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Exhibit 10.1
GEORGIA SHONK-SIMMONS
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this " Agreement ") is dated
as of December 20, 2006, by and between Coldwater Creek Inc.,
a Delaware corporation (the " Company "), and Georgia
Shonk-Simmons (the " Executive ").
WHEREAS, the Company desires to employ the Executive as its
President and Chief Merchandising Officer, and the Executive
desires to accept such employment, on the terms set forth
below.
Accordingly, the parties hereto agree as follows:
1. Term . The Company hereby employs the Executive, and
the Executive hereby accepts such employment for an initial term
commencing as of the date hereof and ending December 20, 2009,
unless sooner terminated in accordance with the provisions of
Section 4 or Section 5, and which shall automatically
renew for an additional one year term unless six months advance
notice is given of non-renewal (the period during which the
Executive is employed hereunder being hereinafter referred to as
the " Term ").
2. Duties . The Executive, in her capacity as President
and Chief Merchandising Officer, shall faithfully perform for the
Company the duties of said office and shall perform such other
duties of an executive, managerial or administrative nature as
shall be specified and designated from time to time by the Chief
Executive Officer or board of directors or similar governing body
of the Company (the " Board ") (including the performance of
services for, and serving on the Board of Directors of, any
subsidiary or affiliate of the Company without any additional
compensation). The Executive will be based at the Company’s
headquarters, presently located in Sandpoint, Idaho. The Executive
shall devote substantially all of the Executive’s business
time and effort to the performance of the Executive’s duties
hereunder, provided that in no event shall this sentence prohibit
the Executive from performing personal and charitable activities
and any other activities approved by the Chief Executive Officer or
the Board, so long as such activities do not materially and
adversely interfere with the Executive’s duties for the
Company.
3. Compensation .
3.1 Salary . The Company shall pay the Executive during
the Term a base salary at the rate of $600,000 per annum (the "
Annual Salary "), payable semi-monthly and subject to
regular deductions and withholdings as required by law. The Annual
Salary may be increased annually by an amount as may be approved by
the Board or the Compensation Committee of the Board of Directors
(the " Compensation Committee "), and, upon such increase,
the increased amount shall thereafter be deemed to be the Annual
Salary for purposes of this Agreement.
3.2 Bonus . The Executive will be entitled
to such bonuses as may be authorized by the Board. The
Executive’s target bonus amount, when expressed as a
percentage of Annual Salary, will be no less than the target amount
that was applicable for fiscal year 2006, provided, however, that
Executive’s Annual Bonus, if any, may be below, at, or above
the target based upon the achievement of individual and objective
Company annual performance criteria established by the Compensation
Committee.
3.3 Equity-Based Awards . The Executive may from time to
time be awarded such restricted stock units, stock options or other
equity-based awards as the Board or the Compensation Committee
determines to be appropriate.
3.4 Benefits – In General . The Executive shall be
permitted during the Term to participate in any group life,
hospitalization or disability insurance plans, health programs,
pension and profit sharing plans, supplemental executive retirement
plan and similar benefits that may be available to other senior
executives of the Company generally, on the same terms as may be
applicable to such other executives, in each case to the extent
that the Executive is eligible under the terms of such plans or
programs.
3.5 Personal Days . During the Term, the Executive shall
be entitled to the number of personal days per year as may be
prescribed from time to time pursuant to the Company’s human
resources policies.
3.6 Expenses . The Company shall pay or reimburse the
Executive for all ordinary and reasonable out-of-pocket expenses
actually incurred (and, in the case of reimbursement, paid) by the
Executive during the Term in the performance of the
Executive’s services under this Agreement, provided that the
Executive submits such expenses in accordance with the policies
applicable to senior executives of the Company generally.
4. Termination upon Death or Disability . If the
Executive dies during the Term, the obligations of the Company to
or with respect to the Executive shall terminate in their entirety
except as otherwise provided under this Section 4. If the
Executive becomes eligible for disability benefits under the
Company’s long-term disability plans and arrangements (or, if
none apply, would have been so eligible under the most recent plan
or arrangement), the Company shall have the right, to the extent
permitted by law, to terminate the employment of the Executive upon
notice in writing to the Executive and such termination in and of
itself shall not be, nor shall it be deemed to be, a breach of this
Agreement; provided, that, the Company will have no right to
terminate the Executive’s employment if, in the opinion of a
qualified physician reasonably acceptable to the Company, it is
reasonably certain that the Executive will be able to resume the
Executive’s duties on a regular full-time basis within 90
days of the date the Executive receives notice of such
termination.
Upon death of the Executive or upon termination of the
Executive’s employment by virtue of disability the Executive
(or the Executive’s estate or beneficiaries in the case of
the death of the Executive) shall have no right to receive any
compensation or benefit under this Agreement on and after the
Effective Date of the Termination (as defined below in this
Section
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4) other than the Annual Salary earned and
accrued under this Agreement prior to the Effective Date of the
Termination, a pro-rata bonus for the year of termination based on
the target and portion of year completed, and other benefits,
including payment for accrued but unused vacation, earned and
accrued under this Agreement prior to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses
incurred but not paid prior to the Effective Date of the
Termination). In the event of termination by virtue of disability,
in addition to the foregoing, the Executive will also be entitled
to monthly cash payments equal to one twelfth (1/12th) of the
Executive’s Annual Salary in effect on the day of termination
for a period of eighteen (18) months. This Agreement shall
otherwise terminate upon the Effective Date of the Termination and
there shall be no further rights with respect to the Executive
hereunder (except as provided in Section 7.13). For purposes
of this Section 4, the " Effective Date of the
Termination " shall mean the date of death or the date on which
a notice of termination by virtue of disability is given by the
Company or any later date set forth in such notice of
termination.
For the avoidance of doubt, the Executive acknowledges and
agrees that the payments set forth in this Section 4
constitute liquidated damages for termination of her employment
during the Term upon her death or by virtue of her disability.
5. Other Terminations of Employment .
Notwithstanding the foregoing, if there exists (without regard
to this sentence) an event or condition that constitutes Cause
under clause (iii), (iv), (v) or (vi) above, the
Executive shall have 30 days from the date written notice is given
by the Company of such event or condition to cure such event or
condition and, if the Executive does so, such event or condition
shall not constitute Cause hereunder.
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(b) For purposes of this Agreement, " Good
Reason " shall mean, unless otherwise consented to by the
Executive:
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(i) the material reduction of the Executive’s authority,
duties and responsibilities, or the assignment to the Executive of
duties materially and adversely inconsistent with the
Executive’s position or positions with the Company and its
subsidiaries;
(ii) a reduction in Annual Salary of the Executive except in
connection with a reduction in compensation generally applicable to
senior management employees of the Company;
(iii) a requirement by the Company that the Executive’s
work location be moved more than 50 miles from the Company’s
principal place of business in Sandpoint, Idaho; or
(iv) the Company’s material and willful breach of this
Agreement.
Notwithstanding the foregoing, if there exists (without regard
to this sentence) an event or condition that constitutes Good
Reason, the Company shall have 30 days from the date on which the
Executive gives the written notice thereof to cure such event or
condition and, if the Company does so, such event or condition
shall not constitute Good Reason hereunder. Further, an event or
condition shall cease to constitute Good Reason one (1) year
after the event or condition first occurs. In addition, for a
period of 30 days commencing on the first anniversary of the Change
in Control, a Change in Control shall constitute Good Reason, and
in the event Executive terminates employment, it will be deemed to
have occurred within 12 months of a Change in Control for purposes
of Section 5.2.
(c) The Company may terminate the Executive’s employment
for Cause and such termination in and of itself shall not be, nor
shall it be deemed to be, a breach of this Agreement. If the
Company terminates the Executive for Cause, (i) the Executive
shall have no right to receive any compensation or benefit under
this Agreement on and after the Effective Date of the Termination
(as defined below in this Section 5.1(c)) other than Annual
Salary and other benefits, including payment for accrued but unused
vacation (but excluding any bonuses) earned and accrued under this
Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for expenses incurred but not
paid prior to the Effective Date of the Termination), (ii) the
provisions of Section 5.3 shall apply and (iii) this
Agreement shall otherwise terminate upon the Effective Date of the
Termination and the Executive shall have no further rights
hereunder (except as provided in Section 7.13). For purposes
of this Section 5.1(c), the " Effective Date of the
Termination " shall mean the date on which a notice of
termination is given by the Company or any later date set forth in
such notice of termination.
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(d) The Executive may terminate her employment
without Good Reason. If the Executive terminates the
Executive’s employment with the Company without Good Reason:
(i) the Executive shall have no right to receive any
compensation or benefit under this Agreement on and after the
Effective Date of the Termination (as defined below in this
Section 5.1(d)) other than Annual Salary and other benefits,
including payment for accrued but unused vacation (but excluding
any bonuses) earned and accrued under this Agreement prior to the
Effective Date of the Termination (and reimbursement under this
Agreement for expenses incurred but not paid prior to the Effective
Date of the Termination), (ii) the provisions of
Section 5.3 shall apply and (iii) this Agreement shall
otherwise terminate upon the Effective Date of the Termination and
the Executive shall have no further rights hereunder (except as
provided in Section 7.13). For purposes of this
Section 5.1(d), the " Effective Date of the Termination
" shall mean the date on which a notice of termination is given by
the Executive or any later date set forth in such notice of
termination.
(e) In the event the Executive or the Company elects not to
renew this Agreement pursuant to Section 1 above, (i) the
Executive shall have no right to receive any compensation or
benefit under this Agreement on and after the Effective Date of the
Termination (as defined below in this Section 5.1(e)) other than
Annual Salary earned and accrued under this Agreement prior to the
Effective Date of the Termination, any bonus for any prior years
not yet paid, any bonus earned with respect to the calendar year in
which the Effective Date of Termination occurred, and other
benefits, including payment for accrued
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