Exhibit 10.1
November 4, 2004
Mr. Robert Rosenblatt
817 South Roxmere Road
Tampa, Florida 33609
Dear Robert:
I am pleased to offer you employment with Tommy
Hilfiger U.S.A., Inc., (the “Company”) as Group
President and Chief Operating Officer. You will also hold the title
of Chief Operating Officer of Tommy Hilfiger Corporation
(“THC”). This letter agreement confirms the verbal
offer made to you. You understand that your employment will be
“at will” and that no employment contract exists
between you and the Company for any specific term of employment
and, either you or the Company can terminate your employment at any
time, subject to the terms and conditions of this letter
agreement.
So long as you are an employee of the Company,
you will receive the following:
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Your base
salary will be paid at the rate of $750,000.00 annually in
accordance with the Company’s then current payroll practices
(the “Base Salary”).
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In accordance
with Company policy, your performance will be reviewed subsequent
to the close of the Company’s current fiscal year which ends
March 31, 2005 and annually thereafter. You will be eligible
for annual salary increases which will be determined by the Company
and approved by the THC Compensation Committee, in their sole
discretion and in accordance with the Company’s
policy.
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For the fiscal
year ending March 31, 2006 (which begins on April 1,
2005) and each subsequent fiscal year, you will be eligible to
participate in the Company’s Incentive Compensation Plan (the
“Plan”) which is based on individual and THC goal
attainment in accordance with the terms of the Plan. Your incentive
levels will be set at a 100% target of your Base Salary. Payment of
your bonus is subject to the approval of the Compensation Committee
of THC. The Plan is subject to modification at the Company’s
discretion. For the fiscal year ending March 31, 2005, you
will not be eligible for a bonus, other than the sign-on bonus
referenced in the immediately succeeding bullet.
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Promptly upon
execution of this letter agreement, you will receive a sign-on
bonus of $350,000. You further agree that if within one
(1) year of your commencement of active employment, you resign
your employment or if your employment shall be terminated by the
Company for Cause as defined below, you shall, within thirty
(30) days of your resignation or termination, repay the
Company an amount which shall be determined by multiplying $350,000
by a fraction, the numerator of which shall be 365 less the number
of days between the commencement of active employment and the date
your employment shall terminate and the denominator of which shall
be 365.
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You will
participate in all benefit plans and programs the Company provides
to all employees in accordance with their terms and conditions as
they may be modified by the Company from time to time.
Medical/Dental benefit coverage will commence as of your first day
of employment. Benefits and other terms and conditions of
employment are set forth in the Company’s employee handbook,
a copy of which you will receive during your first week of
employment.
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(i) On the date
of execution of this letter agreement, you will be granted 225,000
options to purchase publicly traded ordinary shares of THC, subject
to the terms and conditions of the Tommy Hilfiger Corporation 2003
Incentive Compensation Plan (the “2003 Plan”);
(ii) on the date of execution of this letter agreement, you
will be granted 25,000 shares of restricted stock, subject to the
terms and conditions of the Tommy Hilfiger Corporation 2001 Stock
Incentive Plan (the “2001 Plan”); (iii) on
April 1, 2005, you will be granted either (a) 175,000
stock options under the 2003 Plan, or (b) at the discretion of
the Company, such other award other than stock options (including,
but not limited to, cash, stock appreciation rights, restricted
stock or restricted stock units), which shall be comparable in
value to the grant of 175,000 stock options; and (iv) on
April 1, 2006, you will be granted either (x) 175,000
stock options under the 2003 Plan, or such other successor plan
that THC shall adopt, or (y) at the discretion of the Company,
such other award other than stock options (including, but not
limited to, cash, stock appreciation rights, restricted stock or
restricted stock units), which shall be comparable in value to the
grant of 175,000 stock options. Any stock options granted to you
under this letter will have a term of 10 years, and an exercise
price equal to the Fair Market Value (as defined in the 2003 Plan)
of THC’s ordinary shares on the grant date. Vesting of such
stock options for each stock option grant under this letter will be
25%, 25% and 50%, respectively, on each of the first three
anniversaries of the grant date for each grant. The 25,000 shares
of restricted stock to be granted under section (ii) of this
paragraph shall vest in full on the third anniversary of the
restricted stock grant date. The vesting schedule and other terms
of any other type of award under sections (ii) and
(iii) of this paragraph, to the extent granted, will be
determined by the THC Compensation Committee at the time of
issuance, but in the case of stock options or stock appreciation
rights, shall hav
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