Exhibit 10.1
JOHN
E. ZAWACKI
PRESIDENT AND CEO
August 15, 2006
Mr. Al Lopez
128 Cedar Woods Trail
Canton, GA 30114
Dear Al:
I am delighted to offer you the position of Chief Financial Officer (CFO) and Chief Operations
Officer (COO) for Blair Corporation, with a prospective starting date of September 11, 2006, and
Im confident that you will be a major contributor to our continued success. This offer includes
the following total compensation package as a Grade 6 Executive Officer:
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A base annual salary of $370,000, paid biweekly. |
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A signing bonus of $50,000, payable within two weeks of your starting date with the Company. |
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Annual incentive compensation which equates to: 46% of annual base salary paid
assuming target income is achieved, and 92% of annual base salary paid if stretch income
objectives are met. Incentive compensation is pro-rated for full portion of active employment
in the year of hire. |
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An equity component of 20,000 shares of restricted stock (time vested in equal
annual increments of 4,000 shares over five years beginning in 2007) will be awarded to you
on October 17, 2006, following Board approval on that date, and under the terms of a
Restricted Stock Award Agreement as provided for in the Companys Omnibus Stock Plan. In
subsequent years, you will be eligible for additional annual grants of restricted shares in
accordance with our policy for Grade 6 executive officers subject to the Compensation
Committees authorization and the Boards approval of such grants. Unvested restricted stock
shall immediately vest in the event of your death, or change of control in the Company (as
defined in Section 5 of the Restricted Stock Award Agreement), and the vesting schedule shall
continue in the event that you retire from the Company (pursuant to and in accordance with
the Companys retirement policies and practices), become permanently disabled or are
terminated without material cause. Material cause is herein defined as insubordination,
financial dishonesty against BLAIR, continued failure or refusal to perform the duties
assigned to you after notice and reasonable opportunity to correct the performance, willful
neglect of duties assigned to you, or commission of an act of moral turpitude. Unvested
award shares are forfeited in the event of your voluntary termination, or termination with
material cause. |
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Participation (commencing in 2007) in the Companys Performance Share Program.
This Program consists of consecutive three-year performance periods with the level of awards
based on the Companys performance relative to established
goals. Awards may be settled in shares, cash or a combination of both as determined by the Compensation Committee and the
Board at the conclusion of the performance period. The range of potential awards extends from
50% to 200% of target. |
Adelmo S. Lopez
August 15, 2006
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Please refer to the Change in Control Agreement, section (5) A-G, Termination of Benefits
for further detail regarding compensation and benefits.
If you resign anytime within the first year of your employment here, you agree to repay to BLAIR
100% of each of the following:
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Any signing bonus provided to you |
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Relocation expenses covered by BLAIR |
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Any personal use airfares BLAIR covered for you and your spouse |
If you resign anytime between the end of your first year and the end of your second year, you agree
to repay to BLAIR 50% of each of the following:
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Any signing bonus provided to you |
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Relocation expenses covered by BLAIR |
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Any personal use airfares BLAIR covered for you and your spouse |
As a matter of course, you agree not to disclose or use BLAIR confidential information for any
purpose other than performing your duties for BLAIR and will comply with BLAIRs policies regarding
confidential information. This obligation extends during your employment with BLAIR and after the
date of termination of that employment. Also, for a period of one year following the termination of
your employment for any reason, voluntary or involuntary, you will not work for any person or
entity that directly competes with BLAIR or solicit any BLAIR executive officer or director for
employment with another entity.
As a final note, all offers of employment at Blair Corporation are contingent upon passing a drug
screening. This will be part of your agenda on your first day.
Al, the senior management team and I are looking forward to having you join our team. In the
interim, if you have any questions, please dont hesitate to give me a call.
Sincerely,
John E. Zawacki
Chief Executive Officer
JEZ/tar
The terms contained in this letter constitute the entire agreement between you and BLAIR and there
are no other terms or conditions that have been offered by BLAIR to induce you to accept this
offer. If the terms are agreeable to you, please sign one copy of the letter in the appropriate
space at the bottom and return it to me directly.
Adelmo S. Lopez
August 15, 2006
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Your signature above signifies your agreement and acceptance of our offer. As is BLAIRs policy,
your employment will be AT WILL so that either you or the Company may terminate your employment
at any time and for any reason or no reason.