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EXHIBIT 10.1
[TARRANT LETTERHEAD]
November 26, 2007
David N. Burke
RE: SEPARATION TERMS AND GENERAL RELEASE AGREEMENT
Dear David:
This letter confirms the terms of your separation from the
employment
of Tarrant Apparel Group and consideration in exchange for your
waiver and
general release of claims in favor of Tarrant Apparel Group and
its officers,
directors, employees, agents, representatives, subsidiaries,
divisions,
affiliated companies, successors, and assigns (collectively, the
"COMPANY" or
"TARRANT").
1. TERMINATION DATE. Your employment with the Company will
end
effective November 28, 2007 (the "TERMINATION DATE"). Between
now and the
Termination Date, you should assist with any transition-related
activities as
directed by the employee to whom you directly report.
2. ACKNOWLEDGMENT OF PAYMENT OF WAGES. On or before execution of
this
release, we delivered to you a final paycheck that includes
payment for all
accrued wages, salary, accrued and unused vacation time,
reimbursable expenses,
and any similar payments due and owing to you from the Company
as of the
Termination Date (collectively referred to as "WAGES"). You are
entitled to
these Wages regardless of whether you sign this Separation Terms
and General
Release Agreement (this "AGREEMENT").
3. CONSIDERATION FOR RELEASE. In consideration of the waiver
and
release of claims set forth in Paragraphs 7 and 8 below, and in
exchange for
your signing this Agreement, the Company agrees to pay you
$92,500, less
applicable federal and state withholdings, in a lump sum payment
within 5 days
following the expiration of the revocation period described in
Paragraph 19
below (the "SEVERANCE PAYMENT"). The Severance Payment is in
addition to any
amounts owed to you by the Company. You acknowledge and agree
that you are not
otherwise entitled to receive the Severance Payment. You
understand that if you
do not sign the Agreement, or if you revoke the signed Agreement
as described in
Paragraph 19 below, the Company has no obligation to provide you
with the
Severance Payment.
4. COBRA CONTINUATION COVERAGE. Your Company provided health
coverage
will end on your Termination Date. If you are eligible for, and
timely elect
COBRA continuation, you may continue health coverage pursuant to
the terms and
conditions of COBRA at your own expense. Our Human Resources
Department will
contact you shortly after your Termination Date. All other
insured benefit
coverage (e.g., life insurance, disability insurance) will also
end on your
Termination Date.
<PAGE>
5. RETURN OF COMPANY PROPERTY. By signing below, you represent
that you
have returned all the Company property and data of any type
whatsoever that was
in your possession or control.
6. CONFIDENTIAL INFORMATION. You hereby acknowledge that as a
result of
your employment with the Company you have had access to the
Company's
confidential information. You acknowledge your continuing
obligations under the
Employee Confidentiality Agreement you have previously executed,
and you agree
you will hold all such confidential information in strictest
confidence and that
you may not make any use of such confidential information. You
further confirm
that you have delivered to the Company all documents and data of
any nature
containing or pertaining to such Confidential Information and
that you have not
taken with you any such documents or data or any copies
thereof.
7. GENERAL RELEASE AND WAIVER OF CLAIMS.
7.1 The payments and agreements set forth in this Agreement
fully satisfy any and all accrued salary, vacation pay, bonus
and
commission pay, stock-based compensation, profit sharing,
termination
benefits or other compensation to which you may be entitled by
virtue
of your employment with the Company or your termination of
employment.
You acknowledge that you have no claims and have not filed any
claims
against the Company based on your employment with or the
separation of
your employment with the Company.
7.2 To the fullest extent permitted by law, you hereby
release
and forever discharge the Company, its successors, subsidiaries
and
affiliates, directors, shareholders, current and former
officers,
agents and employees (all of whom are collectively referred to
as
"RELEASEES") from any and all existing claims, demands, causes
of
action, damages and liabilities, known or unknown, that you ever
had,
now have or may claim to have had arising out of or relating in
any way
to your employment or separation from employment with the
Company
including, without limitation, claims based on any oral, written
or
implied employment agreement, claims for wages, bonuses,
commissions,
stock-based compensation, expense reimbursement, and any claims
that
the terms of your employment with the Company, or the
circumstances of
your separation, were wrongful, in breach of any obligation of
the
Company or in violation of any of your rights, contractual,
statutory
or otherwise. Each of the Releasees is intended to be a third
party
beneficiary of the General Release and Waiver of Claims set
forth in
this Paragraph 7.
(a) RELEASE OF STATUTORY AND COMMON LAW CLAIMS. Such
rights include, but are not limited to, your rights under
the
following federal and state statutes: the Employee
Retirement
Income Security Act (ERISA) (regarding employee benefits);
the
Occupational Safety and Health Act (safety matters); the
Family and Medical Leave Act of 1993; the Worker Adjustment
and Retraining Act ("WARN") (notification requirements for
employers who are curtailing or closing an operation) and
common law; tort; wrongful discharge; public policy;
workers'
compensation retaliation; tortious interference with
contractual relations, misrepresentation, fraud, loss of
consortium; slander, libel, defamation, intentional or
negligent infliction of emotional distress; claims for
wages,
bonuses, commissions, stock-based compensation or fringe
benefits; vacation pay; sick pay; insurance reimbursement,
medical expenses, and the like.
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<PAGE>
(b) RELEASE OF DISCRIMINATION CLAIMS. You understand
that various federal, state and local laws prohibit age,
sex,
race, disability, benefits, pension, health and other forms
of
discrimination, harassment and retaliation, and that these
laws can be enforced through the U.S. Equal Employment
Opportunity Commission, the National Labor Relations Board,
the Department of Labor, and similar state and local
agencies
and federal and state courts. You understand that if you
believe your treatment by the Company violated any laws, you
have the right to consult with these agencies and to file a
charge with them. Instead, you have decided voluntarily to
enter into this Agreement, release the claims and waive the
right to recover any amounts to which you may have been
entitled under such laws, including but not limited to, any
claims you may have based on age or under the Age
Discrimination in Employment Act of 1967 ("ADEA"; 29 U.S.C.
Section 621 et. seq.) (age); the Older Workers Benefit
Protection Act ("OWBPA") (age); Title VII of the Civil
Rights
Act of 1964 (race, color, religion, national origin or sex);
the 1991 Civil Rights Act; the Vocational Rehabilitation Act
of 1973 (disability); The Americans with Disabilities Act of
1990 (disability
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