Exhibit 10.1
SEVERANCE AGREEMENT AND
GENERAL RELEASE
This SEVERANCE AGREEMENT AND GENERAL
RELEASE (hereinafter, “Agreement”) is entered into by
and between PERRY ELLIS INTERNATIONAL, INC. (“PERRY
ELLIS”), and PAUL ROSENGARD (“MR.
ROSENGARD”).
WHEREAS, MR. ROSENGARD has been
employed as President, Perry Ellis and Premium Brand pursuant to
the terms of a written employment agreement between PERRY ELLIS and
MR. ROSENGARD effective as of August 1, 2007 (hereinafter, the
“Employment Agreement”); and
WHEREAS, the Employment Agreement
between MR. ROSENGARD and PERRY ELLIS provides for severance pay in
the event of the termination of MR. ROSENGARD’s employment;
and
WHEREAS, MR. ROSENGARD has been
notified of the termination of his employment; and
WHEREAS, the parties hereto desire
to set forth in this Agreement the terms and conditions of the
termination of MR. ROSENGARD’s employment and MR.
ROSENGARD’s release and waiver of any and all claims that he
has or could possibly have against PERRY ELLIS and the other
persons and entities affiliated with PERRY ELLIS in exchange for
the consideration described herein;
NOW, THEREFORE, the parties agree as
follows:
1. Execution of Agreement and
Effective Date . The
recitals are incorporated herein. MR. ROSENGARD acknowledges that
he has been given adequate written notice of the termination of his
employment. This Agreement becomes effective and enforceable on the
eighth day after it is signed by MR. ROSENGARD without revocation
(the “Effective Date”).
2 . Benefits .
In consideration for MR.
ROSENGARD’s waiver of all claims in Paragraph 3 hereof, and
the other promises made by MR. ROSENGARD in this Agreement, PERRY
ELLIS will pay MR. ROSENGARD the following:
A. Lump Sum Severance
Pay . PERRY ELLIS will
pay MR. ROSENGARD the gross amount of Two Hundred, Sixty-Two
Thousand, Five Hundred Dollars ($262,500.00), less applicable tax
deductions. Such amount shall be paid in a lump sum within fifteen
(15) days from the Effective Date.
B. Vacation Payout.
PERRY ELLIS will pay MR. ROSENGARD
the gross amount of Twenty Four Thousand Two Hundred Thirty Dollars
($24,230.00), less applicable tax deductions. Such amount
represents the value of any and all of MR. ROSENGARD’s
accrued but unused vacation leave of absence, and shall be paid in
a lump sum within fifteen (15) days from the Effective
Date.
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C. Limited Benefit
Reimbursement. PERRY
ELLIS will pay MR. ROSENGARD the gross amount of One Thousand,
Eight Hundred, Seventy-Eight Dollars (1,878.00). The payment under
this paragraph 2.C approximates the value of four months of health
insurance and dental insurance premiums for MR. ROSENGARD’s
current coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”). PERRY ELLIS’ sole
obligation under this paragraph is the payment of money to MR.
ROSENGARD as described in the first sentence hereof. Nothing in
this paragraph shall be construed to relieve MR. ROSENGARD of his
obligation to timely elect COBRA coverage or timely make applicable
COBRA insurance premium payments.
MR. ROSENGARD understands and
acknowledges that he would not receive the benefits provided
pursuant to this Paragraph 2 except for his execution of this
Agreement, his waiver of claims against PERRY ELLIS, and the
fulfillment of the promises contained herein.
3. Release of Claims
. For the purposes of
this Paragraph 3, “PERRY ELLIS” shall include Perry
Ellis International, Inc., Supreme International, Inc., Jantzen,
Inc., Salant Corporation, Perry Ellis Menswear, LLC, Tropical
Sportswear, Inc., and any of their parent companies, subsidiaries,
related or affiliated entities, and their respective owners,
directors, officers, agents, employees and insurers. MR. ROSENGARD
(including his heirs, assigns, agents, and representatives)
knowingly and voluntarily waives any and all known and unknown
rights and claims that he has or may have against PERRY ELLIS as of
the date MR. ROSENGARD signs this Agreement, including but not
limited to any claim(s) under any federal, state or local law,
regulation, or ordinance, and any public policy, contract, or
common law claims, including any tort claims, and any claim(s)
under:
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The National Labor Relations
Act;
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Title VII of the Civil Rights Act
of 1964;
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Sections 1981 through 1988 of
Title 42 of the United States Code;
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The Employee Retirement Income
Security Act of 1974;
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The Immigration Reform and
Control Act of 1986;
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The Americans with Disabilities
Act of 1990;
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The Fair Labor Standards
Act;
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The Age Discrimination in
Employment Act of 1967;
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The Older Workers Benefit
Protection Act;
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The Equal Pay Act of
1963;
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The Occupational Safety and
Health Act;
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The Family and Medical Leave Act
of 1993;
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The New York Executive
Law;
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Any other federal, state or local
civil or human rights law or any other federal, state or local law,
regulation or ordinance including, but not limited to, any laws
that regulate or govern the employment relationship; or
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Any public policy, contract, or
common law claims, including any tort claims (e.g., negligent or
intentional infliction of emotional distress, defamation, assault,
battery, false imprisonment, wrongful termination, etc.) whether
based on common law or otherwise.
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Any claim or cause of action
arising out of or related to any of the rights or obligations
described in the Employment Agreement.
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This waiver also bars any claim or
demand for costs, fees, or other expenses including
attorney’s fees incurred in connection with any of the
above-referenced claims. The listing of claims waived in this
Paragraph 3 is intended to be illustrative rather than exhaustive.
Thus, MR. ROSENGARD acknowledges and agrees that this Agreement
constitutes a full and final bar to any and all claims of any type
that MR. ROSENGARD now has or may have against PERRY ELLIS.
Notwithstanding the foregoing, nothing herein shall waive any right
to apply for or receive government sponsored unemployment benefits,
and PERRY ELLIS agrees that it will not contest any such claim for
unemployment benefits by MR. ROSENGARD.
4. Cooperation
. MR. ROSENGARD agrees to
cooperate with PERRY ELLIS in effecting a smooth transition of the
management of PERRY ELLIS with respect to the duties and
responsibilities that MR. ROSENGARD performed for PERRY ELLIS. MR.
ROSENGARD agrees to make himself available in connection with any
request by PERRY ELLIS regarding matters of which MR. ROSENGARD has
personal knowledge or which were within the purview of MR.
ROSENGARD’s job responsibilities.
5. No Lawsuits
. MR. ROSENGARD promises
not to institute or have institute