Date: February 1, 2019 Greg Kleffner 5140 Bridlewood Court Ponte Vedra Beach, FL 32082 Dear Greg: I Am Delighted to Confirm Our Offer to Engage You as a Consultant to Provide Services (Services) to Stein Mart, Inc., Consistent With the Knowledge You Have Gained as Our Chief Financial Officer. This Agreement Is Nonexclusive, and You Retain the Right to Provide Your Services to Other Businesses During This Period. If You Provide Services for Another Retailer, You Must Inform Stein Mart of Such Activity. In Recognition of the High Level of Skill and Expertise You Possess and That the Services Wil (February 7th, 2019)
STEIN MART, INC. SEVERANCE POLICY Effective January 22, 2019 (January 28th, 2019)
Executive Agreement With Stein Mart, Inc. (December 18th, 2018)
Second Amendment to Program Agreement (December 4th, 2018)
Second Amendment to Term Loan Credit Agreement (September 19th, 2018)
Amendment No. 1 to Intercreditor Agreement (September 19th, 2018)
Amendment No. 3 to Second Amended and Restated Credit Agreement (September 19th, 2018)
Promissory Note (August 2nd, 2018)
Stein Mart, Inc. Employee Stock Purchase Plan (June 29th, 2018)
First Amendment to Term Loan Credit Agreement (June 7th, 2018)
This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of May 10, 2018 (this Amendment), is entered into by and among Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, the Borrowers), the Guarantors party hereto, the Lenders party hereto, and Gordon Brothers Finance Company, a Delaware corporation, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, Administrative Agent).
Amendment to Promissory Note Stein Mart, Inc. (Borrower) SunTrust (Lender) (May 4th, 2018)
This Amendment to the Promissory Note (Note) dated February 2, 2018 in the principle amount of $13,738,318.06 by and between STEIN MART, INC. (Borrower) and SUNTRUST, as trustee (Lender) is entered into this 7th day of March, 2018.
Renewal of Law Firm Engagement Agreement (May 4th, 2018)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and KIRSCHNER & LEGLER, P.A. (which, together with its president, Mitchell W. Legler, Legler, and with Legler and Kirschner & Legler, P.A. collectively called the Firm), is made as of April 1, 2017 (the Effective Date).
Stein Mart, Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Director) (May 4th, 2018)
This document (the Award Agreement) is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Non-Employee Director whose signature is set forth on the signature page hereof (the Participant). This Award Agreement is subject to the Stein Mart, Inc. 2018 Omnibus Incentive Plan, effective January 1, 2018 (the Plan), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Award Agreement.
Promissory Note (May 4th, 2018)
On this date of Friday, February 1, 2018, in return for valuable consideration received, STEIN MART, INC., (Borrower) promises to pay to SunTrust in its capacity as the trustee under trust agreement (Trust Agreement) dated September 1, 1999 by and between Suntrust, Central Florida, N.A. or its successor in interest, the Lender, the sum of THIRTEEN MILLION SEVEN HUNDRED THIRTY EIGHT THOUSAND THREE HUNDRED EIGHTEEN DOLLARS AND SIX CENTS ($13,738,318.06), together with interest thereon at the rate of 3.58% per annum. Interest shall accrue daily on the average loan balance for the number of days the loan is outstanding prior to the date of repayment.
Stein Mart, Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Key Employees) (May 4th, 2018)
This document (the Award Agreement) is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Participant whose signature is set forth on the signature page hereof (the Participant). This Award Agreement is subject to the Stein Mart, Inc. 2018 Omnibus Incentive Plan, effective January 1, 2018 (the Plan), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Award Agreement.
Gary L. Pierce Amended and Restated Employment Agreement With Stein Mart, Inc. (April 6th, 2018)
This Amended and Restated Employment Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and Gary Pierce (Executive), is made as of April 4, 2018 to be effective on the Effective Date (as defined below).
INTERCREDITOR AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and GORDON BROTHERS FINANCE COMPANY, as Term Agent, and Acknowledged by STEIN MART, INC., as Lead Borrower, THE OTHER BORROWERS SIGNATORY HERETO and THE GUARANTORS SIGNATORY HERETO Dated as of March 14, 2018 (March 14th, 2018)
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of March 14, 2018, by and among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the ABL Agent) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the ABL Lenders), (ii) the LC Issuer referred to in the ABL Credit Agreement (the L/C Issuer), and (iii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent, the ABL Lenders and the L/C Issuer, the ABL Credit Parties), and (b) GORDON BROTHERS FINANCE COMPANY, in its capacity as administrative agent
Amendment No. 2 to Second Amended and Restated Credit Agreement (March 14th, 2018)
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of February 3, 2015, among Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), and Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, each individually a Borrower and collectively, Borrowers), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and Wells Fargo Bank, National Association, as the Administrative Agent, Collateral Agent, Swing Line Lender and LC Issuer.
TERM LOAN CREDIT AGREEMENT Dated as of March 14, 2018 Among STEIN MART, INC., as the Lead Borrower for the Borrowers Named Herein the Guarantors Named Herein, GORDON BROTHERS FINANCE COMPANY as Administrative Agent, the Other Lenders Party Hereto and GORDON BROTHERS FINANCE COMPANY as Sole Lead Arranger and Sole Bookrunner (March 14th, 2018)
This TERM LOAN CREDIT AGREEMENT (Agreement) is entered into as of March 14, 2018, among Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), and Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, each individually a Borrower and collectively, Borrowers), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and Gordon Brothers Finance Company, as the Administrative Agent.
Amendment No. 1 to Second Amended and Restated Credit Agreement (February 21st, 2018)
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 19, 2018 (this Amendment or sometimes referred to herein as Amendment No. 1), is entered into by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, Administrative Agent) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the parties to the Credit Agreement as lenders (individually, each a Lender and collectively, Lenders) party hereto, Stein Mart, Inc., a Florida corporation (Stein Mart or the Lead Borrower), and Stein Mart Buying Corp., a Florida corporation (Buying Corp., and together with Stein Mart, each individually a Borrower and collectively, Borrowers), and the obligors party thereto as guarantors (each individually a Guarantor and collectively, Guarantors).
Stein Mart, Inc. 2018 Omnibus Incentive Plan (January 26th, 2018)
Roseann McLean Amended Agreement With Stein Mart, Inc. (September 22nd, 2017)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and Roseann McLean (Executive), is made as of September 20, 2017 (the Effective Date).
Gregory W. Kleffner AMENDED AGREEMENT WITH STEIN MART, INC. (August 2nd, 2017)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and Gregory W. Kleffner (Executive), is made as of August 1, 2017 (the Effective Date).
Amended Agreement With Stein Mart, Inc. (August 2nd, 2017)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and D. Hunt Hawkins (Executive), is made as of August 1, 2017 (the Effective Date).
Stein Mart, Inc. 2001 Omnibus Plan Restricted Stock Award Agreement (Key Employees and Advisors) (April 13th, 2017)
THIS RESTRICTED STOCK AWARD AGREEMENT (KEY EMPLOYEES AND ADVISORS) (the Award Agreement) is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Participant whose signature is set forth on the signature page hereof (the Participant).
STEIN MART, INC. 2001 OMNIBUS PLAN AS AMENDED AND RESTATED EFFECTIVE JUNE 21, 2016 (As Amended Effective December [5], 2016) (April 13th, 2017)
Stein Mart, Inc. 2001 Omnibus Plan Option Award Agreement for Key Employees (April 13th, 2017)
THIS OPTION AWARD AGREEMENT FOR KEY EMPLOYEES (the Award Agreement) is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (the Company), and the Key Employee of the Company whose signature is set forth on the signature page hereof (the Key Employee).
Stein Mart, Inc. 2001 Omnibus Plan Performance Share Award Agreement (April 13th, 2017)
THIS AGREEMENT is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Participant whose signature is set forth on the signature page hereof (the Participant).
Rosann McLean Agreement With Stein Mart, Inc. (April 13th, 2017)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and ROSANN MCLEAN (Executive), is made as of October 1, 2015 (the Effective Date).
Stein Mart, Inc. 2001 Omnibus Plan Restricted Share Award Agreement (April 13th, 2017)
THIS AGREEMENT is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Participant whose signature is set forth on the signature page hereof (the Participant).
Stein Mart, Inc. 2001 Omnibus Plan Restricted Stock Award Agreement (Non- Employee Director) (April 13th, 2017)
THIS RESTRICTED STOCK AWARD AGREEMENT (NON-EMPLOYEE DIRECTOR) (the Award Agreement) is made and entered into as of the date set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (Company), and the Non-Employee Director of the Company whose signature is set forth on the signature page hereof (the Non-Employee Director).
Stein Mart, Inc. 2001 Omnibus Plan Option Award Agreement for Non-Employee Directors (April 13th, 2017)
THIS AGREEMENT is made and entered into as of the date set forth on the signature page hereof by and between STEIN MART, INC., a Florida corporation (Company), and the non-employee director of the Company whose signature is set forth on the signature page hereof (the Non-Employee Director).
Stein Mart, Inc. Inducement Option Award Agreement for Maryanne Morin (February 24th, 2017)
THIS INDUCEMENT OPTION AWARD AGREEMENT FOR MARYANNE MORIN (the Award Agreement) is made and entered into as of the date first set forth on the signature page hereof (the Grant Date) by and between STEIN MART, INC., a Florida corporation (the Company), and MaryAnne Morin (the Key Employee).
Maryanne Morin Agreement With Stein Mart, Inc. (January 30th, 2017)
This Agreement (this Agreement) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the Company), and MaryAnne Morin, President, Chief Merchandising Officer (Executive), is made as of December 5, 2016 (the Effective Date).
Agreement and General Release (September 29th, 2016)
This Agreement and General Release (Agreement) is dated as of September 27, 2016 by and between Dawn H. Robertson (Executive) and Stein Mart, Inc., a Florida corporation (the Company). The Company and Executive are hereinafter collectively referred to as the parties. Provided the Executive has not revoked this Agreement, it is effective the eighth day after Executive signs it (the Effective Date).