February 28, 2003 Mr. Ira M. Dansky Executive Vice President, General Counsel and Secretary Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018
EXHIBIT 10.24
February 28, 2003
▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President, General Counsel and Secretary
▇▇▇▇▇ Apparel Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amended and Restated Employment Agreement as of April 4, 2002 between ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ Apparel Group, Inc. (the "Company") (the "Employment Agreement")
Dear ▇▇. ▇▇▇▇▇▇:
This will confirm our agreement to amend the terms and conditions of the Employment Agreement, as follows:
| 1. | On December 9, 2002, the
Compensation Committee of the Board of Directors of the Company
authorized the issuance to you of 30,000 shares of common stock of the
Company (the "Restricted Stock Grant") |
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| 2. | The Restricted Stock Grant is
intended to provide an incentive to, and to provide compensation in the
same manner as, grants of stock options previously made to you (and
certain other employees of the Company). Accordingly, certain provisions
of the Employment Agreement applicable to stock options are being
amended hereby to include shares of restricted stock therein. |
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| 3. | In consideration of the
Restricted Stock Grant, the Employment Agreement is hereby amended as
follows: |
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| (a) | Section 5(a) of the Employment Agreement is
hereby deleted in its entirety. |
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| (b) | Section 5(b) of the Employment Agreement is
hereby amended to read in its entirety as follows: Subject to the absolute authority of the Compensation Committee of the Board of Directors of the Company from time to time (i) to grant (or not to grant) to eligible individuals options ("Options") to purchase common stock of the Company ("Common Shares") and (ii) to issue (or not to issue) Common Shares of the Company subject to vesting requirements ("Restricted Shares"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed |
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| hereunder, the Executive will
receive Options and/or Restricted Shares annually beginning in calendar
year 2003, on the following terms and conditions (and any Options or
Restricted Shares so granted and issued shall be subject to the following
terms and conditions, which shall govern any conflicts between the terms
hereof and any terms and conditions in any stock option or restricted
stock agreement): |
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| (i) | Target awards will be in an amount (plus or
minus 25%) equal to 80% of Executive's salary; |
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| (ii) | For purposes of determining the number of
shares subject to a given Option or of Restricted Shares, the value of
such Option or Restricted Shares grant shall be determined using the
Black-Scholes valuation method, or another generally recognized valuation
method which is then being used uniformly by the Company for its senior
executives; |
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| (iii) | The exercise price per share of the Options
shall be not less than the fair market value of a Common Share on the date
of grant, and the Options shall expire on the tenth anniversary of the
date of grant; and |
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| (iv) | The Options or Restricted Shares shall vest
ratably on the first three anniversaries of the date of grant and shall
contain such other vesting restrictions as the Compensation Committee
shall determine; provided however, that all such Options or Restricted
Shares and all other options to purchase Common Shares and Restricted
Shares then held by the Executive which are not then vested (in the
aggregate being referred to as herein as "Accelerated
Options/Restricted Shares") shall become fully vested and immediately
exercisable during the remaining original term of each such Accelerated
Option, and all such Restricted Shares shall be immediately free of
restrictions, as the case may be, upon the occurrence of any of the
following events ("Acceleration Events"): Executive's Retirement
(as defined herein), death, Disability (as defined herein), a Change in
Control (as defined herein), and termination of Executive's employment by
the Company without Cause or by the Executive for Good Reason; and |
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| (v) | The Options and/or Restricted Shares shall be
granted on such other terms and conditions as are generally made
applicable to Options and Restricted Shares granted to the other senior
executives of the Company. |
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| (c) | Section 6(b)(ii) of the Employment Agreement is
hereby amended to read in its entirety as follows: In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Options/Restricted Shares which were held by the Executive at the time of the Executive's Retirement, death or the Disability Termination Date, shall become fully exercisable and shall remain exercisable by the Executive or by the Executive's estate or his representative during the remaining original term of the Accelerated Option in the case of the Executive's Retirement or Disability, or during the 3-year period following the date of the Executive's death, and all such Restricted Shares shall be free of restrictions, as the case may be. |
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| (d) | Section 6(c)(ii) of the Employment Agreement is
hereby amended to read in its entirety as follows:
In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Options/Restricted Shares which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and shall remain exercisable for the same period following termination as would apply if the Executive's employment had not terminated, and all such Restricted Shares shall be free of restrictions, as the case may be. |
Please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter agreement and by returning it to the Company.
Very truly yours,
▇▇▇▇▇ APPAREL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Agreed to in all respects:
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇
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