EXHIBIT 10.4
SEVERANCE AGREEMENT AND RELEASE
DATED APRIL 14, 2006 WITH
MARIO CIAMPI .
Exhibit 10.4
SEVERANCE AGREEMENT AND
RELEASE
This Severance Agreement and Release
(the “Agreement”) is made this 14 th day of April, 2006 between Mario Ciampi
(the “Employee”) and The Children’s Place
Services Company, LLC, its parent and its direct and indirect
affiliated corporations and other entities (collectively, the
“Company”).
1.
Termination of Employment . The parties agree that the
Employee’s employment with the Company shall terminate
effective April 30, 2006 (the “Separation
Date”).
2.
Separation Payments and Options .
(a)
In consideration for entering into this Agreement, the Company
shall pay to the Employee the sum of Five Hundred Ten Thousand
Dollars ($510,000), less legally required payroll deductions (the
“Separation Payment”), which sum shall be paid to
Employee in accordance with the Company’s regular payroll
practices in twenty-six bi-weekly installments commencing the first
pay period following the Separation Date. Notwithstanding the
above, the final separation payment under this Section 2 shall
be made on or before April 13, 2007.
(b)
The Company also agrees that the Transfer Restrictions under The
Children’s Place Retail Stores, Inc. Transfer
Restriction Agreement dated January 27, 2006 (the
“Transfer Restriction Agreement”) shall lapse with
respect to the Employee’s vested options to acquire 30,400
shares of the Company at the strike prices set forth in
Exhibit A, upon execution of this Agreement.
(c)
The Company agrees that a total of 10,000 unvested stock options in
the Company’s common stock at a strike price of $37.655,
scheduled to vest on April 29, 2007, shall be accelerated to
vest on April 27, 2006. All other unvested stock options as of
the Separation Date shall be null and void. The Employee shall have
a period of ninety (90) days from the Separation Date to exercise
all vested but unexercised stock options, if applicable, after
which time all such unexercised stock options shall
expire.
(d)
The Company represents and warrants, and the Employee acknowledges,
that the consideration paid to the Employee under this Agreement
exceeds the amount the Employee would ordinarily be entitled to
upon termination of the Employee’s employment.
3.
Other Benefits . Any and all other employment benefits
received by the Employee shall terminate effective as of the
Separation Date, except as follows:
(a)
In the event that the Employee elects to continue medical, dental,
and vision benefits through COBRA, the Company agrees to waive the
applicable premium cost that Employee would otherwise be required
to pay for continuation of the existing group health coverage
provided to him and his family under Employer’s medical and
dental plans for a period of twelve (12) months or the date
Employee commences full-time employment with another company that
provides health benefits to Employee and his family which are
comparable in
coverage and
benefits to the medical, dental and vision available to Employee
and his family through COBRA, whichever date is sooner.
(b)
The parties acknowledge that the Company is currently the lessee on
a residence located in La Canada, California in which the Employee
and his family currently resides. The Company agrees that Employee
and his family shall be permitted to continue to reside in such
residence and the Company will continue to pay the costs associated
with the lease, including utilities charges, through June 30,
2006. Employee and his family shall vacate such premises not later
than June 30, 2006. In addition, the Company agrees that any
amounts paid by the Company pursuant to this
Section 3(b) that is reported as income to the Employee
shall be subject to a gross up of forty (40%) percent.
(c)
The Company agrees to reimburse the Employee for all reasonable
costs incurred by Employee, upon presentation of signed, itemized
accounts or receipts of such expenditures, for Employee and his
family to relocate from California to New York, which amount shall
not exceed Twenty Thousand Dollars ($20,000), provided that
Employee and his family relocate to New York not later than
April 28, 2007.
(d)
The Company agrees that, through June 30, 2006,
Employee’s personal mail, emails and telephone calls shall be
re-directed to a mail, email address and telephone number as
instructed by Employee.
(e)
The Company agrees that Employee will be entitled to a lifetime
employee discount at all Children’s Place and Disney
Stores.
4.
Return of Company Property . The Company agrees that
Employee shall retain his blackberry and laptop computer, provided
that they shall each be scrubbed of any Company information. The
Employee agrees to return to the Company all other Company
property, including keys, locks, documents, records, identification
cards, computer equipment, credit cards, and other materials and
property of any type whatsoever that is the property of the
Company. Such property shall be returned not later than the
Separation Date.
5.
Removal from Company Positions and Indemnification . The
Company agrees that as of the Separation Date the Employee shall be
removed from all positions held on behalf of the Company, its
parents, subsidiaries and affiliated companies and any other
related entities including, but not limited to, officer, director,
agent, representative, trustee, administrator, fiduciary and
signatory. In addition, with respect to all acts or omissions of
Employee which occurred prior to the Separation Date, the Company
agrees to continue to indemnify the Employee to the same extent
that the Employee was indemnified prior to the Separation Date and
that the Employee shall retain the benefit of all directors and
officer liability insurance and coverage maintained by Employer, in
accordance with the terms of such policy.
6.
Consultation with Counsel and Voluntariness of Agreement
.
(a)
The Employee acknowledges that the Company has advised the Employee
in writing to consult with an attorney prior to executing this
Agreement. The Employee further acknowledges that, to the extent
desired, the Employee has consulted with the Employee’s own
attorney in reviewing this Agreement, that the Employee has
carefully read and
2
fully understands
all the provisions of this Agreement, and that the Employee is
voluntarily entering into this Agreement.
(b)
The Employee further acknowledges that the Employee has had a
period of at least twenty-one (21) days in which to consider the
terms of this Agreement.
(c)
The Employee acknowledges that the Employee has been informed in
writing that the Employee has seven (7) calendar days
following the execution of this Agreement to revoke it, and that
such revocation must be in writing, hand delivered or sent via
overnight mail and actually received by the Company within such
period. It is specifically understood that this Agreement shall not
be effective or enforceable until the seven-day revocation period
has expired.
7.
Confidentiality of Agreement; Non-Disparagement . The
Employee agrees not to disclose the terms and conditions of this
Agreement to any person or entity, except (a) to comply with
this Agreement; (b) to the Employee’s legal, financial
or tax advisors, spouse, and to the Internal Revenue Service or any
similar state or local taxation authority; or (c) as otherwise
required by law. The Employee agrees that the Employee will not
publicly or privately disparage the Company or The Walt Disney
Company or any of their respective properties, products, services,
affiliates, or current or former officers, directors, trustees,
employees, agents, administrators, representatives or fiduciaries.
The Company agrees that the Company’s Chief Executive
Officer, Ezra Dabah, will not publicly or privately disparage the
Employee.
8.
Confidential and Proprietary Information; Work Product
.
(a)
The Employee acknowledges that the Employee may possess certain
confidential information, property or trade secrets of the Company
(“Confidential Information”) which would damage the
Company if disclosed or used by the Employee. Accordingly, the
Employee acknowledges a continuing duty of confidentiality to the
Company and agre
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