SEPARATION AGREEMENT
AND GENERAL RELEASE
AGREEMENT
made this 18 day of December, 2007 (this
“Agreement”), by and between Gregg A. Holst
(“Employee”) and I.C. Isaacs & Company LP, a
Delaware limited partnership (the
“Company”).
WHEREAS,
the parties previously entered into an Executive Employment
Agreement, dated December 19, 2005 (the “Employment
Agreement”), pursuant to which Employee has been
employed by the Company as its Executive Vice President and
Chief Financial Officer; and
WHEREAS,
the parties have agreed to a mutual separation of the
employment relationship and release of claims on the terms set
forth herein.
NOW
THEREFORE, for good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Employee’s
employment with the Company is terminated as of December 3, 2007
(“Effective Date”). Employee hereby resigns
from all positions held as an employee or otherwise with the
Company, I.C. Isaacs & Company, Inc. and any of their
affiliates and agrees to execute any and all documents of such
resignation requested by the Company, but he shall be treated for
all purposes as having so resigned as of December 3, 2007,
regardless when or whether he executes any such
documentation.
2.
Employee
acknowledges that he has been paid his regular salary and bonuses,
minus applicable tax withholding, through December 3,
2007.
3.
Employee
had 13 unused vacation days and one unused personal day as of the
date of termination for which the Company shall pay
Employee.
4.
The
Company shall pay Employee $350,000 as severance in substantially
equal installments in accordance with the Company’s normal
payroll practices during the 12-month period following the
termination of his employment.
5.
Employee
shall continue to participate in the Company’s medical and
dental plans to the extent eligible under the applicable terms of
the plans through December 31, 2008, and shall have the right to
exercise his rights to continue such insurance thereafter pursuant
to COBRA.. Employee shall not be eligible to continue to
participate in the Company’s option plan and any pension,
profit-sharing, 401(k) or similar retirement plan or arrangement
after the Effective Date, but shall be entitled to his rights under
those plans as of the Effective Date.
6.
Employee’s
rights with respect to outstanding equity awards shall be
determined under the terms of the applicable plan and award
agreement.
7.
Employee
agrees and acknowledges that the payments and benefits provided to
Employee by the Company and referred to herein exceed any payment,
benefit or other valuable right to which Employee would otherwise
be entitled under the Employment Agreement or under any policy plan
or procedure of the Company.
8.
(a) In
exchange for the consideration provided for herein, Employee for
himself and for his heirs, executors, administrators and assigns
(hereinafter referred to collectively as “Releasors”),
forever releases and discharges the Company, I.C. Isaacs &
Company, Inc. and any of their subsidiaries, divisions, affiliates
or related business entities, successors and assigns and any of
their past or present members, shareholders, directors, officers,
attorneys, agents, trustees, administrators, employees or assigns
(whether acting as agents or in their individual capacities) (all
entities and persons being released are hereinafter collectively
referred to as “Releasees”), to the maximum extent
permitted by law from any and all claims, demands, causes of
action, fees, damages and liabilities of any kind whatsoever,
whether known or unknown, which Releasors ever had, now have or may
have against Releasees by reason of any actual or alleged act,
omission, transaction, practice, conduct, occurrence or other
matter up to and including the Effective Date, provided however,
that this release shall not relate to (1) any claims by Employee to
enforce his rights pursuant to this Agreement, or (2) any rights
Employee has to be indemnified by the Company as provided in the
Company’s Articles of Incorporation, By-laws, Company
policies, or any related Director and Officer insurance
policies.
(b)
Without
limiting the generality of the foregoing, this Agreement is
intended to and shall release Releasees from any and all claims,
whether known or unknown, which Releasors ever had, now have and
may have against Releasees arising from (i) any claim
under the Civil Rights Act of 1964, as amended; (ii) any other
claim of discrimination or retaliation in employment (whether based
on federal, state or local law, statutory or decisional), including
but not limited to, the New York State Human Rights Law, the New
York City Human Rights Law Administrative Code, the Americans with
Disabilities Act of 1990 and the Family and Medical Leave Act;
(iii) any claim of discrimination or breach of fiduciary duty under
the Employee Retirement Income Security Act of 1974, as amended
(except claims for accrued vested benefits under any employee
benefit plan of the Company in accordance with the terms of such
plan and applicable law); (iv) any claim arising under the Age
Discrimination in Employment Act of 1967, as amended, and the
applicable rules and regulations thereunder; and (v) any claim for
attorney’s fees, costs, disbursements and/or the like
relating to claims pursuant to such statutes.
9.
(a) Employee
covenants, except to the extent prohibited by law, not to commence,
maintain, prosecute or participate in any action, charge, complaint
or proceeding of any kind (on his own behalf and/or on behalf of
any other person or entity and/or on behalf of or as a member of
any alleged class of persons) in any court, or before any
administrative or investigative body or agency (whether public,
quasi-public or private), against Releasees with respect to any
act, o
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