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Exhibit 10.6
SEPARATION AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General Release (this
“Agreement”) is made and entered into by and
between Jesse de la Rama and I.C. Isaacs & Company
LP.
DEFINITIONS
As
used throughout this Agreement:
1.
“Executive”
refers to Jesse de la Rama, his heirs, executors,
administrators, agents, successors, assigns and
dependents.
2.
“Isaacs”
refers to I.C. Isaacs & Company LP, 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.
3.
“Employment
Agreement” refers to the Employment Agreement, made as
of the 1
st day
of March 2004, by and between I.C. Isaacs & Company LP and
Executive, as amended by an Amendment, dated as of August 1,
2005.
RECITALS
WHEREAS,
Executive had been employed as Executive Vice President and
Chief Operating Officer of Isaacs;
WHEREAS,
pursuant to this Agreement, Executive has resigned as
Executive Vice President and Chief Operating Officer,
effective as of May 9, 2007 (the “Termination
Date”); and
WHEREAS,
the parties hereto desire to settle any and all potential
disputes relating to Executive’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 as of May 9, 2007, Executive has: (a) resigned his
employment with Isaacs as Executive Vice President and Chief
Operating Officer, and (b) resigned 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. The parties hereto hereby
acknowledge and agree that the termination of Executive’s
employment pursuant to this Agreement shall be considered a
termination of Executive’s employment without
“Cause” pursuant to Section 10 of the Employment
Agreement, provided that the provision of Section 10 of the
Employment Agreement requiring that payments by the Company to
Executive in the event of a termination of employment without
“Cause” be reduced by any compensation paid to
Executive during the period he receives such payments shall not
apply.
2.
Executive 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.
(i) In full and complete consideration for Executive’s
promises, covenants and agreements set forth herein, Isaacs will
continue to pay Executive’s base salary at the rate of two
hundred seventy-five thousand dollars ($275,000) per annum, less
all applicable deductions and withholdings, until such time
following the Termination Date that such payments equal two hundred
twenty-five thousand dollars ($225,000). Isaacs will also pay
Executive for any unused vacation accrued to the Termination Date
and for any accrued but unpaid expenses through the Termination
Date that are required to be reimbursed in accordance with Section
8 of the Employment Agreement. In addition, Isaacs agrees to
continue providing Executive with medical and/or dental insurance
coverage under the medical and dental plans generally made
available by Isaacs to its employees for a period of ten months
after the Termination Date without charge (the “Benefit
Period”). After the Benefit Period, if Executive timely
elects to continue medical and/or dental insurance coverage
pursuant to COBRA under such medical and dental plans, Executive
shall be responsible for paying the required COBRA premium for the
remainder of the term of his continuation coverage. For the
avoidance of doubt, nothing in this Agreement is intended to affect
any benefits to which Executive is entitled as of the Termination
Date under the terms of the Isaacs 401(k) plan.
(ii)
The
parties hereby acknowledge and agree, notwithstanding the
ambiguity created by certain conflicting provisions of the
Employment Agreement and the I.C. Isaacs & Company, Inc.
Amended and Restated Omnibus Stock Plan Nonstatutory Stock
Option Grant Agreement between Isaacs and Executive, effective
December 6, 2004 (“2004 Option Agreement”) and the
I.C. Isaacs & Company, Inc. Amended and Restated Omnibus
Stock Plan Nonstatutory Stock Option Grant Agreement between
Isaacs and Executive, dated August 1, 2005 (“2005 Option
Agreement”), that the following terms apply to the
respective stock option grants:
4.
(i) Executive shall not be entitled to any payment or continued
payment under Section 3 of this Agreement if Executive 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 provided to Executive.
(ii)
Executive shall not be entitled to any payment or continued
payment under Section 3 of this Agreement if Executive
contends in any proceeding that this Agreement was invalid or
unenforceable in whole or in part.
5.
The parties hereto agree that the provisions of this Section 5
shall supersede the provisions of Section 11 of the Employment
Agreement.
(i)
Executive
acknowledges that during the course of his past employment
with Isaacs, he has had access to proprietary information and
confidential records of Isaacs, and has made use of
proprietary information and confidential records of Isaacs.
Executive agrees that he shall not, directly or indirectly,
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. Executive 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 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. Executive 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 available to and known by the public
or information that is or becomes available to Executive on a
non-confidential basis from a source other than Isaacs or its
directors, officers, employees, partners, principals or agents
(other than as a result of a breach of any obligation of
confidentiality) or (ii) that is within Executive’s
general business or industry knowledge, know-how or expertise
(collectively, “know-how”), provided such know-how
is of a generic nature not specifically pertaining to
Isaacs.
(ii)
Executive shall not at any time, except as required by law,
directly or indirectly publish, make known or in any fashion
disclose any confidential records to, or permit any inspection or
copying of confidential records by, any individual or entity other
than in the course of such individual’s or entit
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