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EXHIBIT 10.17
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EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of May 20, 1997, by and
between Victoria's Secret Stores, Inc. and Intimate Brands Inc. a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxx (the "Executive") (hereinafter
collectively referred to as "the parties").
WHEREAS, the Executive has heretofore been employed as President
and Chief Executive Officer - Victoria's Secret Stores, and is experienced in
all phases of its business and possesses an intimate knowledge of the business
and affairs of the Company and its policies, procedures, methods and personnel;
and
WHEREAS, the Company has determined that it is essential and in
its best interests to retain the services of key management personnel and to
ensure their continued dedication and efforts; and
WHEREAS, the Compensation Committee of the Board of Directors of
the Company (the "Board") has determined that it is in the best interest of the
Company to secure the continued services and employment of the Executive and the
Executive is willing to render such services on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
respective agreements of the parties contained herein, the parties hereby agree
as follows:
1. Term. The initial term of employment under this Agreement
shall be for the period commencing on the date hereof (the "Commencement Date")
and ending on the sixth anniversary of the Commencement Date (the "Initial
Term"); provided, however, that upon the expiration of the Initial Term, this
Agreement shall be automatically extended for a period of one year, unless
either the Company or the Executive shall have given written notice to the other
at least ninety (90) days prior thereto that the term of this Agreement shall
not be so extended.
2. Employment.
(a) Position. The Executive shall be employed as the
President and Chief Executive Officer - Victoria's Secret Stores, or such other
position of reasonably comparable or greater status and responsibilities as may
be determined by the Board with any division, subsidiary or affiliate of the
Company. The Executive shall perform the duties, undertake the responsibilities
and exercise the authority customarily performed, undertaken and exercised by
persons employed in a similar executive capacity. The Executive shall report to
Xxxxxx X. Xxxxxx or his successor.
(b) Obligations. The Executive agrees to devote her full
business time and attention to the business and affairs of the Company. The
foregoing, however, shall not
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preclude the Executive from serving on corporate, civil or charitable boards or
committees or managing personal investments, so long as such activities do not
interfere with the performance of the Executive's responsibilities hereunder.
3. Base Salary. The Company agrees to pay or cause to be paid to
the Executive during the term of this Agreement a base salary at the rate of
$700,000. This base salary will be subject to annual review and may be increased
from time to time by the Board considering factors such as the executive's
responsibilities, compensation of similar executives within the company and in
other companies, performance of the executive and other pertinent factors
(hereinafter referred to as the "Base Salary"). Such Base Salary shall be
payable in accordance with the Company's customary practices applicable to its
executives.
4. Equity Compensation. The Company shall grant to the Executive
rights to receive 300,000 shares of the Company's common stock and options to
acquire 500,000 shares of the Company's common stock pursuant to the terms of
the agreements attached hereto as Exhibits A and B.
5. Employee Benefits. The Executive shall be entitled to
participate in all employee benefit plans, practices and programs maintained by
the Company and made available to senior executives generally and as may be in
effect from time to time. The Executive's participation in such plans, practices
and programs shall be on the same basis and terms as are applicable to senior
executives of the Company generally.
6. Bonus. The Executive shall be entitled to participate in the
Company's applicable incentive compensation plan on such terms and conditions as
may be determined from time to time by the Board.
7. Other Benefits.
(a) Life Insurance.
(1) During the term of the Agreement, the
Company shall maintain term life insurance coverage on the life of the Executive
in the amount of $5,000,000, the proceeds of which shall be payable to the
beneficiary or beneficiaries designated by the Executive. The Executive agrees
to undergo any reasonable physical examination and other procedures as may be
necessary to maintain such policy.
(2) During the term of this Agreement, the
Company shall be entitled to maintain a "key person" term life insurance policy
on the life of the Executive, the proceeds of which shall be payable to the
Company or its designees. The Executive agrees to undergo any reasonable
physical examination and other procedures as may be necessary to maintain such
policy.
(b) Expenses. Subject to applicable Company policies,
the Executive shall be entitled to receive prompt reimbursement of all expenses
reasonably incurred by her in
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connection with the performance of her duties hereunder or for promoting,
pursuing or otherwise furthering the business or interests of the Company.
(c) Office and Facilities. The Executive shall be
provided with an appropriate office and with such secretarial and other support
facilities as are commensurate with the Executive's status with the Company and
adequate for the performance of those duties hereunder.
8. Vacation. The Executive shall be entitled to annual vacation
in accordance with the policies as periodically established by the Board for
similarly situated executives of the Company.
9. Termination. The Executive's employment hereunder may be
terminated under the following circumstances:
(a) Disability. The Company shall be entitled to
terminate the Executive's employment after having established the Executive's
Disability. For purposes of this Agreement, "Disability" means a physical or
mental infirmity which impairs the Executive's ability to substantially perform
those duties under this Agreement for a period of at least six (6) months in any
12 month calendar period as determined in accordance with the The Limited, Inc.
Long-Term Disability Plan.
(b) Cause. The Company shall be entitled to terminate
the Executive's employment for "Cause" without prior written notice. For
purposes of this Agreement, "Cause" shall mean that the Executive (1) willfully
failed to perform those duties with the Company (other than a failure resulting
from the Executive's incapacity due to physical or mental illness); or (2) has
plead "guilty" or "no contest" to or has been convicted of an act which is
defined as a felony under federal or state law; or (3) engaged in willful
misconduct in bad faith which could reasonably be expected to materially harm
the Company's business or its reputation.
The Executive shall be given written notice by the Board
of termination for Cause, such notice to state in detail the particular act or
acts or failure or failures to act that constitute the grounds on which the
proposed termination for Cause is based. The Executive shall be entitled to a
hearing before the Board or a committee thereof established for such purpose and
to be accompanied by legal counsel. Such hearing shall be held within 15 days of
notice to the Company by the Executive, provided the Executive requests such
hearing within 30 days of the written notice from the Board of the termination
for Cause.
(c) Termination by the Executive. The Executive may
terminate employment hereunder for "Good Reason" by delivering to the Company
(1) a Preliminary Notice of Good Reason (as defined below), and (2) not earlier
than thirty (30) days from the delivery of such Preliminary Notice, a Notice of
Termination. For purposes of this Agreement, "Good Reason" means (i) the failure
to continue the Executive as President and Chief Executive Officer - Victoria's
Secret Stores or such other capacity as contemplated by Section 2 hereof; (ii)
the assignment to the Executive of any duties materially inconsistent the
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Executive's positions, duties, authority, responsibilities and reporting
requirements as set forth in Section 2 hereof; (iii) a reduction in or a
material delay in payment of the Executive's total cash compensation and
benefits from those required to be provided in accordance with the provisions of
this Agreement; (iv) the Company, the Board or any person controlling the
Company requires the Executive to be based outside of the United States, other
than on travel reasonably required to carry out the Executive's obligations
under the Agreement or (v) the failure of the Company to obtain the assumption
in writing of its obligation to perform this Agreement by any successor to all
or substantially all of the assets of the Company within 15 days after a merger,
consolidation, sale or similar transaction; provided, however, that "Good
Reason" shall not include (A) acts not taken in bad faith which are cured by the
Company in all respects not later than thirty (30) days from the date of receipt
by the Company of a written notice from the Executive identifying in reasonable
detail the act or acts constituting "Good Reason" (a "Preliminary Notice of Good
Reason") or (B) acts taken by the Company by reason of the Executive's physical
or mental infirmity which impairs the Executive's ability to substantially
perform the duties under this Agreement. A Preliminary Notice of Good Reason
shall not, by itself, constitute a Notice of Termination.
(d) Notice of Termination. Subject to Section 9(b), any
purported termination by the Company or by the Executive shall be communicated
by a written Notice of Termination to the other two weeks prior to the
Termination Date (as defined below). For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which indicates the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. For purposes of this
Agreement, no such purported termination of employment shall be effective
without such Notice of Termination.
(e) Termination Date, Etc. "Termination Date" shall mean
in the case of the Executive's death, the date of death, or in all other cases,
the date specified in the Notice of Termination; provided, however, that if the
Executive's employment is terminated by the Company due to Disability, the date
specified in the Notice of Termination shall be at least thirty (30) days from
the date the Notice of Termination is given to the Executive.
10. Compensation Upon Termination.
(a) If during the term of this Agreement (including any
extensions thereof), the Executive's employment is terminated by the Company for
Cause, by reason of the Executive's death or if the Executive gives written
notice not to extend the term of this Agreement, the Company's sole obligation
hereunder shall be to pay the Executive the following amounts earned hereunder
but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for
any and all monies advanced or expenses incurred pursuant to Section 7(b)
through the Termination Date, and (iii) any earned compensation which the
Executive had previously deferred (including any interest earned or credited
thereon) (collectively, "Accrued Compensation"), provided, however, that if the
Executive gives such written notice not to extend, the Company shall continue to
pay the premiums provided for in Section 7(a)(1)
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through the end of the calendar year in which the Executive's termination
occurs. The Executive's entitlement to any other benefits shall be determined in
accordance with the Company's employee benefit plans then in effect.
(b) If the Executive's employment is terminated by the
Company other than for Cause or by the Executive for Good Reason, the Company's
sole obligation hereunder shall be as follows:
(i) the Company shall pay the Executive the
Accrued Compensation;
(ii) the Company shall continue to pay the
Executive the Base Salary for a period of one (1) year following
the Termination Date; and
(iii) the Company shall continue to pay the
premiums provided for in Section 7(a)(1) hereof through the end
of the calendar year in which such termination occurs.
(c) If the Executive's employment is terminated by the
Company by reason of the Executive's Disability, the Company's sole obligation
hereunder shall be as follows:
(i) the Company shall pay the Executive the
Accrued Compensation;
(ii) the Company shall continue to pay the
Executive 100% of the Base Salary for the first twelve months
following the Termination Date, 80% of the Base Salary for the
second twelve months following the Termination Date, and 60% of
the Base Salary for the third twelve months following the
Termination Date; provided, however, that such Base Salary shall
be reduced by the amount of any benefits the Executive receives
by reason of her Disability under the Company's relevant
disability plan or plans; and
(iii) if the Executive is disabled beyond
thirty-six (36) months, the Company shall continue to pay the
Executive 60% of Base Salary up to a maximum of $250,000 per
year for the period of the Executive's Disability, as defined in
the Company's relevant disability plans; provided, however, that
such payments shall be reduced by the amount of any benefits the
Executive receives by reason of her Disability under the
Company's relevant disability plan or plans; and
(iv) the Company shall continue to pay the
premiums provided for in Section 7(a)(1) hereof through the end
of the calendar year in which such termination occurs.
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(d) If the Executive's employment is terminated by
reason of the Company's written notice to the Executive of its decision not to
extend the term of this Agreement as contemplated in Section 1 hereof, the
Company's sole obligation hereunder shall be as follows:
(i) the Company shall pay the Executive the
Accrued Compensation;
(ii) the Company shall continue to pay the
Executive the Base Salary for a period of one (1) year following
the expiration of such term; and
(iii) the Company shall continue to pay the
premiums provided for in Section 7(a)(1) hereof through the end
of the calendar year in which the Executive's termination
occurs.
(e) During the period the Executive is receiving salary
continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii) hereof, the
Company shall, at its expense, provide to the Executive and the Executive's
beneficiaries medical and dental benefits substantially similar in the aggregate
to those provided to the Executive immediately prior to the date of the
Executive's termination of employment; provided, however, that the Company's
obligation with respect to the foregoing benefits shall be reduced to the extent
that the Executive or the Executive's beneficiaries obtains any such benefits
pursuant to a subsequent employer's benefit plans.
(f) The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation provided to the Executive in any subsequent employment.
11. Employee Covenants.
(a) Unauthorized Disclosure. The Executive shall not,
during the term of this Agreement and thereafter, make any Unauthorized
Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean
disclosure by the Executive without the prior written consent of the Board to
any person, other than an employee of the Company or a person to whom disclosure
is reasonably necessary or appropriate in connection with the performance by the
Executive of duties as an executive of the Company or as may be legally
required, of any information relating to the business or prospects of the
Company (including, but not limited to, any confidential information with
respect to any of the Company's customers, products, methods of distribution,
strategies, business and marketing plans and business policies and practices);
provided, however, that such term shall not include the use or disclosure by the
Executive, without consent, of any information known generally to the public
(other than as a result of disclosure by the Executive in violation of this
Section 11(a)). This confidentiality covenant has no temporal, geographical or
territorial restriction.
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(b) Non-Competition. During the Non-Competition Period
described below, the Executive shall not, directly or indirectly, without the
prior written consent of the Company, own, manage, operate, join, control, be
employed by, consult with or participate in the ownership, management, operation
or control of, or be connected with (as a stockholder, partner, or otherwise),
any business, individual, partner, firm, corporation, or other entity that
competes, directly or indirectly, with the Company or any division, subsidiary
or affiliate of the Company; provided, however, that the "beneficial ownership"
by the Executive after termination of employment with the Company, either
individually or as a member of a "group," as such terms are used in Rule 13d of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), of not more than two percent (2%) of the voting
stock of any publicly held corporation shall not be a violation of Section 11 of
this Agreement.
The "Non-Competition Period" means the period the
Executive is employed by the Company plus one (1) year from the Termination Date
if the Executive's employment is terminated (i) by the Company for any reason,
(ii) by the Executive for any reason, or (iii) by reason of either the Company's
or the Executive's decision not to extend the term of this Agreement as
contemplated by Section 1 hereof.
(c) Non-Solicitation. During the No-Raid Period
described below, the Executive shall not, either directly or indirectly, alone
or in conjunction with another party, interfere with or harm, or attempt to
interfere with or harm, the relationship of the Company, its subsidiaries and/or
affiliates, with any person who at any time was an employee, customer or
supplier of the Company, its subsidiaries and/or affiliates or otherwise had a
business relationship with the Company, its subsidiaries and/or affiliates.
The "No-Raid Period" means the period the Executive is employed
by the Company plus one (1) year from the Termination Date if the Executive's
employment is terminated (i) by the Company for any reason except by reason of
the Executive's Disability, (ii) by the Executive for any reason, or (iii) by
reason of either the Company's or the Executive's decision not to extend the
term of this Agreement as contemplated by Section 1 hereof.
(d) Remedies. The Executive agrees that any breach of
the terms of this Section 11 would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law; the
Executive therefore also agrees that in the event of said breach or any threat
of breach, the Company shall be entitled to an immediate injunction and
restraining order to prevent such breach and/or threatened breach and/or
continued breach by the Executive and/or any and all persons and/or entities
acting for and/or with the Executive, without having to prove damages, and to
all costs and expenses, including reasonable attorneys' fees and costs, in
addition to any other remedies to which the Company may be entitled at law or in
equity. The terms of this paragraph shall not prevent the Company from pursuing
any other available remedies for any breach or threatened breach hereof,
including but not limited to the recovery of damages from the Executive. The
Executive and
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the Company further agree that the provisions of the covenants not to compete
and solicit are reasonable and that the Company would not have entered into this
Agreement but for the inclusion of such covenants herein. Should a court
determine, however, that any provision of the covenants is unreasonable, either
in period of time, geographical area, or otherwise, the parties hereto agree
that the covenant should be interpreted and enforced to the maximum extent which
such court or arbitrator deems reasonable.
The provisions of this Section 11 shall survive any
termination of this Agreement, and the existence of any claim or cause of action
by the Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of this Section 11; provided, however, that this
paragraph shall not, in and of itself, preclude the Executive from defending
herself against the enforceability of the covenants and agreements of this
Section 11.
12. Limitation of Payments.
(a) Gross-Up Payment. In the event it shall be
determined that any payment or distribution of any type to or for the benefit of
the Executive, by the Company, any of its affiliates, any Person who acquires
ownership or effective control of the Company or ownership of a substantial
portion of the Company's assets (within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder) or any affiliate of such Person, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "Total Payments"), would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax, imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Total Payments (not including
any Gross-Up Payment).
(b) All determinations as to whether any of the Total
Payments are "parachute payments" (within the meaning of Section 280G of the
Code), whether a Gross-Up Payment is required, the amount of such Gross-Up
Payment and any amounts relevant to the last sentence of Subsection 12(a), shall
be made by an independent accounting firm selected by the Company from among the
largest six accounting firms in the United States (the "Accounting Firm"). The
Accounting Firm shall provide its determination (the "Determination"), together
with detailed supporting calculations regarding the amount of any Gross-Up
Payment and any other relevant matter, both to the Company and the Executive
within five (5) days of the Termination Date, if applicable, or such earlier
time as is requested by the Company or the Executive (if the Executive
reasonably believes that any of the Total Payments may be subject to the Excise
Tax). Any determination by the Accounting Firm shall be binding upon the Company
and the Executive. As a result of uncertainty in the
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application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that the Company should have
made Gross-Up Payments ("Underpayment"), or that Gross-Up Payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.
(c) As a result of uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that the Company should have made
Gross-Up Payments ("Underpayment"), or that Gross-Up Payments will have been
made by the Company which should not have been made ("Overpayments"). In either
such event, the Accounting Firm shall determine the amount of the Underpayment
or Overpayment that has occurred. In the case of an Underpayment, the amount of
such Underpayment shall be promptly paid by the Company to or for the benefit of
the Executive. In the case of an Overpayment, the Executive shall, at the
direction and expense of the Company, take such steps as are reasonably
necessary (including the filing of returns and claims for refund), follow
reasonable instructions from, and procedures established by, the Company, and
otherwise reasonably cooperate with the Company to correct such Overpayment.
13. Employee Representation. The Executive expressly represents
and warrants to the Company that the Executive is not a party to any contract or
agreement and is not otherwise obligated in any way, and is not subject to any
rules or regulations, whether governmentally imposed or otherwise, which will or
may restrict in any way the Executive's ability to fully perform the Executive's
duties and responsibilities under this Agreement.
14. Successors and Assigns.
(a) This Agreement shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns and the Company shall
require any successor or assign to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place. The
term "the Company" as used herein shall include any such successors and assigns
to the Company's business and/or assets. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring or otherwise
succeeding to, directly or indirectly, all or substantially all the assets and
business of the Company (including this Agreement) whether by operation of law
or otherwise.
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(b) Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.
15. Arbitration. Except with respect to the remedies set forth
in Section 11(d) hereof, if in the event of any controversy or claim between the
Company or any of its affiliates and the Executive arising out of or relating to
this Agreement, either party delivers to the other party a written demand for
arbitration of a controversy or claim then such claim or controversy shall be
submitted to binding arbitration. The binding arbitration shall be administered
by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration shall take place in Columbus, Ohio. Each of the Company and the
Executive shall appoint one person to act as an arbitrator, and a third
arbitrator shall be chosen by the first two arbitrators (such three arbitrators,
the "Panel"). The Panel shall have no authority to award punitive damages
against the Company or the Executive. The arbitrator shall have no authority to
add to, alter, amend or refuse to enforce any portion of the disputed
agreements. The Company and the Executive each waive any right to a jury trial
or to petition for stay in any action or proceeding of any kind arising out of
or relating to this Agreement.
16. Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid, or upon receipt if overnight delivery
service or facsimile is used, addressed as follows:
To the Executive:
-----------------
Xxxxx X. Xxxxxxx
xxxxxxxxxxxxxx
xxxxxxxxxxxxxx
To the Company:
---------------
Intimate Brands, Inc.
0 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Secretary
17. Settlement of Claims. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be
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affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company may have
against the Executive or others.
18. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.
19. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Ohio without
giving effect to the conflict of law principles thereof.
20. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.
22. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, if any, understandings and arrangements,
oral or written, between the parties hereto with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
INTIMATE BRANDS, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
/s/ XXXXX X. XXXXXXX
----------------------------
Xxxxx X. Xxxxxxx
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=============== [LOGO OF INTIMATE BRANDS, INC. APPEARS HERE] ===================
S T O C K A W A R D
STOCK OPTION AGREEMENT
ACKNOWLEDGEMENT OF RECEIPT
This Stock Option Agreement is entered into by and between Intimate Brands, Inc.
(the "Company"), and the associate of the Company whose name appears below (the
"Associate") in order to set forth the terms and conditions of Options granted
to the Associate under Intimate Brands, Inc. 1995 Stock Option and Performance
Incentive Plan (1997 Restatement) (the "Plan").
Associate's Name: XXXXX X. XXXXXXX
Division: VICTORIA'S SECRET STORES
Social Security #:
Address:
Date Expiration Number of Option Exercise Schedule
Plan Name of Grant Date Shares Price Date Shares
-------------------- -------- ---------- --------- -------- -----------------------
1995 NQ PLAN (97 RESTATEMENT) 05/20/97 05/21/07 488,754 $20.3750 05/20/98 50,000
05/20/99 50,000
05/20/00 50,000
05/20/01 73,568
05/20/02 95,093
05/20/03 170,093
1993 ISO PLAN (97 RESTATEMENT) 05/20/97 05/21/07 11,246 $20.3750 05/20/01 1,432
05/20/02 4,907
05/20/03 4,907
Subject to the attached Terms and Conditions and the terms of the Plan, which
are incorporated herein by reference, the Company hereby grants to the Associate
Options to purchase shares of Common Stock of the Company, as outlined above.
The Company and the Associate have executed this Agreement as of the Date of
Grant set forth above.
INTIMATE BRANDS, INC. ASSOCIATE
By: /s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXXX
------------------------------ ---------------------
Xxxxxx X. Xxxxxx, Chairman
Please return one signed copy of this agreement to
The Limited, Inc.
Three Limited Parkway
Xxxxxxxx, XX 00000
000-000-0000
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=============== [LOGO OF INTIMATE BRANDS, INC. APPEARS HERE] ===================
S T O C K A W A R D
RESTRICTED STOCK AGREEMENT
ACKNOWLEDGEMENT OF RECEIPT
This Restricted Stock Agreement is entered into by and between Intimate Brands,
Inc. (the "Company"), and the associate or director of the Company whose name
appears below (the "Associate") in order to set forth the terms and conditions
of a Restricted Stock Award granted to the Associate under Intimate Brands, Inc.
1995 Stock Option and Performance Incentive Plan (1997 Restatement) ("the
Plan").
Associate's Name: XXXXX X. XXXXXXX
Division: VICTORIA'S SECRET STORES
Social Security #:
Address:
Date Number of Vesting Schedule*
Plan Name of Grant Shares Date Shares
------------------------------ -------- --------- ---------------------
95 RESTRICTED (97 RESTATEMENT) 05/20/97 300,000 05/20/98 30,000
05/20/99 30,000
05/20/00 30,000
05/20/01 45,000
05/20/02 60,000
05/20/03 105,000
* If employment is terminated by the Company other than for Cause or by the
Associate for Good Reason, vesting will be at 16% for each full year following
the date of grant for the first five years, and 20% for the sixth year (offset
by any shares previously vested under the normal schedule).
Subject to the attached Terms and Conditions of this Agreement and the terms of
the Plan, which are incorporated herein by reference, the Company hereby grants
to the Associate Restricted shares, as outlined above.
The Company and the Associate have executed this Agreement as of the Date of
Grant set forth above.
INTIMATE BRANDS, INC. ASSOCIATE
By: /s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx, Chairman
This Restricted Stock Agreement is granted and the 5/20/98 vesting segment of
the award will be earned based on achieving a x% increase in the sales growth
for Intimate Brands, Inc. in the Fall season of 1997 over the Fall season of
1996. Further, the balance of the award will be earned and vest as outlined in
the above schedule based on achieving a x% increase in sales growth for Intimate
Brands, Inc. for the 1998 fiscal year over the 1997 fiscal year.
Please return one signed copy of this agreement to
The Limited, Inc.
Three Limited Parkway
Xxxxxxxx, XX 00000
000-000-0000
