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EXHIBIT 10.1
April 12, 2000
Mr. Roger N. Farah
Venator Group, Inc.
112 West 34 Street
New York, New York 10120
Dear Roger:
You serve as Chairman of the Board of Venator Group, Inc. (the "COMPANY")
pursuant to the provisions of an Employment Agreement between you and the
Company dated as of August 16, 1999 (the "EMPLOYMENT AGREEMENT") and as a member
of the Board of Directors. You have submitted your resignation as Chairman of
the Board and as a director, effective April 12, 2000, and the Board of
Directors has accepted your resignation. This letter sets forth the agreement
between you and the Company with regard to certain matters related to the
termination of your employment. Capitalized terms used herein that are not
otherwise defined herein shall have the meaning provided for in the Employment
Agreement.
1. EMPLOYMENT. Your employment as Chairman of the Board of the Company shall end
as of April 12, 2000 (the "TERMINATION DATE").
2. COMPENSATION AND BENEFITS.
(a) BASE SALARY. The Company shall pay you your Base Salary through the
Termination Date.
(b) BONUS PLANS. You shall be entitled to receive a payment under the
Annual Plan for 2000 and under the Long-Term Plan for the 1999-2000 performance
period, prorated as of the Termination Date, in accordance with the terms of
your participation in such plans, if and when payments are made under such plans
for such periods to other executives of the Company participating therein. You
shall not be entitled to payments under the Annual Plan or the Long-Term Plan
for any other periods.
(c) STOCK OPTIONS. The vesting of that portion of the stock option
grant made to you on February 10, 1999 (the "FEBRUARY OPTION GRANT") that vests
on February 10, 2001 shall be accelerated to the Termination Date. The vesting
of the portions of the stock option grant made to you on April 14, 1999 (the
"APRIL OPTION GRANT") that vest on April 14, 2000 and on April 14, 2001 shall be
accelerated to the Termination Date. You shall have until April 11, 2002 to
exercise those portions of the February Option Grant and the April Option Grant
that are vested on the Termination Date, whereupon, if unexercised, such stock
options shall expire. The balance of the February Option Grant and the April
Option Grant are hereby cancelled. You shall have until July 11, 2000 to
exercise the stock options granted to you on December 11, 1994, whereupon, if
unexercised, such stock options shall expire.
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(d) RESTRICTED STOCK. The portion of the grant of restricted stock made
to you pursuant to the terms of the Restricted Stock Agreement dated April 26,
1999 that vest on January 31, 2001 shall vest on the Termination Date, and the
balance of such restricted stock grant is hereby forfeited.
(e) PENSION. You have been a participant in the Venator Group
Retirement Plan and the Venator Group Excess Cash Balance Plan, and you shall be
eligible to receive benefits under those plans in accordance with their terms.
You shall not be entitled to receive any payment or other benefit under the
Supplemental Executive Retirement Plan.
3. CONFIDENTIAL INFORMATION; NON-DISPARAGEMENT; NON-COMPETITION. After
the Termination Date, you shall continue to be bound by the provisions of
Section 10 of the Employment Agreement in accordance with the terms thereof. The
two-year period referred to in sub-sections (b) and (c) of such Section 10 shall
be the period from the Termination Date to and including April 11, 2002.
4. INDEMNIFICATION. The provisions of Section 11 of the Employment
Agreement shall continue to be binding upon the Company for the period following
the Termination Date in accordance with the terms thereof.
5. RELEASE. In consideration of all of the foregoing, you, for yourself
and for your heirs, executors, administrators, successors, and assigns, hereby
agree to release and forever discharge the Company and its subsidiaries and
affiliates, and their respective officers and directors, from any and all
actions, causes of action, claims, demands, and liabilities of whatsoever nature
arising out of, or in connection with, your employment with the Company and any
of its subsidiaries and affiliates, or otherwise, whether arising before or
after the date hereof. The foregoing shall include, but not be limited to, any
claim of employment discrimination under the Age Discrimination in Employment
Act of 1967, the New York State Human Rights Law, or any other federal or state
labor relation law, equal employment opportunity law, or civil rights law,
regulation or order. Federal law requires that we advise you to consult with an
attorney of your choice (at your own cost). In addition, federal law also
provides that you have 21 days from the date of this letter to consider your
decision to agree to the terms of this agreement, including any release of the
Company and its subsidiaries from liability as provided in this paragraph.
Furthermore, you have the right to change your mind at any time within one week
after signing. In addition, you hereby acknowledge that you have been given full
opportunity to review this letter, including sufficient opportunity for
appropriate review with any advisors selected by you. The foregoing shall not
constitute a release of any and all claims you may have against the Company for
breach of any of the provisions of this letter agreement.
You understand and agree that the payments and benefits provided for in
this agreement shall be in lieu of any and all amounts that would be payable to
you, and that no other amounts will be paid to you for any reason whatsoever.
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6. NOTICE. Any notice to the Company under the Employment Agreement or
hereunder shall be addressed to: Venator Group, Inc., 112 West 34 Street, New
York, New York 10120, Attention: General Counsel. Any notice to you under the
Employment Agreement or hereunder shall be addressed to your home address as
shown in the records of the Company. Either party may change the address to
which such notices are to be sent by written notice of such new address given to
the other party hereto.
7. TERMINATION OF EMPLOYMENT AGREEMENT. The Employment Agreement is
hereby terminated as of the Termination Date; provided, however, that those
provisions of the Employment Agreement that survive termination, whether
pursuant to their terms or pursuant to the provisions hereof, shall continue in
effect.
8. MISCELLANEOUS. This letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts to be performed therein. This agreement, along with those provisions
of the Employment Agreement that survive its termination, whether pursuant to
their terms or pursuant to the provisions hereof, represents the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes any prior agreements or understandings between the parties. The
terms and provisions of this letter agreement may not be modified or amended
except in a writing signed by both parties.
We would appreciate it if you would indicate your agreement to the
provisions of this letter by signing and returning the copy of this letter
enclosed for that purpose, whereupon this letter shall become a binding
agreement between us.
Yours truly,
VENATOR GROUP, INC.
By: /s/ Dennis M. Lee
Dennis M. Lee
Sr. Vice President - Human Resources
ACCEPTED AND AGREED:
/s/ Roger N. Farah
Roger N. Farah
Date: April 12, 2000
/s/ Patricia A. Peck
(Witness)
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