February 28, 2003 Mr. Wesley R. Card Chief Financial and Operating Officer Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018
EXHIBIT 10.22
February 28, 2003
▇▇. ▇▇▇▇▇▇ ▇. Card
Chief Financial and Operating Officer
▇▇▇▇▇ Apparel Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
| Re: | Amended and Restated Employment Agreement made March 11, 2002 between ▇▇▇▇▇▇ ▇. Card and ▇▇▇▇▇ Apparel Group, Inc. (the "Company") (the "Employment Agreement") |
Dear Mr. Card:
This will confirm our agreement to amend the terms and conditions of the Employment Agreement, as follows:
| 1. |
By unanimous written consent dated
January 23, 2003 (the "Consent"), the Board of Directors of the
Company authorized the issuance to you of 150,000 shares of common stock
of the Company (the "Restricted Shares") on the terms and
conditions set forth in the Consent (the "Restricted Stock
Grant"), a copy of which is attached hereto as Attachment A. |
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| 2. |
The Restricted Stock Grant is
evidenced by the Restricted Stock Agreement attached hereto as Attachment
B and is being executed and delivered by the parties contemporaneously
with the execution hereof. |
|
| 3. |
In consideration of the Restricted
Stock Grant, the Employment Agreement is hereby amended as follows: |
|
| (a) | Sections 5(a), 5(b), 5(c) and 5(d) of the
Employment Agreement are hereby deleted in their entirety. |
|
| (b) | Section 5(f) 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 hereunder, the Executive will receive Options and/or Restricted Shares |
|
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| 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 150% 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. |
|
| (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/ ▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
Agreed to in all respects:
/s/ ▇▇▇▇▇▇ ▇. Card
▇▇▇▇▇▇ ▇. Card
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