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EXHIBIT 10.12
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release ("Agreement") by and between
Edison Brothers Stores, Inc., a Delaware corporation ("Edison") and Xxxxxxx X.
Fine ("Fine").
Whereas, Edison and Fine have mutually agreed that Fine's employment by
Edison shall cease; and
Whereas, the parties wish to confirm the terms of Fine's separation from
employment with Edison and wish to fully and finally resolve all matters and
claims (actual or potential) between them arising out of Fine's employment by
Edison and /or his separation from such employment;
Now, therefore, in consideration of the foregoing and the promises
hereinafter set forth, Edison and Fine hereby agree as follows:
1. The parties acknowledge that Fine's employment with Edison will
terminate effective seven days from the date this Agreement is signed
by Fine (the "Separation Date").
2. On the Separation Date, Edison shall pay to Fine a lump sum cash amount
of $1,150,000.
3. On the Separation Date, Edison shall deliver to Fine the 25,000 shares
of Edison common stock (the "Restricted Stock") granted to Fine
pursuant to the letter agreement dated June 4, 1997 between Edison and
Fine (the "Restricted Stock Agreement"), free of any restrictions
contained therein. Edison advises and represents that the Restricted
Stock is presently covered by an effective registration statement on
Form S-8 under the Securities Act of 1933, as amended, and is saleable
pursuant to such registration statement.
4. Fine acknowledges and agrees that the cash amount set forth in
Paragraph 2 above shall be deemed to include all vacation pay to which
he may be entitled as of the Separation Date and that no additional sum
shall be owing to him in respect of any unused vacation.
5. Effective as of the Separation Date, Fine shall be eligible for medical
and dental coverage in accordance with the Consolidated Omnibus Budget
Reconciliation Act (COBRA).
6. Fine shall be entitled to receive as of the Separation Date all
benefits for which he is then eligible under the Edison Brothers Stores
Retirement Account Plan and /or the Edison Brothers Stores Pension
Restoration Plan, such benefits to be paid in such form as Fine may
elect in accordance with the terms of such plans.
7. Edison shall permit Fine to review in advance any proposed written
announcements by Edison regarding Fine's separation from employment and
to offer comments and suggestions regarding such announcements (without
any obligation on Edison's part to accept or implement such comments
and suggestions). In all events, it is agreed that no announcement by
Edison of Fine's separation from employment shall contain any
disparaging comments regarding Fine's capabilities or performance as an
executive of Edison or that otherwise would reasonably be construed as
negatively reflecting on his business or personal reputation.
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8. From and after the Separation Date, Fine shall be entitled to be
indemnified by Edison against all claims by third parties to the same
extent and subject to the same terms and conditions as any other former
officer of Edison pursuant to and in accordance with the provisions of
Edison's Amended and Restated Certificate of Incorporation and the
Delaware General Corporation Law.
9. In consideration of the foregoing, Edison hereby releases and forever
discharges Fine from any and all actions, causes of action, claims or
demands of any kind whatsoever which Edison ever had, now has or
hereafter may have arising out of or relating to Fine's employment by
Edison and/or his separation from such employment.
10. In consideration of the foregoing, Fine hereby releases and forever
discharges Edison, its subsidiaries, divisions and related entities,
and its and their respective officers, directors and employees, from
any and all actions, causes of action, claims or demands of any kind
whatsoever which Fine ever had, now has or hereafter may have arising
out of or relating to his employment by Edison and/or his separation
from such employment, including, without limitation (a) all rights and
claims under Title VII of the Civil Rights Act of 1964, as amended, the
Age Discrimination in Employment Act of 1967, as amended, the Missouri
Human Rights Act, as amended, the Fair Labor Standards Act, as amended,
and any other federal, state or local statute or regulation, (b) all
rights and claims based upon or arising out of any employee policy or
handbook, (c) all rights and claims based upon or arising out of the
Restricted Stock Agreement, (d) all rights and claims based upon or
arising out of the Employment Agreement dated September 4, 1997 between
Edison and Fine, and (e) all claims alleging wrongful discharge or
based on any other theory of liability.
11. Fine understands that he has the right to consult with an attorney
concerning this Agreement and, by signing below, confirms that he has
done so. Fine further understands that he will have twenty-one days
from the date he receives this Agreement to decide whether or not to
sign it and that, if he does not sign and return this Agreement to
Edison within such twenty-one day period, this Agreement will be void.
Fine also understands that if he does sign this Agreement within such
twenty-one day period, he will then have seven days from the date it
was signed to revoke the Agreement. Any such revocation, to be
effective, must be in writing and delivered to Edison within such
seven-day period. If Fine revokes this Agreement as aforesaid, the
Agreement will thereupon become void.
12. Unless otherwise required by law, the parties agree to keep the terms
of this Agreement strictly confidential, except that disclosure may be
made by Fine to his immediate family and by each party to his or its
respective accountants, attorneys and financial consultants to the
extent necessary.
13. This Agreement constitutes the entire agreement between the parties.
The Agreement shall be governed by the laws of the State of Missouri,
without regard to the conflict of laws rules of such State. The
Agreement may not be amended or modified except in a writing signed by
Fine and by a duly authorized officer of Edison.
14. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective personal representatives,
executors, heirs, administrators, successors and assigns.
15. Fine acknowledges and confirms that he has read each of the provisions
of this Agreement carefully, understands them and freely and
voluntarily agrees to them.
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EDISON BROTHERS STORES, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Senior Vice President
Dated: June 9, 1998
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/s/ Xxxxxxx X. Fine
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Xxxxxxx X. Fine
Dated: June 9, 1998
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