Exhibit 10.1
March 11, 1999
Mr. Dennis Adomaitis
7432 Dorie Avenue
West Hills, CA. 91304
Dear Dennis:
On behalf of DM Management, I am pleased to offer you the position of President,
J Jill Retail, reporting directly to me, in accordance with the following:
COMMENCEMENT OF EMPLOYMENT. Your starting date is to be determined, but shall
not be after April 12, 1999.
SALARY. Your base salary will initially be at the rate of $300,000 per annum.
INCENTIVE COMPENSATION PLAN. You will be eligible to participate in the DM
Management Incentive Compensation Plan commencing with the Fall 1999 season.
Bonus payments for the Fall 1999 season (payable January 2000) and the Spring
2000 season (payable July 2000) will be paid to you whether or not the incentive
goals for such seasons are achieved, unless you voluntarily leave DM Management
or are terminated for just cause, at the end of the relevant season. Your bonus
percentage for the Fall 1999 and Spring 2000 seasons will be 80% (i.e., you will
receive a bonus of 80% of the base salary paid to you for the relevant season).
ADDITIONAL COMPENSATION. On the date you commence employment with DM Management
(the "Employment Date"), you will be paid a bonus of $60,000. If you voluntarily
leave DM Management or are terminated for just cause (as defined below) within
one year after the Employment Date, you will refund this bonus to DM Management.
OPTIONS. On the employment date you will be granted an option to purchase
150,000 shares of DM Management Common Stock at an exercise price per share
equal to the closing price per share on the employment date as reported by the
Nasdaq National Market. The option will vest, contingent upon your continued
employment with DM Management, at the rate of 20% on the first anniversary of
the shares subject to the option and an additional one thirty-sixth (1/36) of
the remaining 80% of the shares subject to the option each month thereafter. The
option will be granted under the DM Management 1993 Incentive and Nonqualified
Stock Option Plan and will be subject to the terms of the Plan. Your stock
options will cease to vest on the effective date of any termination of your
employment.
CAR ALLOWANCE. You will be given a car allowance of $1200 per month
BENEFITS. You will be eligible to participate in the full range of company
benefits generally made available to other executive officers.
RELOCATION EXPENSES. DM Management will provide a reasonable relocation package
and will make arrangements with a national carrier to assist you and your family
during this transition. DM Management will also provide house-hunting trips for
you and your spouse. Moving expense reimbursement paid to or on behalf of an
employee must be included in the employee's taxable gross income. Therefore
reimbursed moving expense information will be included in W-2 earnings. Certain
payments may be subject to Federal, and State withholding taxes. If you
voluntarily leave DM Management or are terminated for just cause (as defined
below) within one year after the Employment Date, you will be responsible to
reimburse DM Management for all relocation expenses incurred.
FORM I-9 DOCUMENTATION. As required by federal law, your employment with DM
Management is dependent upon your providing documentation, which proves your
eligibility to work in the United States. Typically, this would include such
items as a driver's license birth certificate, social security card, etc.
TERMINATION OF EMPLOYMENT; SEVERANCE. It is understood and agreed that either
you or DM Management may terminate the employment relationship at any time and
for any reason upon giving thirty (30) days prior written notice. In the event
of such termination, you will be eligible to receive the salary and benefits
accrued up to the effective date of your termination. Additionally, if your
employment is terminated by DM Management for any reason other than for "just
cause" (as defined below), then DM Management will make severance payments to
you for a period of one year after the effective date of your termination in an
aggregate amount equal to your annual base salary at the time of termination,
such payments to be made at the same time and in the same amounts as your base
salary otherwise would have been paid; in addition to all guaranteed sign on and
seasonal bonuses and relocation expenses. During the period that such severance
payments are being made to you, you will continue to be available upon request
of the President/CEO to provide information and assistance to DM Management
concerning matters that were within the scope of your responsibilities as of the
date of termination or your employment, and no additional compensation should be
due to you for providing such information and assistance. "Just cause" for
termination
shall be deemed to exist upon (a) your willful failure or refusal to perform
your designated responsibilities, or gross negligence or willful failure or
refusal to perform your designated responsibilities, or gross misconduct in the
performance of such responsibilities, or (b) your conviction of, or the entry of
a pleading of guilty or nolo contendere by you to, any crime involving moral
turpitude or any felony.
If this letter correctly sets forth our understanding, please sign one copy in
the space below and return it to me at your earliest convenience. The offer
contained in this letter will expire if you have not indicated your acceptance
of it by returning to me a copy of this letter, signed by you in the space
below, by 5:00 p.m., Eastern Standard Time, on Friday, March 12, 1999.
Very truly yours,
/s/ Gordon R. Cooke
-------------------
Gordon R. Cooke
President and CEO
Accepted and agreed:
/s/ Dennis Adomaitis
- --------------------
Dennis Adomaitis