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EXHIBIT 10.1
FINAL
To: Jay Margolis
From: Paul Fireman
Date: October 19, 2004
As you have been informed, the decision has been made to terminate your
employment with Reebok International Ltd. (the "Company," "Reebok" or "RIL")
effective as of November 30, 2004 (the "Separation Date") pursuant to Section
10F of the Employment Agreement between you and Reebok that became effective
December 5, 2001 (the "Employment Agreement"). By your signature below, you
resign as a member of RIL's Board of Directors, as President and Chief Operating
Officer and as an executive officer of RIL effective immediately. Your actual
employment with RIL will not end until November 30.
In order to help minimize the financial disruption and assist you
through this transition, the Company offers you the following severance benefits
in accordance with the terms and conditions of this letter agreement (the
"Agreement") and pursuant to Section 11C of the Employment Agreement.
SEVERANCE BENEFITS
A. SALARY CONTINUATION. Reebok agrees to pay your present base salary
for up to eighteen (18) months beginning as of December 1, 2004, and continuing
until May 31, 2006, or the date you secure new employment, whichever occurs
first (the "Severance Period"). These payments will be subject to all applicable
federal and state taxes and other employment related deductions. For purposes of
this Agreement, "new employment" shall mean a full-time job; or a part-time job
or consulting relationship in which you earn a substantial portion of your
previous compensation at RIL, as determined by the Company in its sole
discretion. "New employment" for this purpose shall not include employment in
teaching, government, public service or service as a corporate director, or work
for fewer than twenty-five (25) hours per week either as a consultant or
employee of a not-for-profit company. If you obtain new employment before May
31, 2006, the Company will pay you, within two weeks of being notified of such
new employment, a lump sum cash amount equal to one-half of the remaining
portion of your salary continuation. Notwithstanding the foregoing, if you are
re-hired by Reebok or re-hired by any Reebok subsidiary or affiliated
organization, your salary continuation and all other severance benefits will
cease on the date of such re-employment and you will not be entitled to any lump
sum or other payment. You should understand, however, that the Company and its
affiliated organizations have no obligation to rehire you as an employee. To the
extent any such time exists, you will also be paid for all previously accrued,
but unused, vacation time as of the Separation Date.
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B. BONUS. Pursuant to the terms of the 2004 Global Performance
Incentive Plan and Section 4(i) of the Employment Agreement, you will not be
eligible to receive a bonus for calendar year 2004.
C. BENEFITS. To the same extent you are currently enrolled in such
programs, Reebok will continue your participation in its medical and dental
insurance programs through the end of May 2006, or the last day of the month in
which you obtain other employment or secure other insurance coverage, whichever
is earlier. Thereafter, you will be eligible for continuation of these benefits
under the federal law known as COBRA. You will receive detailed information
about COBRA, and how to elect coverage, upon reaching the end of the Severance
Period. If you elect COBRA, your qualifying start date will be the last day of
the Severance Period. In addition, Reebok will continue your participation in
its life and supplemental life insurance and AD&D programs through the end of
the last day of month in which Severance Period ends, or the last day of the
month in which you obtain other employment or secure other insurance coverage,
whichever is earlier. During the 30 day period following the end of the
Severance Period you may elect to convert such insurance to an individual
policy. You agree that, with the exception of the foregoing, your participation
in all other Company benefit programs will terminate on the Separation Date.
Please be aware that any money you have in the Reebok Retirement and
Profit-Sharing Plan and/or Executive Deferred Compensation Plan will be treated
according to the provisions of the applicable plans. For your information, as of
September 30, 2004, your current vested balance in the Executive Deferred
Compensation Plan (which includes any deferred salary and bonuses) is
$1,126,474.09. You should contact Ted Manley in the Benefits Department to
discuss procedures and timing for the distribution of this amount.
D. OUTPLACEMENT. The Company will also arrange for outplacement
services to be provided to you by the outplacement firm of Transitions Solutions
for a period of 12 months. The services will be available starting upon the
effective date of this Agreement, but must be commenced within 30 days of
starting the Severance Period.
E. STOCK OPTIONS AND RESTRICTED STOCK. Any vested unexercised options
to purchase Reebok Common Stock that you hold as of the Separation Date, as set
forth in the first table on SCHEDULE 1, may be exercised by you at any time
before March 18, 2005, after which they will be automatically canceled. In
exchange for your continued and active assistance with transition matters for at
least two months after the Separation Date and for your compliance with all of
the continuing obligations discussed in this Agreement, you will be allowed to
vest in the two options coming due in December 2004, and the option tranch
coming due in December 2005 as set forth in the second table on SCHEDULE 1. The
December 2004 options, once vested, may be exercised before March 18, 2005,
after which they will be automatically canceled. The December 5, 2005 tranch,
once vested, may be exercised before March 5, 2006, after which they will be
automatically canceled. SCHEDULE 1 sets forth key information on these specific
grants and the future vesting dates. In order to confirm these numbers and
exercise these options you must contact our stock option program administrator,
Merrill Lynch. Their phone number is 866/RBK-INTL.
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Pursuant to the explicit terms of Section 6 of your Restricted Stock
Certificate dated December 5, 2001, all 100,000 shares of restricted stock (the
"Restricted Shares") will be accelerated and all restrictions removed as of the
Effective Date. You shall cooperate to effect delivery of the Restricted Shares
in accordance with the terms of all federal and state laws and regulations as
interpreted by Company counsel. Without in any way limiting the generality of
the foregoing, the Company may require that the certificate(s) representing
Restricted Shares bear a legend restricting the transfer thereof except upon
compliance with the conditions stated herein and the federal and state
securities laws and that you, as a condition for delivery, make such
representation or agreement, if any, as may be required in the opinion of such
counsel to avoid violation of any laws or regulations, including without
limitation, the registration or other provisions of the Securities Act of 1933.
No Restricted Shares will be delivered to you unless and until you remit to the
Company an amount sufficient to satisfy any federal, state or local withholding
tax requirements (including, without limitation, any amount required under
FICA), or makes other arrangements satisfactory to the Company with regard to
the payment of such taxes. We have calculated the current employment withholding
tax requirement as $1,459,997.
F. MISCELLANEOUS. Your personal car and expense allowances will end
upon the commencement of the Severance Period.
G. NON-COMPETE AND NON-RECRUITMENT. As provided for in Section I.B of
the Non-Competition Agreement entered into and signed in connection with the
execution of the Agreement as Exhibit C (the "Non-Competition Agreement"),
Reebok hereby waives, EXCEPT in the case of and/or as regards Nike, Adidas,
Timberland, K Swiss, Puma, Stride Rite, New Balance, VF Corporation and Russell
Corporation, and their parents, subsidiaries, divisions, successors and
affiliates (the "Prohibited Companies"), its option to extend the
Non-Competition Requirement past the Separation Date. Notwithstanding that
waiver, or anything else contained in this Agreement or in the Non-Competition
Agreement and/or in the Employment Agreement, Reebok, as provided for in Section
I.B.(1) of the Non-Competition Agreement, elects hereby to extend the duration
of the Non-Competition Requirement for twelve (12) months from the Separation
Date. By way of example only, but in no way limiting or modifying the forgoing,
you shall be permitted to immediately seek and obtain employment with any
company that is not a Prohibited Company, but you are not permitted and shall
not, directly or indirectly, own, manage, operate, control, invest in, make
loans or advances to, be employed by, act as an officer, director, agent or
consultant for, or be in any other way connected with, any of the Prohibited
Companies.
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Notwithstanding the forgoing and/or anything contained in this
Agreement and/or in the Non-Competition Agreement and/or in the Employment
Agreement, the remaining provisions of the Non-Competition Agreement shall
remain in force and effect, including but not limited to the prohibitions
contained in paragraph II of the Non-Competition Agreement and Paragraph 6 of
the Company's Standard Employee Agreement that prohibits you from soliciting,
hiring, attempting to hire, or assisting in hiring any employee of Reebok or any
of its subsidiaries or affiliates, or otherwise persuading or attempting to
persuade any such employee to discontinue his/her employment relationship with
Reebok or any of its subsidiaries or affiliates (the "Prohibited Hiring
Activities"), for a period of eighteen (18) months following the Separation
Date. By way of example, but in no way limiting or modifying the forgoing, you
may immediately seek and obtain employment with any company that is not a
Prohibited Company, but may not, under any circumstances engage in the
Prohibited Hiring Activities.
Without limiting or in any way modifying the forgoing, Employee may in
good faith request that Reebok further waive the Non-Competition Requirement as
regards one or more of the Prohibited Companies; PROVIDED, HOWEVER, that, as
provided for in the Non-Competition Agreement, it shall remain throughout the
Non-Competition Requirement in Reebok's sole discretion to decide whether and/or
to what extent to grant any such waiver and you, by signing this Agreement,
acknowledge the same.
H. CONTINUING OBLIGATIONS. Please be aware that the payment and
provision of the severance benefits will be contingent upon your continuing to
make active, good faith efforts to find new employment.
In exchange for the Company providing the severance benefits set forth
in this Agreement, you agree to provide information and services (including
without limitation, cooperation in litigation and transition assistance) to
Reebok, if so requested, during the Severance Period for no additional
compensation. This includes signing, and providing information to assist with
the completion of, any and all necessary Board and corporate executive officer
filings. The Company will continue to complete and file all mandatory SEC and
NYSE corporate documents on your behalf for transactions in RIL stock. In
addition, you must meet with the CEO and other Company executives as requested
during the remainder of your active employment and for the Severance Period. All
of these post-Separation Date services, however, shall not exceed sixteen (16)
hours per week during the Severance Period.
As part of this Agreement, you agree to cooperate with the Company
(including without limitation, responding to inquiries by and providing relevant
information to, the Legal Department, and testifying both in court and at
depositions as to facts related to your employment) in connection with any
litigation or legal dispute currently pending and any future litigation or legal
dispute that relates to the operations of the Company during the term of your
employment with the Company. The Company will reimburse you for any reasonable
out of pocket costs incurred by you in connection with your cooperation
hereunder.
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You agree that you will comply with the obligations set forth in the
Reebok Employee Agreement and your Employment Agreement, and that after the
Separation Date, you will comply with the post-termination obligations of those
agreements. Furthermore, you agree, as a condition of this Agreement, not to
discuss with any third party, other than prospective employers, your attorney or
other advisor or family members, anything related to the termination of your
employment or the terms of this Agreement.
You also agree that you will not disparage or make damaging or
unfavorable statements regarding the Company or any of its subsidiaries,
divisions, employees, products, policies, decisions, advertising, marketing or
other programs (the "Reebok Entities") to anyone, including without limitation,
current and former employees, customers, vendors, suppliers, factories, the
press and industry financial analysts. You will also not speak favorably of
competitors or their products in a manner that has the effect of discrediting
Company Products or promoting the products of a competitor. In addition, without
the express approval of the Chief Executive Officer, you shall not communicate
in any capacity with the press or any industry financial analyst during the
remainder of your active employment and during the Severance Period (with a
minimum of one year from the Separation Date) on matters pertaining to Reebok
Entities.
You recognize that any violation of these post-termination continuing
obligations (including without limitation, your non-disparagement,
non-recruitment, confidentiality and non-competition obligations) may result, in
the Company's sole discretion, in the immediate cessation of your Salary and
Benefits continuation and the immediate cancellation of any unvested stock
options. These negative results will not in any way curtail Reebok's ability to
seek additional redress in the form of injunctions or damages, as appropriate,
based on any violations.
Reebok wants to be certain that the payment and provision of the
severance benefits set forth in this Agreement will resolve any and all
dissatisfactions that you might have and, in that regard, requests that you
carefully consider the following Release of All Claims. The provision of these
financial and other benefits is conditioned upon your signing this Agreement,
which includes the following Release of All Claims.
RELEASE OF ALL CLAIMS
This Agreement shall be in complete and final settlement of, and
releases the Company and all those connected with it from any and all causes
of action, claims, demands or liabilities (whether or not currently known or
suspected to exist by you) that you have had, now have or may now have, in
any way related to your employment, events or actions occurring during the
course of your employment, and the termination of your employment, or
pursuant to any federal, state or local law or regulation, including, but not
limited to: any alleged violation of The National Labor Relations Act, as
amended; Title VII of the Civil Rights Act of 1964, as amended; Sections 1981
through 1988 of Title 42 of the United States Code, as amended; the Fair
Labor Standards Act, 29 U.S.C. sec. 201, ET SEQ., the Age Discrimination in
Employment Act of 1967, 29 U.S.C. ss.623, ET SEQ. as amended, the Employee
Retirement Income Security Act of 1974, 29 U.S.C. sec 1001, ET SEQ., the
Immigration Reform Control Act, as amended; the Occupational Safety and
Health Act, as amended; the Civil Rights Act of 1866, 29 U.S.C. sec 1981, ET
SEQ., the Rehabilitation Act of 1973, 29 U.S.C. sec 701, ET SEQ., the
Americans with
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Disabilities Act, as amended; The Family Medical Leave Act; the Civil Rights Act
of 1991, the Massachusetts Wage and Hour Laws, G.L. cs.149 and 151; the
Massachusetts Law Against Discrimination, G.L. c. 151B; the Massachusetts Equal
Rights Act, G.L. c. 93; the Massachusetts Civil Rights Act, G.L. c. 12, sec 11H
and 11I; the Massachusetts Privacy Statute, G.L. c. 214, sec 1B as amended; The
Massachusetts Sexual Harassment Statute, G.L. c. 214, sec 1C; any other federal,
state or local civil or human rights law, or any other local, state or federal
law, regulation, or ordinance; any public policy, contract, tort, or common law;
or any allegation for costs, fees, or other expenses including attorneys' fees
incurred in these matters excepting only claims in the nature of workers'
compensation, claims for vested benefits, and claims to enforce this agreement.
You also agree that you will never institute any claim, suit or action
against the Company or those connected with it in any court or agency that
relates to your employment or the termination of your employment; provided,
however, that nothing herein is intended to or shall preclude you from seeking a
judicial determination of the validity of the agreement under the ADEA or from
filing a complaint and/or charge with any government agency or cooperating with
said agency in its investigation. However, you shall not be entitled to receive
any recovery or monies in connection with any charge against the Company
regardless of who brought the charge. In addition, this Release of All Claims
shall not be construed to release any rights or claims you may have as a former
director and officer of RIL under the Company's charter, bylaws, articles of
incorporation to seek indemnification from the Company or our insurance carriers
with respect to a potential future claim for directors' and officers' liability
insurance coverage.
This Agreement will constitute the entire agreement between you and the
Company with respect to all matters discussed in this Agreement, and will
supersede any and all other prior agreements between you and the Company with
respect to matters relating to your employment by the Company, the termination
of your employment, or any other matters covered in this Agreement, except for
those agreements specifically referenced herein (that is, the Employee
Agreement, the Reebok Employee Agreement and the Non-Competition Agreement).
Your signature below also authorizes the Company to deduct any amounts owed to
it by you (other than 401(k) loans) from the pay continuation. You acknowledge
that you have been advised by Reebok to seek the advice of an attorney before
signing this Agreement, afforded sufficient time to do so, and that you fully
understand the terms of this Agreement. Your signature below also certifies that
your agreement is made voluntarily, knowingly and without duress, and that
neither Reebok nor its agents have made any statements or representations
inconsistent with the written provisions of this Agreement. Should any provision
of this Agreement be determined by any court or other body to be illegal or
invalid, the validity of the remaining provisions shall not be affected thereby.
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Reebok and you hereby acknowledge that because you are over 40 years of
age, you are granted specific rights under the Older Workers Benefit Protection
Act ("OWBPA"), which prohibits discrimination on the basis of age. The Release
of all Claims above is intended to release any right that you may have to file a
claim against Reebok alleging discrimination on the basis of age. Consistent
with the provisions of the OWBPA, Reebok will provide you with up to twenty-one
(21) days to consider and accept the terms of this Agreement. You have the right
to consult with an attorney concerning this Agreement and you may choose to do
so. You will also have seven (7) days after signing this Agreement to revoke
your acceptance of its terms by delivering notice of the same in writing to the
attention of the General Counsel at Reebok. To be effective, such notice must be
hand delivered, or postmarked within the seven day period and sent by certified
mail, return receipt requested, to the attention of General Counsel, Reebok
International Ltd., Legal Department, 1895 J.W. Foster Boulevard, Canton, MA
02021. If the Agreement is not so revoked, its terms will become fully effective
and binding on the eighth day following your execution of the Agreement.
<Table>
JAY MARGOLIS REEBOK INTERNATIONAL LTD.
/s/ Jay Margolis /s/ Robert B. Myers
- ---------------------------------- -------------------------------
Signature Signature
Jay Margolis Robert B. Myers
- ---------------------------------- -------------------------------
Print Name Print Name
10/20/04 10/20/04
- ---------------------------------- -------------------------------
Date Date
</Table>
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SCHEDULE 1
OPTIONS VESTED AS OF SEPARATION DATE
<Table>
<Caption>
==================================================================================================================
OPTION GRANT DATE NUMBER OF SHARES EXERCISABLE OPTION EXERCISE PRICE
PER SHARE
- ------------------------------------------------------------------------------------------------------------------
December 18, 2000 112,500 $22.84
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December 5, 2001 100,000 $24.00
==================================================================================================================
</Table>
ADDITIONAL OPTIONS VESTING AFTER SEPARATION DATE
<Table>
<Caption>
==================================================================================================================
OPTION GRANT DATE NUMBER OF SHARES VESTING OPTION EXERCISE PRICE
(AND VESTING DATE) PER SHARE
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December 18, 2000 37,500 $22.84
(DECEMBER 18, 2004)
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December 5, 2001 100,000 $24.00
(DECEMBER 5, 2004)
- ------------------------------------------------------------------------------------------------------------------
December 5, 2001 100,000 $24.00
(DECEMBER 5, 2005)
==================================================================================================================
</Table>