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EXHIBIT 10.27
EMPLOYMENT SEPARATION AGREEMENT
This Agreement ("Agreement") is made by and between CAROLE
KERNER
("Employee") and ABERCROMBIE
& FITCH CO., a Delaware corporation (the "Company")
(hereinafter collectively
"the parties").
NOW, THEREFORE, in exchange for and in consideration of
the
following mutual covenants
and promises, the undersigned parties, intending to
be legally bound, hereby
agree as follows:
1. Resignation from Employment. Employee intends to resign from,
and
thereby terminate, her
employment with the Company effective October 29, 2004
("Resignation Date"). On the
Resignation Date, Employee's employment with the
Company and all further
compensation, remuneration, bonuses, and eligibility of
Employee under Company
benefit plans shall terminate, and Employee shall not be
entitled to receive any
further payments or benefits of any kind from the
Company except as otherwise
provided in this Agreement or by applicable law.
2. Payment of accrued but unused Vacation. The Company agrees to
pay
to Employee an amount equal
to three (3) weeks of her current base salary for
vacation time earned but not
used prior to the Resignation Date. Payment will be
made within ten (10) days of
receipt by the Company of the signed original of
this Agreement.
3. Management IC Bonus Payment. The Company agrees to pay
the
Employee a pro-rated share of
her projected IC Bonus payout (at target) for the
current bonus period
(8/1/2004 - 1/31/2005). The pro-rated payment will be
$99,000 (less applicable
taxes) and reflects payment for three months of the
current six month bonus
period. Payment will be made within ten (10) days of
receipt by the Company of the
signed original of this Agreement.
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4. Cost of
Moving Personal Goods. In addition to the payments under
Paragraphs 2 and 3, the
Company shall also pay to Employee an amount of
$15,593.04, which is the full
cost of moving the Employee's personal belongings
back to her residence in New
York as evidenced by receipts provided by Employee.
Payment will be made within
ten (10) days of receipt by the Company of the
signed original of this
Agreement.
5.
Employee Covenants.
(a) Non-Solicitation. During the No-Raid Period
described
below, the Employee shall
not, either directly or indirectly, alone, or in
conjunction with another
party, intentionally harm, or intentionally attempt to
harm, the relationship of the
Company, its subsidiaries and/or affiliates (1),
with any person who is an
employee, customer or supplier of the Company, its
subsidiaries and/or
affiliates (1) or otherwise has a business relationship
with
the Company, its subsidiaries
and/or affiliates (1). This paragraph shall not
prohibit Employee, in the
normal course of Employee's business or future
employment, from doing
business with, or entering into a contractual
relationship with, any
customer or supplier of the Company, or any individual
or
entity (other than an
individual currently employed by the Company, its
subsidiaries and/or
affiliates (1), as set forth below) who otherwise has a
business relationship with
the Company.
During the "No-Raid Period" Employee shall not hire, solicit
for
hire, aid in the hire, or
cause to be hired, either as an employee or
contractor, any person who is
currently employed by the Company, its
subsidiaries and/or
affiliates (1).
The "No-Raid Period" means the one year period following
the
Resignation Date.
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(1) Subsidiaries and/or
affliates, as used in this Agreement, are those
entities
contained in Exhibit A hereto.
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(b) Unauthorized Disclosure. The Employee shall not, during
her
employment with the Company
and thereafter, make any Unauthorized Disclosure.
For purposes of this
Agreement, "Unauthorized Disclosure" shall mean
disclosure
by the Employee without the
prior written consent of the Company to any person,
other than an employee of the
Company, or as may be legally required, of any
confidential information with
respect to any of the Company's customers,
products, methods of
distribution, strategies, business and marketing plans,
business policies and
practices, litigation strategies or defenses, and plans
for new business concepts;
provided, however, that such term shall not include
the use or disclosure by the
Employee, without consent, of any information known
generally to the public
(other than as a result of disclosure by the Employee in
violation of this Paragraph
5(b)). This confidentiality covenant has no
temporal, geographical or
territorial restriction.
(c) Cooperation, Non-Disparagement, and Indemnity. The
Employee
shall not state or otherwise
publish anything about the Company or its officers
which would adversely affect
the reputation, image or business relationships and
goodwill of the Company in
its market and community at large. Employee shall
fully cooperate with the
Company in defense of legal claims asserted against the
Company and other matters
requiring the testimony or input and knowledge of
Employee, and the Company
agrees to reimburse Employee at a flat rate of $350
per hour in addition to
reasonable expenses incurred as a result thereof.
Employee agrees that she will
not speak or communicate with any party or
representative of any party,
who is known to Employee to be either adverse to
the Company in litigation or
administrative proceedings or to have threatened to
commence litigation or
administrative proceedings against the Company, with
respect to the pending or
threatened legal action, unless given express
permission to do so by
the
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Company, or is otherwise
compelled by law to do so, and then only after advance
notice to the
Company.
(d) Remedies. The Employee agrees that any breach of the terms
of
this Paragraph 5(b)-(c) of
this Agreement would result in irreparable injury and
damage to the Company for
which the Company would have no adequate remedy at
law. The Employee therefore
also agrees that in the event of Employee violating
Paragraph 5(b)-(c) of this
Agreement, the Company shall be entitled to an
immediate injunction and
restraining order to prevent breach and/or threatened
breach and/or continued
breach by the Employee and/or any and all persons and/or
entities acting for and/or
with the Employee, of said Paragraph 5, without
having to prove damages, in
addition to any other remedies to which the Company
may be entitled at law or in
equity. The terms of this subparagraph shall not
prevent the Company from
pursuing any other available remedies for any breach or
threatened breach hereof
including but not limited to the recovery of damages
from the Employee. The
Employee and the Company further agree that the
provisions of the covenants
not to solicit are reasonable and that the Company
would not have entered into
this Agreement but for the inclusion of such
covenants herein. Should a
court or arbitrator determine, however, that any
provision of the covenants is
unreasonable, either in period of time,
geographical area, or
otherwise, the pa
