s participation in either Plan.
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3.3
Business Expenses.
Executive shall be
reimbursed for the reasonable business expenses incurred on
Cache’s behalf in connection with the performance of his
services hereunder upon presentation of an itemized account and
written proof of such expenses, in accordance with the policies
established by Cache.
3.4
Discretionary Bonus
. The Executive shall be
entitled to such performance based bonuses as the Board
may from time to time determine in its discretion.
4.0
Termination Without
Compensation
4.1
Mutual Agreement
. Executive’s
employment, and the parties’ respective obligations
hereunder, may be terminated by mutual written agreement, with
at least 30 days prior written notice of the termination date
agreed to by the parties.
4.2
Resignation
. Executive
may submit his written resignation at least 60 days prior to a
specified termination date.
4.3
Partial/Total
Disability . If Executive is unable to
perform his duties and responsibilities to the full extent
required hereunder, either with or without reasonable
accommodation, by reason of physical or psychiatric illness, injury
or incapacity for six (6) continuous months or nine
(9) months in a twelve (12) month period, Cache
may terminate Executive’s employment by written notice
of the termination date and Cache shall have no further liability
or obligation to Executive hereunder, except for any unpaid salary
and benefits accrued to the date of termination. During any period
of disability, Executive will receive his salary in effect at the
time of disability, less any amounts received as disability
benefits through
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any applicable disability program, Cache benefit
plan or the Social Security Administration. In the event of any
dispute under this Section 4.3, Executive shall submit to a
physical and/or psychiatric examination by a licensed physician
mutually satisfactory to Cache and the Executive. The cost of such
examination will be paid by Cache and the findings of such
physician shall be determinative.
4.4
Death . If Executive dies, this Agreement
shall terminate and thereafter Cache shall not have any further
liability or obligation to Executive, his executors,
administrators, heirs, assigns or any other person claiming under
or through him, except for unpaid salary and benefits accrued to
the date of his death.
4.5
Cause . Cache may terminate
Executive’s employment for “cause” by giving
Executive 30 days’ notice of the termination date and
thereafter Cache shall have no further liability or obligation to
Executive. For purposes of this Agreement, “cause”
shall mean (a) Executive’s conviction, guilty plea or
plea of nolo contendere with respect to (i) any felony or
(ii) any misdemeanor involving fraud, theft, dishonesty,
wrongful taking of property, embezzlement, bribery, forgery or
extortion; (b) Executive’s failure (other than by reason
of illness, injury or incapacity) to perform or fulfill any of
Executive’s material duties, responsibilities or obligations;
(c) material neglect of Cache’s business by Executive
(other than by reason of illness, injury or incapacity);
(d) Executive’s habitual insobriety or substance abuse;
or (e) misappropriation of funds by Executive.
4.6
In the event that Executive’s
employment is terminated for any of the reasons set forth in this
Section 4, Cache will have no further liability or obligation
to Executive, except for any unpaid salary or benefits accrued as
of the date of termination.
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5.0
Termination With
Compensation
5.1
At any time prior to a “Change
of Ownership or Control” of Cache (as defined herein), Cache
shall have the right to terminate Executive’s employment at
any time without cause by giving Executive 30 days’ notice of
the termination date. In the event that Executive’s
employment is terminated pursuant to this Section 5.1, Cache
shall continue to pay Executive the salary then in effect for the
balance of the term of this Agreement, less withholdings and other
applicable payroll deductions as required by law, in accordance
with Cache’s normal pay cycle. However, Executive shall not
be entitled to any compensation under this Section 5.1 unless
Executive executes and delivers to Cache after notice of
termination a general release acceptable to Cache by which
Executive releases Cache from any obligations and liabilities of
any type whatsoever, except for Cache’s obligation to provide
the salary specified herein. The pa
