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Exhibit 10.2
SEPARATION AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General Release (this
“Agreement”) is made and entered into by and
between Peter J. Rizzo and I.C. Isaacs & Co.,
Inc.
DEFINITIONS
As
used throughout this Agreement:
1.
“Rizzo”
refers to Peter J. Rizzo, his heirs, executors,
administrators, agents, successors, assigns and
dependents.
2.
“Isaacs”
refers to I.C. Isaacs & Co., Inc., together with its
respective past and present parents, subsidiaries, and
affiliates, and its respective past and present officers,
directors, agents, employees, successors and assigns, in both
their individual and corporate capacities.
RECITALS
WHEREAS,
Rizzo had been employed as Chief Executive Officer of Isaacs
and had been Chairman of the Board of Directors for
Isaacs;
WHEREAS,
pursuant to this Agreement, Rizzo has resigned as Chief
Executive Officer and Chairman of the Board of Isaacs,
effective as of April 5, 2007 (the “Termination
Date”); and
WHEREAS,
the parties hereto desire to settle any and all potential
disputes relating to Rizzo’s employment and the
termination thereof;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be and
being legally bound hereby, the parties agree as
follows:
AGREEMENT
1.
Effective immediately, Rizzo hereby: (a) resigns his employment
with Isaacs as Chief Executive Officer, (b) resigns his position as
Chairman of the Board of Isaacs, (c)\ resigns his position as
a Director on the Board of Directors of Isaacs, and (d) resigns any
and all positions he has, whether as a director, officer, or
otherwise, with any affiliate of Isaacs or otherwise by reason of
his employment with Isaacs. Isaacs hereby accepts such
resignations.
2.
Rizzo represents that he does not have any claim, action or
proceeding pending against Isaacs, or which arises out of his
employment by Isaacs or the termination thereof.
3.
In full and complete consideration for Rizzo’s promises,
covenants and agreements set forth herein, Isaacs will continue to
pay Rizzo’s base salary at the rate of $550,000 per annum
(“Base Salary”) through the date that is one year
following the Termination Date in accordance with Isaacs’
normal payroll practices. In addition, Isaacs will pay Rizzo a pro
rata portion of his 2007 bonus for work performed in his capacity
as Chief Executive Officer in the amount of $45,547.75 (“2007
Bonus”). In addition, if Rizzo timely elects to continue
medical and/or dental insurance coverage pursuant to COBRA, Isaacs
shall provide such coverage without charge to Rizzo from the
Termination Date through the date that is one year following the
Termination Date (the “Benefit Period”); thereafter,
Rizzo shall be responsible for paying the required COBRA premium
for the remainder of the term of his continuation coverage. During
the Benefit Period, Rizzo will continue to participate in all of
Isaacs’ benefit plans not covered by COBRA in which he
participated immediately prior to the Termination Date so long as
such coverage is available under such applicable plans in
accordance with applicable law. In the event that any insurance
coverage previously offered is not available under such applicable
plans, Isaacs will use reasonable efforts to convert any such
insurance coverage into individual coverage for Rizzo and pay the
premium associated with such coverage for the Benefit Period,
provided that such coverage costs Isaacs no more than the cost per
annum to Isaacs prior to the Termination Date. In the event that
any such insurance coverage is not converted into individual
coverage for Rizzo, Isaacs shall pay Rizzo an amount equal to the
cost per annum to Isaacs of such coverage prior to the Termination
Date. Rizzo’s stock options will fully vest upon termination
of employment. Thereafter, Rizzo will have one year from the
Termination Date to exercise his options. All payments to Rizzo
pursuant to this Agreement will be less all applicable deductions
and withholdings. Subject to the provisions of Section 17 below, no
payments shall be made for the six-month period following the
Termination Date and an amount equal to six months of the Base
Salary shall be paid in a lump sum on the date that is six months
following the Termination Date. The 2007 Bonus will be paid in
April 2008.
4.
(i) Rizzo shall not be entitled to any payment or continued payment
or benefits under Section 3 of this Agreement if Rizzo is in
willful material breach of any covenant contained in this
Agreement, and such breach, if susceptible to cure, is not
substantially cured within 15 days after written notice of such
breach is delivered to Rizzo.
(ii)
Rizzo shall not be entitled to any payment or continued
payment or benefits under Section 3 of this Agreement in the
event a court of competent jurisdiction renders a preliminary
or final determination that any covenant in this Agreement is
unenforceable or invalid in its entirety, provided that Rizzo
contended in the proceeding resulting in such determination
that this Agreement was invalid or unenforceable in whole or
in part.
5.
(i) Rizzo
acknowledges that during the course of his past employment with
Isaacs and pursuant to Section 10 of this Agreement, he has had,
and will continue to have, access to proprietary information and
confidential records of Isaacs, and has made, and will continue to
make, use of proprietary information and confidential records of
Isaacs. Rizzo agrees that he shall not, directly or indirectly,
hereafter use for his own purpose or for the benefit of any person
or entity other than Isaacs, nor otherwise disclose, any
proprietary information to any individual or entity, unless such
disclosure has been authorized in writing by Isaacs or is otherwise
required by law. Rizzo acknowledges and understands that the term
“proprietary information” includes, but is not limited
to: (a) the software products, programs, applications, and
processes utilized by Isaacs; (b) the name and/or address of
any licensor, customer, vendor or distributor of Isaacs or any
information concerning the transactions or relations of any
licensor, customer, vendor or distributor of Isaacs or any of its
or their partners, principals, directors, officers or agents; (c)
any information concerning any product, technology, or procedure
employed by Isaacs but not generally known to its or their
customers, vendors or competitors, or under development by or being
tested by Isaacs but not at the time offered generally to
customers, vendors or distributors; (d) any information concerning
the structure or content of the proprietary databases of any of
Isaacs; (e) any information relating to the computer software,
computer systems, pricing or marketing methods, sales margins, cost
of goods, cost of material, capital structure, operating results,
borrowing arrangements or business plans of any of Isaacs; (f)
customer lists and contact information; (g) any information which
is generally regarded as confidential or proprietary in any line of
business engaged in by Isaacs; (h) product information and future
development plans; (i) any business plans, budgets, advertising or
marketing plans; (j) any information contained in any of the
written or oral policies and procedures or manuals of Isaacs; (k)
any information belonging to customers, vendors or distributors of
Isaacs or any other person or entity which Isaacs has agreed to
hold in confidence; (l) any inventions, innovations or improvements
covered by this Agreement; and (m) all written, graphic and other
material relating to any of the foregoing. Rizzo acknowledges and
understands that information that is not novel or copyrighted or
patented may nonetheless be proprietary information. The term
“proprietary information” shall not include information
(i) generally
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