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EXHIBIT 10(y)
SEVERANCE
AGREEMENT
This SEVERANCE AGREEMENT (the "Agreement"), made and entered into this
12th day of October, 1994, by and between E. DOUGLAS GRINDSTAFF ("Grindstaff")
and GENESCO INC., a Tennessee corporation ("Genesco").
WITNESSETH
WHEREAS, Genesco and Grindstaff are parties to that certain Employment
Agreement dated April 22, 1992, as amended by an amendment thereto dated
December 8, 1993 (as amended, the "Employment Agreement");
WHEREAS, Genesco and Grindstaff desire to terminate Grindstaff's
employment with Genesco under the Employment Agreement upon the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the mutual premises herein
contained and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. RESIGNATION; TERMINATION OF EMPLOYMENT. Grindstaff
acknowledges that as of October 12, 1994 he resigned as (i) an officer,
employee and director of Genesco, (ii) an officer and director of all
subsidiaries of Genesco, whether or not wholly owned by Genesco and whether
owned directly or indirectly by Genesco and (iii) a member of any committees on
which he may have served for Genesco or any of its subsidiaries. Grindstaff
agrees not to take or attempt to take any further action on behalf of or
purportedly on behalf of Genesco or any of its subsidiaries and agrees to
remove all personal effects from Genesco's premises as soon as practicable.
Grindstaff agrees to immediately deliver to Genesco all property of Genesco or
any of its subsidiaries in his possession, including, without limitation, (a)
all written materials, records and documents whether or not generated by
Grindstaff, and all copies, summaries or compilations thereof, which concern
the business, finances or affairs of Genesco or any of its subsidiaries and (b)
any credit cards furnished to him by Genesco or any of its subsidiaries;
provided, however, that Grindstaff shall be entitled to receive the furniture
in his office, including the computer on his desk.
2. BENEFITS. Genesco agrees to pay to Grindstaff monthly
severance payments, each in an amount equal to the monthly base salary
currently provided for in the Employment Agreement ($41,666.67) and payable on
the 20th day of each month (including October 20) through and including April
20, 1996. Grindstaff hereby agrees that, except as provided below, these
payments shall be in lieu of all compensation, payments and benefits to which
he is otherwise entitled under the terms of the Employment Agreement, any
change in control agreement with Genesco or its subsidiaries, Genesco's 1994
Management Incentive Compensation Plan, Genesco's 1995 Management Incentive
Plan, any long-term incentive
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plan, any restricted stock plan, insurance program or plan or any other plans,
agreements or arrangements with Genesco or any of its subsidiaries. Grindstaff
shall continue to be entitled to any vested pension benefits to which he is now
entitled. Grindstaff and his dependents shall continue to receive medical
insurance benefits pursuant to the Genesco health insurance program until the
earlier of Grindstaff obtaining health insurance benefits from an entity other
than Genesco or April 20, 1996. Thereafter, Grindstaff may purchase health
insurance benefits to the extent provided under COBRA. Grindstaff shall be
entitled to continue to receive at Genesco's expense life insurance coverage
(and any cash surrender build up therein) as is currently provided to him
through April 20, 1996, subject to Grindstaff's insurability at rates
comparable to those now paid by Genesco. Grindstaff shall be entitled to
participate in reasonable out-placement assistance. Grindstaff shall be
entitled to continue to receive the car allowance he now receives until April
20, 1996. Grindstaff shall be entitled to reimbursement of reasonable
relocation expenses (not to exceed $10,000) if he should move from the
Nashville metropolitan area within 12 months from the date hereof. Further,
Grindstaff shall be entitled to the reimbursement of the real estate commission
paid in connection with the sale of his residence (not to exceed $50,000) if he
should move from the Nashville metropolitan area within 12 months from the date
hereof. All other employment benefits (including but not limited to benefits
provided for in Sections 3, 4, 7, 9, 10 and 13 of the Employment Agreement) for
Grindstaff shall cease on the date hereof; provided that stock options
previously granted to Grindstaff by Genesco shall continue to be governed by
the terms of such stock options and all plans and agreements related thereto.
Grindstaff shall forfeit immediately any unpaid amounts and benefits due
pursuant to this Section 2 in the event of any material breach by him of any
covenants contained in this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF GRINDSTAFF. Grindstaff has
the full right, power and authority to enter into this Agreement. This
Agreement has been duly and validly executed and delivered by Grindstaff and
constitutes a valid and binding obligation on his part, enforceable against him
in accordance with its terms. The execution, delivery and performance of this
Agreement will not, with or without the giving of notice or the passage of time
or both, (a) violate any judgment, injunction or order of any court, arbitrator
or governmental agency applicable to Grindstaff, or (b) conflict with, result
in the breach of any provision of or constitute a default under any agreement
or instrument to which Grindstaff is a party or by which he may be bound.
4. REPRESENTATIONS AND WARRANTIES OF GENESCO. Genesco hereby
represents and warrants that it is a corporation duly organized and validly
existing in good standing under the laws of the State of Tennessee and has all
requisite corporate power and authority to enter into and perform all of its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by Genesco and all the transactions contemplated hereby have
been duly authorized by all necessary corporate action on its part. This
Agreement has been duly executed and delivered by Genesco and constitutes a
valid and binding obligation on its part, enforceable against it in accordance
with its terms. The execution, delivery and performance of this Agreement will
not, with or without the giving of notice or the passage of time or both, (a)
violate any judgment, injunction or order of any court, arbitrator or
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governmental agency applicable to Genesco, or (b) conflict with, result in the
breach of any provision of or constitute a default under any agreement or
instrument to which Genesco is a party or by which it may be bound.
5. COVENANTS BY GRINDSTAFF. From and after the date hereof and
for a period of six months from the date hereof, (i) Grindstaff will take no
action to dissipate or negatively affect the goodwill, business, prospects or
reputation of Genesco or its relationship with its employees, customers,
suppliers, competitors, shareholders, lenders, prospective investors,
prospective purchasers of any businesses or assets of Genesco or others, (ii)
Grindstaff will for 60 days after the date hereof cooperate reasonably on a
non-full-time basis with Genesco, its employees, agents and representatives to
assist Genesco's business and operations and (iii) for a period of two years
after the date hereof, Grindstaff will not, directly or indirectly, for
whatever reason, whether on his own behalf or on behalf of anyone else: (a)
solicit, employ, deal with or interfere with Genesco or any of Genesco
Subsidiaries' contracts or relationships with any employee, officer or
director, whether such person is employed by or associated with Genesco or a
Genesco Affiliate on the date hereof or during such two year period or (b)
solicit, accept, deal with or otherwise interfere with any of Genesco's or a
Genesco Subsidiaries' contracts or relationships with any customer, client or
supplier of Genesco or any Genesco Affiliate; provided, however, that this
clause shall not be construed to constitute a covenant restricting competition
by Grindstaff against the Company.
Grindstaff acknowledges that the provisions of this Section 5 are
essential to the operations and business of Genesco and further acknowledges
that the application or operation of the provisions of this Section 5 does not
involve a substantial hardship upon his future livelihood. If any court
determines that any of the provisions of this Section 5 are unenforceable in
any respect, such court shall be empowered to substitute, to the extent
enforceable, provisions similar to this Section 5 or other provisions so as to
provide Genesco, to the fullest extent possible, the benefits and protections
intended by this Section 5.
6. RELEASE. Effective immediately, Grindstaff releases and
discharges Genesco, each subsidiary and affiliate of Genesco and each present
and former director, officer and employee of Genesco or any subsidiary or
affiliate of Genesco (collectively "Genesco Affiliates") from all manner of
claims, actions, causes of action or suits, in law or in equity, which
Grindstaff has or hereafter can, shall or may have against Genesco or Genesco
Affiliates or any of them by reason of any matter, cause or thing whatsoever,
arising out of an event or matter occurring prior to the date hereof, including
any action arising from or during his employment with Genesco, resulting from
his termination of such employment or related to his status as a shareholder,
officer, employee or participant in any Genesco employee benefit plan, except
for any claims or action Grindstaff may have that results from a breach of
Genesco's obligations under this Agreement or a failure by Genesco to perform
its obligations under this Agreement. From and after the date hereof,
Grindstaff agrees and covenants not to sue or initiate arbitration, or threaten
suit or arbitration against, or make any claim against, Genesco or any Genesco
Affiliate for or alleging any of the claims,
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actions, causes of action or suits as discussed above. Grindstaff acknowledges
that this release includes but is not limited to all claims arising under
federal, state or local laws prohibiting employment discrimination and all
claims growing out of any legal restrictions on Genesco's right to terminate
its employees. This release specifically encompasses all claims of employment
discrimination based on race, color, religion, sex, handicap and national
origin, as provided under Title VII of the Civil Rights Act of 1964, as
amended, the 1991 Civil Rights Act, all claims of discrimination based on age,
as provided under the Age Discrimination in Employment Act of 1967, as amended,
all claims of discrimination based on handicap, as provided in the Americans
with Disabilities Act, as amended, and all claims of employment discrimination
under state law as provided under Tennessee Code Annotated Sections 8-50-103
and 4-21-401, et seq. Notwithstanding anything hereto to the contrary,
Grindstaff shall not be deemed to have released the Company's obligation to
Grindstaff, if any, under indemnification provisions of the Company's charter
or bylaws, whether or not covered by insurance, or any rights Grindstaff may
have under any directors' and officers' liability policy. Nothing herein shall
limit Grindstaff's ability to seek contribution from directors for liabilities
for claims brought by third parties who are unrelated to Grindstaff. Genesco
and the Genesco Affiliates hereby release Grindstaff from all claims, actions,
causes of action or suits, in law or in equity, which Genesco or the Genesco
Affiliates have or hereafter can, shall or may have against Grindstaff by
reason of any matter, cause of action or thing whatsoever, arising out of an
event or matter occurring prior to the date hereof, including any alleged
breach by Grindstaff of the Employment Agreement or based on his actions as an
employee, officer or director of Genesco or a Genesco Affiliate, except for
matters relating to a breach of fiduciary duty by Grindstaff of which Genesco
is not now aware.
7. CONFIDENTIALITY. Other than as set forth in this Section 7,
both Grindstaff and Genesco agree not to disclose the terms and provisions of
this Agreement or any circumstances surrounding its execution to anyone other
than Genesco's Board of Directors, Genesco's lenders and counsel or as may be
required by law, regulation or court order; except that Grindstaff may disclose
the circumstances surrounding the execution of this Agreement and Sections 5
and 7 hereof to a prospective employer. In addition, for a period of two years
from and after the date hereof, Grindstaff agrees that he will keep
confidential and not appropriate any (i) trade or business secrets of Genesco
and Genesco Affiliates, (ii) information relating to Genesco and Genesco
Affiliates' customers and suppliers and their business habits, (iii) personnel
policies, (iv) business relations information or customer lists, (v) business
or financial strategies of Genesco, (vi) financial or other performance data,
(vii) pricing policies or strategies, or (viii) any other proprietary or
confidential information of Genesco and Genesco Affiliates, whether or not
obtained with the knowledge and permission of Genesco or any Genesco Affiliates
and whether or not developed, devised or otherwise created in whole or in part
by his efforts.
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8. MISCELLANEOUS.
a. Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of
Genesco, its successors and assigns, and Grindstaff, his
heirs, personal representatives, successors and assigns.
b. Survival. All representations and warranties
contained in this Agreement shall survive the execution and
delivery hereof.
c. Specific Performance. The parties hereto
agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be
entitled to injunctive relief to prevent breaches of this
Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state thereof
having jurisdiction, this being in addition to any other
remedy to which they are entitled under this Agreement or at
law or in equity. In addition, a party that is required to
enforce the terms and provisions of this Agreement and is
successful therein shall be reimbursed by the other party for
all costs and expenses, including reasonable legal fees, that
it may incur with respect to such enforcement.
d. Entire Agreement. This Agreement constitutes
the entire agreement between Genesco and Grindstaff relating
to the subject matter hereof and there are no terms other than
those contained herein. To the extent that there is any
conflict between the terms and provisions of the Employment
Agreement or any other agreements related to compensation or
benefits and this Agreement, the terms and provisions of this
Agreement shall prevail. This Agreement may not be modified
or amended except in a writing signed by the parties hereto.
e. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Tennessee without giving effect to principles of
conflicts of law.
f. Counterparts. This Agreement may be executed
in counterparts, which together shall constitute one and the
same agreement.
g. Enforceability. If any provision of this
Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions, or in
all jurisdictions, because it conflicts with any provisions of
any constitution, statute, rule or public policy, or for any
reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or
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unenforceable in any other case or circumstance, or of
rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
If any provision of this Agreement shall be held or deemed to
impose restrictions which are too broad, too lengthy or
otherwise unreasonable, the parties hereto agree to be bound
by a court's decision as to what restrictions would be
reasonable and acknowledge that such court has the authority
and discretion to make such a determination.
h. Acknowledgement by Grindstaff. Grindstaff
hereby acknowledges that he has carefully read and fully
understands all the provisions of this Agreement. He further
acknowledges that this Agreement sets forth the entire
agreement between himself and Genesco with respect to the
subject matter of this Agreement. Finally, Grindstaff hereby
acknowledges that, in considering whether to sign this
Agreement, he has not relied upon any representation or
statement, written or oral, not set forth in this Agreement
and that he has not been threatened or coerced into signing
this Agreement by any official of Genesco and that he has
read, understood, and fully and voluntarily accepts the terms
of this Agreement.
i. Captions. The captions herein are for
purposes of identification only and shall not be considered in
construing this Agreement.
GENESCO INC.
By: /s/ Harry D. Garber
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Name: Harry D. Garber
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Title: Chairman
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/s/ E. Douglas Grindstaff
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E. DOUGLAS GRINDSTAFF
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