Employment Agreement - Bernard Chaus Inc. and Stuart Levy
BERNARD CHAUS, INC.
1410 Broadway
New York, New York 10018
July 22, 1998
Stuart Levy
[Address]
Dear Stuart:
We are pleased to offer you employment with Bernard Chaus,
Inc. (the "Company") commencing during August 1998, on the terms set forth
below:
POSITION: Chief Financial Officer.
SALARY: $300,000 per year in accordance with the Company's
regular payroll practices.
BONUS: In the sole discretion of the Board of Directors.
AUTOMOBILE
ALLOWANCE: $1,800 per month.
BENEFITS: Health insurance and other benefit plans available
to officers of the Company generally.
OPTIONS: Options for 40,000 shares of the Company's stock at
an exercise price equal to the closing sales price
on the New York Stock Exchange on the date of grant,
which grant date shall be your employment
commencement date; options to vest in equal annual
increments of 25% a year over four years. In the
event of termination for any reason, other than a
change in control, unvested options shall be
forfeited and you shall have 30 days from the
termination date to exercise vested options. All
options shall vest immediately upon a change in
control. Your options shall otherwise be subject to
the terms of the Company's Stock Option Plan.
<PAGE>
Stuart Levy
July 22, 1998
Page 2
TERMINATION
BENEFITS: In the event of termination without cause, including
a termination resulting from a change in control,
you shall be paid one year's base salary in twelve
monthly installments; provided, that such payments
shall terminate immediately upon your acceptance of
a position as an employee or consultant with another
entity and you agree to provide immediate notice to
the Company of your acceptance of any such position.
CAUSE: Conviction or guilty plea to a felony; material
neglect of duties; continued failure to carry out
responsibilities assigned by management or the Board
of Directors; commission of fraud, theft against or
embezzlement from the Company.
CHANGE IN CONTROL: The Company shall be merged or consolidated with an
unaffiliated entity resulting in a change in a
majority of the Board of Directors or the Company
shall have sold substantially all of its assets to
an unaffiliated entity; the acquisition by any
person or group of beneficial ownership (as such
terms are defined under Regulation 13D of the rules
and regulations adopted under the Securities
Exchange Act of 1934, as amended) of more than 30%
of the Company's then outstanding common stock
resulting in a change in a majority of the Board of
Directors.
Please indicate your acceptance of the terms of this offer
letter by your signature below. We look forward to your joining the Company.
Sincerely,
/s/ Josephine Chaus
--------------------------
Josephine Chaus
Accepted and agreed to:
/s/ Stuart S. Levy 7/24/98
-----------------------
By: Stuart Levy