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| EXHIBIT 10.24 |
January 4, 2023
Jim Gooch
[Address Omitted]
VIA EMAIL
Dear Jim,
This letter memorializes the terms of your transition from your role as President and Chief Financial Officer of Lands’ End, Inc. (“Lands’ End” or the “Company”). Reference is made herein to your Amended and Restated Executive Severance Agreement dated July 2, 2021 (the “ESA”). Capitalized terms used in this letter but not otherwise defined have the meaning set forth in the ESA.
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through March 31, 2023, you shall remain eligible for any outstanding cash payout opportunity related to the Company’s 2020 Long-Term Incentive Program payable in respect of periods preceding March 31, 2023. Any compensation or benefits that you hold (including, without limitation, equity awards), or for which you are otherwise eligible, and that are unvested as of immediately prior to the termination of the Continued Employment Period shall be forfeited automatically for no consideration as of the termination of the Continued Employment Period.
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are subject to your agreement to notify Lands’ End in writing within five days following your commencement of service with a New Employer.
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and the Company or its affiliates or included in any other plan or arrangement of the Company or its affiliates, shall terminate as of the date hereof (and that this letter supersedes any term sheet or similar document in respect of the subject matter hereof provided to you in connection with discussions of this letter), and the only benefits available to you shall be as set forth herein. Without limiting the generality of the foregoing, you further acknowledge and agree that all of the changes to the terms and conditions of your employment or service to the Company and its affiliates contemplated by this letter are made with your consent and shall not constitute a basis for you to claim severance (for Good Reason or otherwise) under the ESA or any other plan, agreement or arrangement of Company or its affiliates.
[END OF DOCUMENT. SIGNATURES ON NEXT PAGE.]
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Sincerely,
/s/ Josephine Linden
Josephine Linden
Chair, Board of Directors
Lands’ End, Inc.
[Signature Page to Gooch Transition Letter Agreement]
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Accepted and agreed this 4th day of January, 2023:
/s/ Jim Gooch
Jim Gooch
[Signature Page to Gooch Transition Letter Agreement]
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