Bernard Chaus Inc. Contracts
Sample Business Contracts
Severance Agreement - Bernard Chaus Inc. and Anthony M. Pisano
BERNARD CHAUS, INC.
1410 Broadway
New York, New York 10018
June 16, 1994
Mr. Anthony M. Pisano
[Address]
Dear Tony:
This letter, when accepted by you, shall constitute our
agreement under which your employment by Bernard Chaus, Inc. (the
"Company") shall be terminated effective at the close of business
on Wednesday, August 31, 1994. The conditions of this
arrangement shall be as follows:
1. You shall continue to be paid through our bi-weekly payroll
your salary, automobile allowance and related expenses
through to August 31, 1994. Thereafter, you shall be paid,
as severance, an amount equal to your salary and car
payments on a bi-weekly basis, until the first to occur of
(i) the date on which you accept employment with another
company, or (ii) December 31, 1994. You agree to
immediately notify the Company of your acceptance of any
such new employment. In clarification of the foregoing, if
you shall accept employment with USA Classics Company or any
other company prior to August 31, 1994, such employment
shall not affect your entitlement under this paragraph to
salary and automobile allowance prior to August 31, 1994,
but if such employment continues after August 31, 1994, the
Company's obligation to pay your salary and automobile
allowance under this paragraph shall be terminated.
2. You will remain as Chief Financial Officer and Corporate
Secretary of the Company until June 17, 1994, at which time
this Agreement shall constitute your resignation from such
positions.
3. Your benefits under the Company's healthcare plan and,
participation in the 401(k) plan (but not vacation accrual
which shall continue only through June 17, 1994) shall
continue until August 31, 1994, subject to COBRA rights
noted below. You will be reimbursed for any business
related expense approved for expenditure through to August
31, 1994.
4. On or about August 31, 1994, you will receive a letter from
our Human Resources Department concerning your COBRA benefit
continuation plan for your healthcare benefits. You will
have sixty (60) days to enroll after August 31, 1994, and
any such enrollment will be retroactive back to that date.
You can continue to carry this coverage for a maximum of
eighteen (18) months starting from September 1, 1994. Also,
the Company will provide you a continuation of your
disability insurance throughout the COBRA period, at your
expense, if permitted by the insurer for a nonemployee.
5. Since you will remain an employee until August 31, 1994, you
will be eligible to vest in that portion of your stock
options which are due to vest on or before that date. You
can then exercise those options within thirty (30) days
after August 31, 1994. The exercise price of the shares is
in your contract. If you decide to exercise them, please
contact Marc Zuckerman, our Treasurer.
6. In consideration for this advance notice of termination and
the payments set forth herein, you have agreed to release
and forever hold harmless the Company, its subsidiaries,
divisions, affiliates, owners, shareholders, directors,
officers, employees, and agents from any and all claims,
demands, or causes of action of any kind or nature,
including but not limited to any claims for wages, salaries,
or benefits of any kind or nature (other than as set forth
herein); and any claims for employment discrimination
including but not limited to any claims under the Federal
Age Discrimination in Employment Act or the New Jersey law
against discrimination; any claims pursuant to any other
federal, state, or local statute, regulations or ordinance;
and claims based in contract, expressed or implied; or any
claims based in tort, compensatory damages or punitive
damages. This release shall not apply to obligations set
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forth in this Agreement or any other claims that may arise
after the date on which the Company signs this Agreement.
7. The Company agrees to release, remise, acquit and discharge
you from any and all claims known to it, which it may have
against you, whether denominated claims, demands, causes of
action, obligations, damages or liabilities arising from and
during your employment relationship with the Company or as a
result of the termination of such relationship; provided,
however, that this release shall not apply to claims against
you which may be discovered by the Company after the date
hereof. This release shall not apply to the obligations set
forth in this Agreement, or any other claims that may arise
after the date on which you sign the acknowledgement copy of
this Agreement.
8. You agree that until August 31, 1995, you will not solicit
or induce either directly or indirectly, any employee of the
Company to terminate their employee relationship. You
further agree that for the same period of time not to use,
discuss or otherwise disclose in any manner, confidential or
proprietary, information concerning the Company which you
may have acquired while in its employ.
9. Notwithstanding anything contained in this agreement, upon
your termination from employment with the Company, you shall
be free to work with any company whether or not it is a
competitor of the Company so long as you do not violate the
covenants referred to above.
10. Until August 31, 1994, you will perform such services as are
reasonably requested by the Chief Executive Officer. The
Company will provide secretarial help for any such requested
services but shall be under no obligation to provide office
space to you.
11. You agree to promptly return to the Company, any of the
Company's personal property such as keys and company credit
cards.
12. You acknowledge and agree that, notwithstanding any other
provision of this Agreement, in the event of your breach of
any of your obligations under this Letter Agreement, you
will forfeit your right to receive all payments and benefits
provided for hereunder.
13. The releases contained in this Letter Agreement do not
constitute an admission of liability of any kind by either
you or the Company.
14. This Agreement is personal to you and, without the prior
written consent of the Company shall not be assignable by
you otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of
and be enforceable by your heirs and legal representatives.
The terms of this Agreement shall inure to the benefit of
and shall be binding on the Company and shall be binding
upon and inure to the benefit of its respective successors
and assigns.
15. This Agreement constitutes the entire understanding of the
Company and you with respect to the subject matter hereof,
and supersedes all prior understandings, written or oral.
The terms of this Agreement may be changed, modified or
discharged only by an instrument in writing signed by the
parties hereto. A failure of a party to insist on strict
compliance with any provision of this Agreement shall not be
deemed a waiver of such provision or any other provision
hereof. The invalidity of unenforceability of any provision
of this Agreement shall in no way affect the validity or
enforceability of any other provision. In the event that
any provision of this Agreement is determined to be so broad
as to be unenforceable, such provision shall be interpreted
to be only so broad as is enforceable.
16. This Agreement shall be construed, enforced and interpreted
in accordance with and governed by the laws of the State of
New York without reference to the principles of conflicts of
law.
17. The payments hereunder will not constitute compensation for
any purpose under any retirement plan maintained by Chaus.
18. You understand that you may consider whether to agree to the
terms contained herein for a period of twenty-one days after
the date hereof. Accordingly, you may sign and return the
acknowledgment copy of this Agreement no later than July 8,
1994 to acknowledge your understanding of and agreement with
the foregoing. Prior to your signing this Agreement, you
are advised to consult with an attorney.
19. This Letter Agreement will become effective, enforceable and
irrevocable seven days after the date on which you sign it
(the "Effective Date"). During the seven-day period ending
the Effective Date, you may revoke your agreement to accept
the terms hereof by indicating in writing to the Company
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your intention to revoke. Of course, if you exercise your
right to revoke hereunder, you will forfeit your right to
receive any of the payments or benefits offered to you
hereunder.
Please acknowledge by your signature below that you have
consulted with your attorney with respect to this Agreement. If
you wish to accept the arrangement and agree to abide by the
conditions, including the release, please sign this letter in the
space provided below and return it to my office at 1410 Broadway,
New York, New York 10018.
Good luck and success in your future plans.
Sincerely,
Josephine Chaus
Chief Executive Officer
JC:cs
ACCEPTED AND AGREED:
I, Anthony M. Pisano, do hereby state that I have read and
understand the terms of this Agreement that has been offered to
me and that I have discussed this Agreement with an attorney. I
further state that I agree to fully abide by the terms of this
Agreement as described above. This Agreement will become
effective and irrevocable seven days from the date set forth
below, until which time I may withdraw my acceptance of this
Agreement.
June 17, 1994
(Date) (Anthony Pisano)