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Exhibit 10.5
November 10, 1998
Samuel Gaston
496 N. Ferndale Drive
Bigfork, Mt. 59911
Dear Ron:
This will confirm our recent discussions regarding our offer of employment that
was extended to you to join the Venator Group as Senior Vice President and Chief
Information Officer reporting to me.
The terms of our offer as discussed are outlined below:
Annual Base Salary: $400,000 ($33,333.34 paid monthly)
Annual Bonus Program: Participation in the annual bonus plan
50% of base salary at target. Bonus will
be pro-rated from date of hire to the
end of the fiscal year.
Fiscal Year Fiscal year 1998-1999
Bonus Guarantee: $50,000 (Payable in April 1999)
Fiscal year 1999 - 2000
$100,000 (Payable in April 2000)
Cash Sign-On Bonus: $50,000
Stock options: We will recommend a stock option grant
of 30,000 shares of the company's common
stock be awarded to you by the
Compensation Committee of the Board of
Directors as part of your sign on
package. You will be eligible to
participate in the annual share option
grant program at a level determined by
the Compensation Committee of the Board
of Directors commensurate with your
position in the organization.
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Long-Term Incentive Program: Prorated participation in the 1998-2000
and 2000 - 2001 periods, based on date
of employment.
Life Insurance: Company-paid 1x base salary.
Medical: $5,000 reimbursement - no gross-up.
Vacation: Four (4) weeks, plus 13 Company-paid
Holidays and two (2) personal days.
Severance: You will be a participant in the Senior
Executive Severance Agreement of which
we will provide a copy for you. If you
are discharged for any reason (except
cause) you will receive a lump sum
payment equal to a minimum of one (1)
years base salary less applicable taxes
(no other offsets allowable). You will
also receive full settlement of any
outstanding gross up benefits relating
to your relocation. Additional benefits
available in our Senior Executive
Severance Policy will also be made
available to you.
Financial Planning: Company-paid up to $10,000 for the first
year, $6,000 thereafter.
Relocation: In accordance with the policy for
homeowners, which includes moving your
household goods, three months temporary
living-including reasonable meals, two
trips a month to unite family, and
real estate locator fees related to
searching for a new residence.
Should you voluntarily choose to terminate your employment with the company, on
your own initiative, excluding catastrophic or serious health reasons, during
the first twelve (12) months of employment, you agree to reimburse the total
amount of the expenses incurred by the Company in connection with your
relocation expenses and signing bonus (gain net of taxes).
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We have agreed that your service as a director on the Boards of other
non-competing companies (retailers included) is desirable and authorized.
We are very enthusiastic about your joining our dynamic team. We know you will
grow personally and professionally in our exciting environment.
Please indicate your acceptance of the above noted terms by faxing a signed copy
of this letter to Connie Williams at (212) 553-2475 then returning the enclosed
original signed copy of this letter.
If you have any questions, please feel free to contact me directly.
We look forward to your joining us.
Very truly yours,
/s/ Samuel Gaston /s/ Dale Hilpert
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Samuel Gaston Dale Hilpert
11/10/98 11/10/98
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