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Executive Officer Employment Agreements
12 Months Ended
Feb. 03, 2018
Employment Contracts  
Defined Benefit Plan Disclosure [Line Items]  
Executive Officer Employment Agreements

17.

EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS

 

On January 3, 2018 the Company entered into a letter agreement with Melissa Payner-Gregor when she was appointed interim Chief Executive Officer. Ms. Payner-Gregor’s letter agreement provides for an annual base salary of $620,000. Base salary earned by Ms. Payner-Gregor was $31,000 in fiscal 2017. Ms. Payner-Gregor is also entitled to receive a $50,000 bonus on June 30, 2018, if Ms. Payner-Gregor remains employed by the Company on that date; provided that if her employment is terminated by the Company prior to such date, Ms. Payner-Gregor would receive the bonus on the date of such termination. She is also entitled to the reimbursement of certain reasonable and necessary business expenses incurred during her period of interim service, including reimbursement of reasonable transportation and temporary living expenses incurred by Ms. Payner-Gregor as a result of her commuting and/or temporary relocation during her period of interim service. Furthermore, per a separate letter agreement between the Company and Ms. Payner-Gregor entered into in March of 2018, Ms. Payner-Gregor is entitled to health benefit continuation coverage after her interim service ends, as further described in such letter agreement. As interim Chief Executive Officer, Ms. Payner-Gregor is not eligible to participate in the Company’s Management Incentive Program or in any severance arrangement, or receive any other incentive or executive perquisite not described in her letter agreement. The agreement continues in effect until terminated by either the Company or the executive in accordance with the termination provisions of the agreement.

 

On September 7, 2017 the Company entered into a letter agreement with Allen Weinstein when he was appointed. Interim Chief Executive Officer. Mr. Weinstein’s letter agreement provided for an annual base salary of $620,000. Base salary earned by Mr. Weinstein in fiscal 2017 was $183,615. Mr. Weinstein was also entitled to receive a $50,000 bonus on March 17, 2018 if Mr. Weinstein remained employed by the Company on that date; provided that if his employment was terminated by the Company prior to such date, Mr. Weinstein would receive the bonus on the date of such termination. He was also entitled to the reimbursement of certain reasonable and necessary business expenses during his period of interim service, including reimbursement of reasonable transportation and temporary living expenses incurred by Mr. Weinstein as a result of his commuting and/or temporary relocation during her period of interim service. As interim Chief Executive Officer, Mr. Weinstein was not eligible to participate in the Company’s Management Incentive Program or in any severance arrangement, or receive any other incentive or executive perquisite not described in his letter agreement. Effective on January 2, 2018, Mr. Weinstein decided to retire from the Board for personal reasons. In light of the retirement, the Board determined to terminate Mr. Weinstein’s service as the Company’s interim Chief Executive Officer also effective on January 2, 2018. In connection with Mr. Weinstein’s departure, and in accordance with his letter agreement with the Company, the Company entered into a Retirement and Release Agreement with Mr. Weinstein, pursuant to which Mr. Weinstein granted a general release in favor of the Company as a condition of receiving the payments specified in the original letter agreement, as well as for receiving base salary continuation payments through February 3, 2018 and reimbursement of the legal fees he incurred in connection with negotiation of the Retirement and Release Agreement.

 

During fiscal 2017, 2016 and 2015 the Company had an employment agreement with Anthony M. Romano, the Company’s former CEO & President. Base salary earned for Mr. Romano was $520,365, $825,000 and $825,000 for fiscal 2017, 2016 and 2015, respectively. Effective September 7, 2017 Mr. Romano resigned as CEO & President. In connection with Mr. Romano’s resignation as CEO & President, the Company entered into a separation agreement with Mr. Romano (the “Romano Separation Agreement”), pursuant to which Mr. Romano granted a general release in favor of the Company as a condition of receiving the payments and other benefits specified in his employment agreement.  Pursuant to the Romano Separation Agreement, Mr. Romano received base salary continuation for 12 months, a $496,000 aggregate payment payable over 12 months and health benefit continuation for 12 months. In addition, with respect to each outstanding grant of time-based restricted stock and stock options held by Mr. Romano at the time of his separation, the vesting on the tranche that was next scheduled to vest pursuant to each such grant was accelerated. Further a pro-rata portion of any outstanding performance-based restricted stock units then held by Mr. Romano will remain outstanding and will vest to the extent earned based on the actual performance of the Company through the end of the applicable performance period (subject to acceleration upon a change in control).

During fiscal 2014 the Company had an employment agreement with Edward M. Krell, the Company’s former CEO. Base salary earned for Mr. Krell was $681,000 for fiscal 2014. Effective August 10, 2014 Mr. Krell resigned as CEO. In connection with Mr. Krell’s resignation as CEO, the Company entered into a separation agreement with Mr. Krell (the “Krell Separation Agreement”). The Krell Separation Agreement provided a) that Mr. Krell would receive a lump sum payment of $3,338,000, which was paid in February 2015, b) accelerated vesting of stock option and restricted stock awards and c) continuation of certain insurance and fringe benefits for up to three years. The Krell Separation Agreement also provides for the restrictive covenants set forth in Mr. Krell’s employment agreement to continue in effect until three years after Mr. Krell’s separation from the Company.

During fiscal 2015 the Company had an employment agreement with Christopher F. Daniel, the Company’s former President. Base salary earned for Mr. Daniel was $453,000. Effective December 7, 2015 Mr. Daniel left the Company as a result of the elimination of the separate President function. In connection with Mr. Daniel’s departure, the Company entered into a separation agreement with Mr. Daniel (the “Daniel Separation Agreement”). The Daniel Separation Agreement provided a) that Mr. Daniel would receive one year of base salary, one-half of which was paid as a lump sum in June 2016 and the balance of which was paid monthly thereafter, totaling $535,000, b) payment to Mr. Daniel of a pro-rata annual bonus for fiscal 2015, c) lump sum payments to Mr. Daniel totaling $104,000 in January 2016, primarily for consulting services from his date of separation through January 31, 2016 and d) continuation of certain insurance and fringe benefits for up to 14 months.  The Daniel Separation Agreement also modifies the restrictive covenants set forth in Mr. Daniel’s employment agreement and provides that such covenants will continue in effect until two years after Mr. Daniel’s separation.

Effective July 20, 2016 the Company entered into an employment agreement with David Stern, in connection with hiring of Mr. Stern as the Company’s Executive Vice President & Chief Financial Officer. Mr. Stern’s employment agreement provided that Mr. Stern’s annual base salary would be $405,000. Base salary earned for Mr. Stern was $405,000 and $195,000 for fiscal 2017 and 2016, respectively. The agreement also provides for salary continuation and severance payments should employment of the executive be terminated under specified conditions, as defined therein. Additionally, Mr. Stern is eligible for an annual cash bonus based on performance. The agreement continues in effect until terminated by either the Company or the executive in accordance with the termination provisions of the agreement.

During fiscal 2016 and 2015 the Company had an employment agreement with Judd P. Tirnauer, the Company’s former Executive Vice President & Chief Financial Officer. Base salary earned for Mr. Tirnauer was $128,000 and $405,000 for fiscal 2016 and 2015, respectively. Effective April 22, 2016 Mr. Tirnauer resigned as Executive Vice President & Chief Financial Officer to take a senior leadership role with a private specialty retailer.

The Company has an employment agreement with Ronald J. Masciantonio, the Company’s Executive Vice President & Chief Administrative Officer. On December 4, 2013 the Compensation Committee approved an increase to Mr. Masciantonio’s annual base salary from $360,000 to $390,000. On September 6, 2017 the Compensation Committee approved an increase to Mr. Masciantonio’s annual base salary from $390,000 to $425,000. Base salary earned for Mr. Masciantonio was $403,058, $390,000 and $390,000 for fiscal 2017, 2016 and 2015, respectively. The agreement also provides for salary continuation and severance payments should employment of the executive be terminated under specified conditions, as defined therein. Additionally, Mr. Masciantonio is eligible for an annual cash bonus based on performance. The agreement continues in effect until terminated by either the Company or the executive in accordance with the termination provisions of the agreement.