EXHIBIT 10.32
TERMINATION
AGREEMENT
between
|
ELIZABETH
ARDEN INTERNATIONAL Sàrl
28, chemin de
Joinville
CH-1216
Cointrin
|
|
as party of the
first part
|
|
(hereinafter
"ARDEN")
|
|
|
and
|
Mr. Jacobus
A.J. Steffens
Chemin des Lilas
Blancs
CH-1225
Chêne-Bourg
|
|
as party of the
second part
|
|
(hereinafter "Mr.
STEFFENS")
|
|
|
WHEREAS, the parties have agreed that Mr.
STEFFENS's employment with ARDEN shall terminate on December 31
st , 2008;
WHEREAS , the parties desire to enter
into this Termination Agreement ("Agreement") to define their
respective rights and obligations, including for the period from
execution of this Agreement by both parties until December 31
st , 2008 (the "Transition Period");
NOW
THEREFORE, in consideration of the promises
and terms set forth in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Article 1
The parties agree
that Mr. STEFFENS's employment with ARDEN shall terminate on
December 31 st , 2008.
Article 2
The recitals set
forth above are incorporated into and made a part of this
Agreement. Mr. STEFFENS agrees that he will work in a full-time
capacity for the International Business Unit of ARDEN through the
Transition Period; provided that Mr. STEFFENS will be permitted to
spend a reasonable amount of work time to interview and research
new job opportunities, and ARDEN agrees:
(a) to continue
to pay Mr. STEFFENS his current base salary in accordance with
ARDEN's normal pay practices, including his 13 th month
salary through the Transition Period;
(b) to pay to Mr.
STEFFENS any balance for untaken vacation days accrued for calendar
year 2008 by December 31 st , 2008;
(c) that Mr.
STEFFENS will receive his normal employee benefits through the
Transition Period;
(d) that Mr.
STEFFENS will be permitted to exercise any outstanding stock
options that are vested as of December 31, 2008; provided that such
exercise occurs no later than March 31 st , 2009. Mr.
STEFFENS is entitled to vest in any restricted stock that vests on
or before December 31 st , 2008;
(e) that Mr
STEFFENS will retain his full eligibility to receive a cash bonus
in accordance with the Management Bonus Plan for executive officers
of Elizabeth Arden, Inc. ("EA"), which provides that he is eligible
to receive a quarterly bonus corresponding to 5% of 50% of his
annual base salary if EAI achieves the specified earnings per share
target set forth by the Compensation Committee of the Board of
Directors of EAI on August 12, 2008 (the "Target") for EAI's fiscal
quarter ending September 30, 2008 in accordance with the terms of
such plan.
Article 3
During the
Transition Period, Mr. STEFFENS will assist in the hand-over of the
International Business Unit and the orientation of the new Vice
President Commercial and Operation Finance. To the extent Mr.
STEFFENS satisfactorily fulfils the above-referenced
responsibilities for ARDEN through the Transition Period, and in
addition to the consideration set forth in Article 2, ARDEN
agrees
(i) to give Mr.
STEFFENS on the last day of the Transition Period a lump-sum amount
corresponding to twelve (12) months of Mr. STEFFENS' current base
annual salary, twelve (12) months of health insurance allowance and
twelve (12) months of car allowance (less any applicable
withholdings) to assist in his transition to a new job
opportunity;
(ii) to permit
Mr. STEFFENS to retain his full eligibility to receive a cash bonus
in accordance with the Management Bonus Plan of EAI corresponding
to 5% of 50% of his annual base salary if EAI achieves the Target
for EAI's fiscal quarter ending December 31, 2008;
(iii) to provide
the payments set forth in Article 9; and
(iv) to provide
the payments set forth in Article 10.
Article 4
Should Mr.
STEFFENS decide to leave employment with ARDEN prior to the end of
the Transition Period, ARDEN will nevertheless pay his normal
salary, health insurance premiums and car allowances until December
31 st , 2008, his thirteenth salary for the calendar
year 2008 and the balance of any untaken vacation days
remaini