RELEASE AND NON-SOLICITATION
AGREEMENT
I, Michael J.
Setola, certifying that I am of legal age and a resident of the
State of New Jersey at 44 Sneider Road, Warren, NJ 07059, hereby
enter into this Release and Non-Solicitation Agreement (the
“Agreement”) with Oxford Industries, Inc.
(“Oxford”). In consideration of Oxford’s payment
of the compensation described below, I agree to the
following:
(a) I
acknowledge that my employment with Oxford ended on
January 31, 2007 (the “Termination Date”). In
consideration of my execution of this Agreement and the promises
and agreements I have made herein, Oxford shall provide me with the
compensation set forth at Paragraphs 1(a)(i) through 1(a)(iv) below
and will allow the vesting of certain restricted stock as described
at Paragraph l(a)(v) below, subject to the terms and conditions set
forth in the Agreement:
(i)
Oxford will pay me the gross sum of Seven-Hundred Ninety-Five
Thousand Dollars ($795,000), less all deductions and withholdings
required under applicable federal, state and local laws. Such
payment shall be made by check in twenty-six (26) equal
installments of Thirty-Thousand Five-Hundred Seventy-Six and 92/100
Dollars ($30,576.92) each on a bi-weekly schedule over the
fifty-two (52) week period following the Termination Date (the
“Payment Period”); provided, however, that Oxford shall
not be required to pay any installment prior to Oxford’s
first normal payroll date that occurs at least seven (7) days
after the date on which this Agreement becomes effective as
provided in Section 15 below. Each installment check shall be
payable to me and mailed to my address listed above.
(ii)
I will be eligible for a bonus award based on the “return on
net assets” (“RONA”) component of the bonus (if
any) that may become payable for my job level for Oxford’s
2007 fiscal year, calculated in accordance with the terms and
conditions of Oxford’s annual bonus program as if I were a
participating employee, but prorated for the
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number of days
I was actually employed by Oxford during the 2007 fiscal year
(which means the bonus amount attributable to the RONA component
will be multiplied by the fraction 243/364). I acknowledge and
agree that no bonus will be paid unless the applicable threshold
RONA performance level for fiscal year 2007 is exceeded. My bonus
award (if any) will not include, and I will not be eligible for,
any “individual” performance component of bonus. The
payment of the bonus award (if any) will be made by check payable
to me and mailed to my address listed above at or about the time
bonus award payments are made in the ordinary course to employees
participating in Oxford’s fiscal 2007 bonus program, and will
be subject to all deductions and withholdings required under
applicable federal, state and local laws.
(iii)
For each calendar month during the Payment Period, Oxford will pay
on my behalf Seven-Hundred Fifty Dollars ($750) of the monthly
premium for continuation, in accordance with the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”), of my
medical coverage under Oxford’s Medical Plan; provided,
however, that such payments by Oxford shall not exceed a total of
Nine-Thousand Dollars ($9,000) in the aggregate over the course of
the Payment Period. As a condition to such payments by Oxford, I
must make a timely COBRA election and pay the balance of the
monthly COBRA premium myself in a timely manner. Notwithstanding
the foregoing, Oxford’s obligations to pay such portion of my
COBRA premium during the Payment Period will cease immediately if I
become eligible for medical coverage under another employer’s
benefit plans.
(iv)
Additionally, for each calendar month during the Payment Period,
Oxford will pay on my behalf the monthly premium for continuation,
in accordance with COBRA, of my medical coverage under
Oxford’s Executive Medical Plan. As a condition to such
payments by Oxford, I must make a timely COBRA election.
Notwithstanding the foregoing, Oxford’s obligations to pay
such COBRA premium for Executive Medical Plan coverage during the
Payment Period will cease immediately if I become eligible for
medical coverage under another employer’s benefit
plans.
(v)
The Company shall waive and remove the otherwise applicable
forfeiture restrictions with respect to, and thereby shall
accelerate the vesting of, 4,500 restricted
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shares of
Oxford’s common stock that were granted to me on
August 15, 2005 and 2,001 restricted shares of Oxford’s
common stock that were granted to me on August 3, 2006, such
grants having been made under Performance Share Award Agreements
dated January 10, 2005 and August 25, 2005, respectively,
pursuant to Oxford’s Long-Term Stock Inventive Plan. The
effective date of such vesting of such restricted shares shall be
the date that occurs fourteen (14) days after the end of the
7-day revocation period described at Section 15
below.
(b) I
acknowledge and agree that I am solely responsible for any and all
federal, state and local taxes payable in connection with payments
and benefits hereunder.
(c) I
acknowledge that, should I fail or refuse to enter into this
Agreement, or should I choose to revoke this Agreement pursuant to
Section 15 below, all obligations of Oxford set forth herein
shall be entirely null, void and of no effect, and I shall not be
entitled to any of the payments, benefits or undertakings listed in
Section 1 (a) above.
(d) I
acknowledge and agree that any violation of any provision of this
Agreement (including without limitation Sections 2, 3, 6 or 7
hereof) or of Oxford’s Conflict of Interest and Business
Ethics Policy (which is incorporated herein by reference) shall
constitute a breach of this Agreement and, in the event of a
breach, Oxford’s obligation to make any payments under
Section 1 (a) hereof shall cease immediately and Oxford may
pursue all remedies available to it.
I hereby
acknowledge that my employment relationship with Oxford has been
terminated as of the Termination Date. I do not question the
legality of the termination of my employment, and I acknowledge and
agree that I am hereby forever waiving all rights to do so. I
acknowledge and agree that I am not owed any compensation, benefits
and/or damages other than (i) payment of the consideration
described in Section 1 (a) above, which consideration
shall be owed to me only in the event that I meet the terms and
conditions of this Agreement, and (ii) reimbursement owed to
me in accordance with Oxford’s T&E policies for travel
and entertainment costs reasonably incurred by me on Oxford’s
behalf in the ordinary course of Oxford’s business prior to
the Termination Date, and subject to my prompt submission to Oxford
of all required T&E
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reimbursement
request forms and accompanying documentation. I acknowledge and
agree that I have received (or by this Agreement I am receiving)
all compensation and benefits related to my employment with Oxford,
including, but not limited to, salary, bonuses and severance
benefits, to which I was or may be entitled under any applicable
law, contract or Oxford policy. Should I be found, judicially or
otherwise, to be entitled to any further amount, I acknowledge and
agree that Oxford’s promise of the consideration set forth at
Section l(a) hereof constitutes the full and final satisfaction of
any and all such undisclosed or unknown claims. My intention herein
is to absolutely and forever absolve Oxford of all liability
arising from my employment and the termination thereof.
In consideration
of Oxford’s promise pursuant to the terms and conditions of
this Agreement to pay the amounts set forth at Paragraphs l(a)(i)
through l(a)(iv) above and to allow the vesting of certain
restricted stock as described at Paragraph l(a)(v) above, I hereby
knowingly and voluntarily release, waive, and forever discharge,
both jointly and severally, Oxford and all of its subsidiaries,
divisions and affiliates (without regard to whether the existence
of such entities is now known to me and wherever such entities are
located) and all of their respective officers, directors,
employees, shareholders, servants, agents and attorneys, in their
official and individual capacities, together with their
predecessors, successors and/or assigns (hereinafter collectively
referred to as the “Releasees”), from any and all
claims, complaints, actions, causes of action, suits, debts,
damages, judgments, expenses, fees (including without limitation
attorneys’ fees and expenses) and/or demands whatsoever, in
law or in equity, in any jurisdiction wherever located in the world
(hereinafter collectively referred to as “claims”),
whether known or unknown to me, which I ever had, now have or may
in the future have against a Releasee arising out of my employment
with Oxford and/or the termination thereof. The claims released
herein specifically include, but are not limited to, any claims
which arise by reason of, are in any way connected with, are or may
be based in whole or in part on, do or may arise out of, or are or
may be related to or with: (i) my employment relationship with
Oxford and/or the termination of that relationship; (ii) any
local, state or national fair employment practices acts;
(iii) any alleged breach of duty and/or implied covenant of
good faith and fair dealing; (iv) any alleged interference
with and/or breach of contract (express or implied, in fact or in
law, oral or written); (v) any alleged retaliatory or wrongful
discharge of any kind; (vi) any alleged intentional or
negligent infliction of emotional
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distress or
mental anguish; (vii) any alleged outrageous conduct;
(viii) any alleged interference with business relationships,
contractual relationships or employment relationships of any kind;
(ix) any alleged breach of duty, fraud, fraudulent inducement
to contract, breach of right of privacy, libel, slander or tortious
conduct of any kind; (x) the Civil Rights Act of 18
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