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Exhibit 10.10(f)
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT ("Agreement"), executed this 29th day of
January, 1999, by and between SIMON FALIC ("Employee") and PERFUMANIA, INC., a
Florida corporation, its subsidiaries and affiliates (Perfumania, Inc. and its
subsidiaries and affiliates are hereinafter collectively referred to as "the
Company").
WITNESSETH
WHEREAS, Employee was employed by the Company and/or its predecessor
from the inception of the Company through January 29, 1999 ("Employee's
Employment");
WHEREAS, Employee's relationship with the Company as is being severed,
effective January 29, 1999; and
WHEREAS, Employee is hereby tendering his resignation as Chief
Financial Officer, Chief Operating Officer and a member of the Board of
Directors of the Company, effective January 29, 1999; and
WHEREAS, the Company and Employee wish to resolve all outstanding and
other matters relating to or in any manner connected with Employee's Employment.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. The above recitals are true and correct and are incorporated herein
by this reference.
2. On the date of this Agreement, Employee shall return to the Company
any and all documents, lists, data, confidential information, trade secrets,
equipment or other property in his possession belonging to the Company or
relating, in any manner, to the Company's relationship with Employee, except for
those required for the Consulting Services (as hereinafter defined).
3. Employee hereby releases the Company and the Company's predecessors,
shareholders, officers, directors, agents and/or employees, from any charge of
discrimination and all claims or causes of action including, but not limited to,
any claim or cause of action arising out of, under, or relating to Employee's
Employment, the severance of his employment relationship, the Civil Rights Act
of 1871 (42 U.S. C. Sec. 1981), the Labor Management Relations Act of 1947, the
Equal Pay Act of 1963, Title VII of the Civil Rights Act of 1964, the
Occupational Safety and Health Act of 1970, the Rehabilitation Act of 1973, the
Health Maintenance Organization Act of 1973, the Employee Retirement Income
Security Act of 1974, the Immigration Reform and Control Act of 1986, the
Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the
Family and Medical Leave Act of 1993, Executive Order 11141, Executive Order
11246, Executive Order 11375, Chapter 760 of the Florida Statutes, the Florida
Civil Rights Act of 1992, Chapter 11A of the Dade County Code and/or any other
state, federal or local law.
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4. Employee acknowledges and represents that he suffered no workplace
injury during the period of his employment.
5. In consideration of the matters contained herein, the Company shall
compensate Employee as follows (the "Settlement Package"):
(a) The Company shall pay to Employee the following sums corresponding
to Employee's salary for a three (3) year period (the "Salary
Payments"):
January 29, 1999 - January 28, 2000: $318,347.00 per annum
January 29, 2000 - January 28, 2001: $334,264.00 per annum
January 29, 2001 - January 28, 2002: $350,977.00 per annum
The foregoing sums shall be paid in equal consecutive biweekly
installments (i.e., every other week in accordance with the
Company's customary payroll practices); provided, however, that
in the event of a change of control of the Company, the Company
shall immediately pay Employee the entire balance of the Salary
Payments then outstanding in one lump sum payment.
(b) In consideration of a one-time fee of Three Hundred Thousand
Dollars ($300,000.00) payable by the Company to Employee
simultaneously with the execution hereof, Employee shall perform
such consulting services on behalf of the Company (the
"Consulting Services") as the Company may from time to time
request over a period of thirty-six (36) months from the date
hereof, provided, however, that (i) in no event shall Employee be
required to devote to such Consulting Services more than ten
percent (10%) of the time that Employee was required to work
while employed by the Company, and (ii) Employee's obligation to
perform such Consulting Services shall immediately end upon a
change of control of the Company.
(c) Employee may continue to participate in any health, disability or
life insurance plan, retirement plan or other employee benefit
plan maintained or implemented by the Company, to the extent
Employee is eligible to participate under the terms or
requirements of such plan.
Employee expressly acknowledges the adequacy of the Settlement Package
as consideration for the matters set forth herein. Wherever applicable, the
Settlement Package will be subject to withholding of taxes; therefore, the net
amounts actually received by Employee may be less than the amounts set forth
above.
6. The Company shall use its best efforts to release Employee from any
liability or contingent liability on any note, loan guaranty or other
obligation made by Employee to or for the benefit of the Company. Upon the
expiration or earlier termination or modification of the outstanding bank loan
from LaSalle National Bank to the Company, Employee shall be released from any
liability or contingent liability in connection therewith.
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7. The parties agree that this Agreement does not constitute an
admission of any violation by the Company of the laws identified in Paragraph 3
above. This Agreement is offered in settlement of any and all claims involving
the Company and Employee and is without prejudice to the Company.
8. The Company and Employee agree to keep the terms of this Agreement
strictly confidential and not to disclose the same to third parties, except
that:
(a) The Company and/or Employee may disclose the same as necessary to
secure legal and tax advice or as otherwise required by law;
(b) The Company may disclose the same as necessary to arrange for
execution of this Agreement and delivery of the Settlement Package
hereunder; and
(c) The Company may disclose the same as necessary to prevent
prosecution of an action in contravention hereof.
9. Employee has carefully read the foregoing Agreement, knows and
understands the contents thereof and its binding legal effect. He signs the same
of his own free will and act, and it is his intention that he be legally bound
hereby.
10. If any provisions in this Agreement are held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
11. In the event of any proceeding arising hereunder, venue shall be in
Dade County, Florida, and Florida law shall apply.
12. The Company and Employee agree that this Agreement sets forth all
the promises and agreements between them and supersedes all prior and
contemporaneous agreements, understandings, inducements or conditions, expressed
or implied, oral or written, except as herein contained.
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IN WITNESS WHEREOF, the Company and Employee have caused this Agreement
to be executed on the date set forth above.
WITNESSES:
THE COMPANY:
PERFUMANIA, INC., a Florida
corporation
/s/ Illegible By: /s/ Ilia Lekach
- --------------------------------- -------------------------------
Ilia Lekach
Chairman & CEO
/s/ Illegible
- ---------------------------------
EMPLOYEE:
---------
/s/ Illegible By: /s/ Simon Falic
- --------------------------------- -------------------------------
Simon Falic
/s/ Illegible
- --------------------------------
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgements, the foregoing instrument was acknowledged before me by Ilia
Lekach, the Chairman and Chief Executive Officer of Perfumania, Inc., freely and
voluntarily under authority duly vested in him by said corporation. He is
personally known to me or he has produced ____________ as identification.
WITNESS my hand and official seal in the County and State last
aforesaid this 29 th day of January, 1999.
/s/ Teresita Bermudez
----------------------------------------
Notary Public, State of Florida at Large
My Commission Expires:
/s/ Teresita Bermudez
----------------------------------------
Typed, printed or stamped name of
Notary Public
ccc: OFFICIAL NOTARY SEAL
TERESITA BERMUDEZ
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. 595222
MY COMMISSION EXP. 0CT. 22, 2000
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STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgements, the foregoing instrument was acknowledged before me by Simon
Falic, who is personally known to me or he has produced _______________________
as identification.
WITNESS my hand and official seal in the County and State last
aforesaid this 29th day of January, 1999.
/s/ Teresita Bermudez
----------------------------------------
Notary Public, State of Florida at Large
My Commission Expires: Teresita Bermudez
----------------------------------------
Typed, printed or stamped name of
Notary Public
ccc OFFICIAL NOTARY SEAL
TERESITA BERMUDEZ
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. 595222
MY COMMISSION EXP. 0CT. 22, 2000
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