EX-10 2 exhibit10.htm EXHIBIT-10.1 exhibit10
EXHIBIT 10.1
The CATO Corporation
January 4, 2022
Charles Knight
20 Baldwin Drive
New Providence, NJ 07974
Dear Chuck:
We
 
are
 
very
 
pleased
 
to
 
offer
 
you
 
the
 
position
 
of
 
Executive
 
Vice
 
President,
 
Chief
 
Financial
 
Officer for
The
 
Cato
 
Corporation. You
 
will
 
be
 
based
 
in
 
our
 
corporate
 
offices
 
ln
 
Charlotte,
 
NC
 
and
 
you
 
will report
to John
 
Cato, Chairman, President and
 
Chief Executive Officer.
 
Your start date will
 
be January
17, 2022.
 
This will
 
constitute “at-will”
 
employment, and
 
the offer
 
is extended
 
on the
 
following
terms:
Salary:
Your
 
starting
 
monthly
 
salary
 
will
 
be
 
$33,333.33
 
per
 
month,
which equates to an
 
annual salary of
 
$400,000. You will be paid
on the
 
last day of
 
the
 
month
 
for that
 
month.
Performance Bonus:
You will
 
be
 
eligible for
 
a
 
discretionary performance bonus potential of
up
to
 
60%
 
of
 
your
 
salary,
 
beginning
 
ln
 
April
 
2023.
 
The
performance bonus
 
will be
 
based
 
on
 
company
 
and individual
performance
 
for fiscal
 
2022.
 
Bonus
 
parameters
 
may change
from year
 
to year.
Performance Review:
The performance
 
review process
 
is
 
conducted the
 
first quarter
 
of
the
 
fiscal
 
year
 
for
 
the
 
previous
 
year.
 
Merit
 
increases
 
will
 
be
considered
 
each
 
year
 
as
 
a
 
result
 
of
 
meeting
 
corporate
 
and
individual objectives. You
 
will be eligible for a
 
merit increase for
your
 
performance
 
in
 
fiscal year
 
2022 with
 
an
 
effective
 
date
 
of
 
May
1, 2023.
Restricted Stock:
You
 
will
 
be
 
eligible
 
for
 
a
 
non-prorated
 
annual
 
LTl
 
award
 
of
Restricted Stock
 
of
 
up
 
to
 
60%
 
of
 
your
 
salary
 
effective
 
May
 
1,
 
2022,
subject
 
to
 
Plan
 
guidelines and approval by
 
the Compensation
Committee
 
of
 
the
 
Board of Directors.
 
All
 
awards are
 
subject to
 
5-
year
 
vesting
 
from
 
the
 
date
 
of grant
 
with
 
33% of
 
the
 
shares
 
vesting
at
 
the
 
end
 
of
 
the
 
third
 
year, 33%
 
of the
 
shares
 
vesting at
 
the
 
end
 
of
the
 
fourth
 
year, and
 
34%
 
of
 
the
 
shares vesting
 
at
 
the
 
end
 
of
 
the
 
fifth
year.
 
The
 
Company
 
also
 
reserves
 
the
 
right
 
to
 
change
 
Plan
guidelines.
Other Benefits:
The Cato Corporation
 
offers an excellent benefit
 
program for its
associates,
 
including,
 
among
 
other
 
things,
 
the
 
following:
 
(a)
comprehensive medical
 
and dental plans;
 
(b) a 401(k)
 
plan with
company
 
matching;
 
(c)
 
an
 
Employee
 
Stock
 
Purchase
 
Plan;
 
(d)
 
life
and
 
accidental
 
death
 
insurance;
 
(e)
 
short-term
 
and
 
long-term
disability
 
programs;
 
(f)
 
paid
 
time
 
off;
 
and
 
(g)
 
9
 
annual
 
paid
 
 
holidays.
 
In
 
addition,
 
Cato
 
has
 
agreed
 
to
 
reimburse
 
you
for
 
your
 
COBRA
 
premiums
 
(in
 
an
 
amount
 
equal
 
to
 
what
the
 
Company
 
would
 
pay
 
for
 
the
 
Company’s
 
health
 
and
dental
coverage)
 
until
 
you
 
are
 
eligible
 
to
 
join
 
the
company’s
health
 
and
 
dental
 
insurance.
 
Enclosed is
a
summary
 
of
 
benefits
 
that
 
includes
 
details
 
regarding
 
eligibility.
 
Should
you have
 
any questions about any of
 
our
benefit
 
plans,
please
 
contact
 
Beth
 
Morgan
 
(our
 
Benefits
 
Manager)
 
at
 
(704)
551-7250. Cato reserves the
 
right to change or
 
discontinue any
company benefit in the future.
Relocation:
You
 
will be
 
required to
 
relocate to
 
Charlotte, NC
 
no later
 
than
April 1, 2022. Cato
 
will pay up to
 
$40,000 to move
 
you and your
household possessions to
 
the Charlotte
 
area, as
 
well as
 
up to
60 days of temporary housing. In addition, Cato will pay a one-
time
 
relocation
 
allowance
 
of
 
$30,000
 
upon
 
establishing
 
your
primary residency
 
in the
 
Charlotte area.
 
However,
 
if within
 
the
first 24
 
months after
 
joining the
 
company you
 
decide to
 
resign
from
 
the
 
Company,
 
you
 
agree
 
to
 
immediately
 
re-pay
 
the
$30,000
 
relocation
 
allowance
 
in
 
full,
 
as
 
well
 
as
 
all
 
costs
associated
 
with
 
your
 
move
 
and
 
temporary
 
housing.
 
All
relocation
 
expenses
 
paid
 
and
 
reimbursed
 
by
 
The
 
Cato
Corporation are subject to
 
taxes.
This
 
offer
 
is
 
subject
 
to
 
satisfactory
 
reference
 
checks,
 
background
 
screening,
 
and
 
pre-
employment drug
 
screening.
 
Furthermore, you
 
must
 
provide
 
appropriate work
 
authorization
and, in compliance
 
with federal
 
law,
 
complete
 
an Employment
 
Verification
 
Form 1-9
 
and
present proof of
 
identity and employment eligibility no
 
later than
 
3 days
 
after your start date.
This offer
 
is also
 
specifically conditioned upon
 
you signing and
 
returning the
 
enclosed Mutual
Dispute Resolution Agreement (the "Agreement"). If you
 
fail to sign and deliver this Agreement
this offer of employment is void.
Chuck, we are very excited
 
about the future at The Cato Corporation, and we look forward
to you
 
joining
 
us.
 
We
 
will
 
rely on
 
you
 
to work
 
with
 
us
 
in
 
a
 
collaborative and
 
professional
manner to help us ensure our future
 
success.
Please sign this original and return it
 
to me signifying your acceptance of these terms
 
as soon
as possible.
 
A copy is also enclosed for your records.
 
Please contact me at (704) 551-7654 if
you have any questions or need assistance in any way.
/s/
 
1/4/2022
 
/s/
 
1/4/2022
 
John Cato
 
Charles Knight
 
Chairman, President
& Chief Executive Officer