Exhibit 10.15
FORM OF TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement"), dated as of May
__, 2005, is entered into by and between Citi Trends, Inc., a Delaware
corporation (the "Company"), and Hampshire Management Company LLC, a Delaware
limited liability company and affiliate of Hampshire Equity Partners II, L.P.
(the "Consultant").
WHEREAS, the Company and the Consulting are parties to that
certain Amended and Restated Hampshire Management and Consulting Agreement,
effective as of February 1, 2004 (the "Consulting Agreement");
WHEREAS, the parties agree that upon the consummation of the
Company's initial public offering of its common stock, par value $.01 per share
(the "Common Stock"), they shall execute this Agreement, thereby terminating the
Consultant Agreement; and
WHEREAS, Hampshire and the Company wish to make certain
agreements with respect to the termination of the Consulting Agreement, upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and considerations herein set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Termination. The parties agree that upon the consummation
of the Company's initial public offering of its Common Stock the Consulting
Agreement shall be terminated and the provisions thereunder shall no longer be
valid or enforceable.
2. Consideration. As partial consideration for the termination
of the Consulting Agreement, the Company hereby agrees to pay to the Consultant,
$1.2 million prior to December 31, 2005. Such payment shall be recognized as an
expense by the Company upon the consummation of the offering.
3. Modification, Amendment, Waiver. No modification, amendment
or waiver of any provision of this Agreement shall be effective unless approved
in writing by the Company and the Consultant. The failure of either party at any
time to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the rights of the
party thereafter to enforce the provisions of this Agreement in accordance with
its terms.
4. Invalid or Unenforceable Provisions. Whenever possible,
each provision of this Agreement will be interpreted in such a manner as to be
effective and valid under applicable law, but if any term or provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
and this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein. The parties further agree that any court of competent jurisdiction is
expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing such unenforceable
provision from this Agreement in its entirety, whether by rewriting the
offending provision, deleting any or all of the offending provision, adding
additional language to this Agreement, or by making such other modifications as
it deems warranted to carry out the intent and agreement of the parties as
embodied herein to the maximum extent permitted by law. The parties expressly
agree that this Agreement as so modified by a court of competent jurisdiction
shall be binding upon and enforceable against each of them.
5. Entire Agreement. Except as otherwise expressly set forth
herein, this document embodies the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way.
6. Binding Effect; Assignment. All of the terms of this
Agreement shall inure to the benefit of and shall be binding upon the Company
and the Consultant and their respective successors and permitted assigns;
provided, however, that this Agreement may not be assigned without the prior
written consent of the other party hereto.
7. Remedies. The parties hereto will be entitled to enforce
their rights under this Agreement specifically (without posting a bond or other
security), to recover damages by reason of any material breach of any provision
of this Agreement and to exercise all other rights existing in their favor. The
parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party may
in its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief in order to
enforce or prevent any violation of the provisions of this Agreement. In the
event of any dispute involving the terms of this Agreement, the prevailing party
shall be entitled to collect reasonable fees and expenses incurred by the
prevailing party in connection with such dispute from the other parties to such
dispute.
8. Notices. Any notice or other communication in connection
with this Agreement shall be deemed to be delivered and received if in writing
(or in the form of a telex or telecopy) addressed as provided below (a) when
actually delivered, in person, (b) if telexed or telecopied to said address,
when electronically confirmed, (c) when delivered if delivered by overnight
courier or (d) in the case of delivery by mail, five (5) business days shall
have elapsed after the same shall have been deposited in the United States
mails, postage prepaid and registered or certified:
If to the Company, to:
Citi Trends, Inc.
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Attention: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
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Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Consultant, to:
Hampshire Management Company LLC
c/o Hampshire Equity Partners II, L.P.
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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9. Governing Law; Submission to Jurisdiction. All questions
concerning the construction, validity and interpretation of this Agreement will
be governed by the internal laws of the State of Delaware, without giving effect
to principles of conflicts of law. The parties hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of
the State of Delaware or the United States of America located in the State of
Delaware for any actions, suits or proceedings arising out of or relating to
this Agreement and the transactions contemplated hereby (and the parties agree
not to commence any action, suit or proceeding relating hereto except in such
courts), and further agree that service of any process, summons, notice or
documents by United States registered mail to a party in accordance with Section
8 hereof shall be effective service of process for any action, suit or
proceeding brought against such party in any such court and, absent any statute,
rule or order to the contrary, that each party shall have thirty (30) days from
actual receipt of any complaint to answer or otherwise plead with respect
thereto. The parties hereby irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in the courts of the State of
Delaware or the United States of America located in the State of Delaware, and
hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
10. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
11. Counterparts. This Agreement may be executed in separate
counterparts each of which will be an original and all of which taken together
will constitute one and the same agreement.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
COMPANY:
CITI TRENDS, INC., a Delaware corporation
By: _______________________________________
Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
CONSULTANT:
HAMPSHIRE MANAGEMENT COMPANY LLC, a Delaware
limited liability company
By: _______________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
[Termination Agreement]
