1
Exhibit 10(aa)
November 3, 1994
[Name of Employee]
Dear [Employee]:
As an inducement for you to continue your employment by GENESCO Inc.
(the "Company"), I am pleased to confirm to you the following pursuant to
authorization of the compensation committee of the board of directors on
November 3, 1994:
1. If the Company terminates your employment prior to January 31,
1996 for any reason other than for Cause (as defined in paragraph 2 below), you
will be entitled (i) to receive on the 20th of each month for a period of 365
days following the date of such termination (the "Severance Period") severance
payments at a rate equal to your monthly base salary in effect immediately
prior to the date on which a decision is made to terminate your employment (but
not less than your monthly base salary as of the date of this agreement),
reduced by the amount of any other compensation you may earn from other
employment (including earnings from self-employment) during each month, and
(ii) to continue your and your dependents' health benefits under the Company's
health insurance program (including the executive optional benefit plan) to the
extent of the availability mandated by COBRA. In such event, until the earlier
of your obtaining health insurance benefits from an entity other than the
Company or the date which is 12 months after your termination without Cause,
the Company will bear the cost of such health insurance under COBRA. You will
certify to the Company each month as to whether you are engaged in other
employment and the amount of compensation earned therefrom, and whether you are
covered by health insurance benefits provided by an entity other than the
Company. This severance arrangement is in lieu of any severance pay benefits
you might otherwise be entitled to receive, including any benefits provided
under the Company's Severance Pay Plan for Monthly-Paid Salaried Employees.
2. The term "Cause" as used herein means (i) conviction of a
felony, (ii) the incurrence of a mental or physical disability continuing for a
period of 180 consecutive days which renders you unable to carry out your
duties or
2
responsibilities as an executive employee of the Company, whether by reason of
accident, illness or otherwise, (iii) failure to make all reasonable efforts to
follow the express lawful directives of the Company's board of directors, its
chief executive officer or any executive to whom you report, (iv) violation of
the Company's policies on ethical business conduct, (v) failure faithfully to
perform your duties as an employee of the Company or (vi) intentional or
grossly negligent misconduct by you injurious to the interest of the Company.
"Cause" shall not include mere bad business judgment or any acts or omission,
not covered by Items (i) through (v) above, reasonably believed by you in good
faith to have been in or not opposed to the best interest of the Company.
3. This agreement sets forth our entire agreement with respect to
the matters covered herein (and supersedes our letter agreement dated
____________________, 199__.) However, this agreement does not supersede your
employment agreement dated as of ____________________, 199___ (the "Employment
Agreement") which has not become effective. This letter agreement and the
obligation of the Company to you hereunder shall terminate in the event the
Employment Agreement becomes effective upon a "change- in-control" as defined
in such agreement.
4. This agreement shall not be construed to limit in any way the
Company's ability to terminate your employment at any time with or without
cause or otherwise to change from time-to-time your duties, the location of
your primary employment or any of the other terms and conditions of your
employment.
5. By entering into this agreement, you hereby covenant and agree
that you will keep confidential and not appropriate any (i) trade and business
secrets or other methods of the Company, (ii) information relating to the
Company's customers and their business habits, (iii) personnel policies, (iv)
business relations information or customer lists, (v) proprietary designs or
specifications, (vi) financial or other performance data, (vii) pricing
policies or strategies, (viii) any other proprietary or confidential
information of the Company, whether or not obtained with the knowledge and
permission of the Company or any subsidiary of the Company and whether or not
developed, devised or otherwise created in whole or in part by your efforts.
6. This agreement shall be construed in accordance with the laws
of the State of Tennessee applicable to contracts made and to be wholly
performed within that State.
3
7. No provision of this agreement may be modified or waived,
unless such modification or waiver is agreed to in writing and is signed by you
and another executive officer of the Company.
8. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this agreement.
Please confirm that the foregoing accurately sets forth our agreement
by signing and returning to me the enclosed copy of this letter.
Very truly yours,
GENESCO INC.
-------------------------------------
David M. Chamberlain
President and Chief Executive Officer
DMC:gb
CONFIRMED:
- ------------------------------------------
Date:
-------------------------------------