Employment Agreement - Liz Claiborne Inc. and Frank Sowinski
January 16, 2004
Mr. Frank Sowinski
[Address]
Dear Frank:
This confirms our offer of employment to you. As we discussed, we believe there
is an excellent match here, and I could not be more pleased that you will be
assuming a major role with Liz Claiborne, Inc., and its subsidiaries (the
"Company").
Here are the particulars:
1. Your title will be Executive Vice President responsible for the Finance &
Administration, Information Technology & Customer Service, and
Manufacturing, Sourcing, Distribution and Logistics organizations,
reporting directly to me.
2. Your annual compensation will include a base salary of $725,000 (paid
semi-monthly) with additional bonus potential based upon our Pay for
Performance Bonus Plan.
The Company will make a guaranteed payment to you of $200,000 in March 2005
at the time bonuses are generally paid to Company associates, provided you
are employed by the Company at such time. In addition, for 2004, you will
be eligible for a performance bonus to be paid in March 2005, in accordance
with our Pay for Performance Bonus Plan, provided you are employed by the
Company at the time of the bonus payment. A brochure describing this plan
in greater detail was provided to you earlier. The "target" bonus that you
would be eligible to receive for 2004 is projected to be $235,000. This
performance-based bonus will be subject to the provisions of the Company's
162(m) plan in accordance with the performance targets established by the
Board of Directors for the 2004 performance year and any bonus grant is
ultimately subject to the approval of the Board of Directors in its sole
discretion.
3. You will receive a grant of Liz Claiborne stock options covering 40,000
shares, at an exercise price equal to the closing price of Liz Claiborne,
Inc. stock on the date of the grant, which shall be your hire date,
pursuant to the provisions of our long-term equity program. Additional
grants of stock options may be granted annually at the discretion of our
Board of Directors.
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Mr. Frank Sowinski
January 16, 2004
Page 2
You will receive a grant of 30,000 shares in a restricted stock plan called
"Growth Shares" ("G-Shares"). Accelerated lifting of the restrictions on
this stock is based on our performance relative to a competitor group.
You receive a grant of 17,000 Key Associate Performance Shares ("KAPS
Shares") pursuant to provisions of the plan.
These grants are subject to the approval of, and will confirmed by our
Board of Directors at the January 2004 meeting.
In the event of termination of your employment, for reasons other than for
cause, prior to the vesting of any of the above referenced grants, the
Board of Directors may, at its sole discretion, agree to vest a portion of
these grants.
Brochures that describe the features of our stock option, G-Shares, and
KAPS shares incentive plans in greater detail were provided to you earlier.
4. You will receive a clothing allowance of $3,900 annually. Your allowance
may be used to purchase the Company's apparel and non-apparel products at
our retail stores or via our website at the appropriate associate
discounted rates. You will receive a copy of the Company's Clothing
Allowance Incentive Policy within 2-4 weeks after your start date.
5. You will receive a car allowance of $8,100 payable in semi-monthly
installments.
6. You will receive four (4) weeks of paid time off each calendar year, in
accordance with our Vacation Policy. For 2004, your paid time off days will
be appropriately pro-rated for less than one (1) year of service.
7. You may choose to utilize an executive level Financial Planning package
with Ernst & Young. This comprehensive program includes the establishment
of financial goals and objectives, the design of an appropriate investment
portfolio allocation, unlimited financial counseling and wealth
appreciation and retirement plans expressly tailored to suit your needs.
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Mr. Frank Sowinski
January 16, 2004
Page 3
8. You should receive a benefits enrollment package 3-4 weeks after your hire
date. If you do not, you should notify the HR Service Center at extension
2957600. Enclosed in the enrollment package you will find instructions on
how to enroll using our automated HR First Telephone Enrollment System. You
need to call by the date indicated at the top of your Personal Fact Sheet.
If you do not enroll prior to your eligibility date, you will not be
eligible to apply for benefits until the next open enrollment period.
9. Upon completion of six (6) months of service, you will be eligible to
participate in our 401K Savings and Profit Sharing Plan. You will also be
eligible to participate in our Supplemental Employee Retirement Program
("SERP") upon satisfaction of the eligibility requirements for such
program. More specific details are provided in the package provided to you
earlier.
10. In the event that you are terminated by the Company, other than for cause,
you will be eligible to receive twelve months severance pay at your then
current base salary and benefits continuation upon your execution of the
Company's form of release agreement.
11. You will be eligible to participate in the Executive Universal Life
Insurance Program offered by the Company in accordance with the Company's
policy and at the times set forth in such policy.
12. All terms and conditions of your employment are subject to the provisions
of the Associate Handbook, as the same may be revised from time to time.
13. You represent that you are not subject to any restriction or limitation
which would prevent you from working for the Company. The Company shall not
be responsible or liable for your failure to comply with any agreements or
duty owed to any former employers.
14. This offer letter is not intended to affect your "at will" status which
means that your employment at the Company is for no definite period and can
be terminated at any time by either you or the Company for any or no
reason, with or without notice.
15. You will serve as a member of the Executive Council and Leadership Council
of the Corporation.
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Mr. Frank Sowinski
January 16, 2004
Page 4
16. You will participate in a Liz Claiborne, Inc. Change-of-Control Payment
Arrangement subject to the terms and conditions of the plan. An executive
summary and set of frequently asked questions are enclosed.
17. Our offer of employment to you is contingent on a background check and drug
screen results that are satisfactory to the Company.
As we discussed, I believe there is a great opportunity here at the Company for
an individual with your skills, experience and personal characteristics. The
challenges are certainly significant, but so are the personal and professional
rewards. We look forward to your joining our team.
Sincerely,
/s/ Paul R. Charron
Paul R. Charron