Amend & Restated Sep. Agmt / Bob Gray, 11/03/02



  
 Exhibit 10.51 
  
 AMENDED AND RESTATED SEPARATION AGREEMENT 
  
 This Amended and Restated Separation Agreement (“Agreement”), effective as of November 3, 2002, is entered into by and between St. John Knits International, Incorporated, a Delaware corporation, and St. John Knits, Inc., a
California corporation (together, the “Company”), on the one hand, and Bob Gray, an individual (“Executive”), on the other hand. In consideration of the mutual covenants and agreements set forth herein, the parties hereto agree
as follows. 
  
 1. Employment. The Company and Executive hereby agree that Executive’s employment with
the Company as Chief Executive Officer shall terminate on November 3, 2002 (the “Separation Date”). In addition, as of the Separation Date, Executive shall resign his position as Chairman of the Board of the Company, but shall remain a
board member and serve as Honorary Chairman. 
  
 2. Salary/Benefits. Executive shall receive his regular
salary and benefits through the Separation Date. In addition, Executive will be paid out any vacation pay earned but not used on the Separation Date. 
  
 3. Rights Upon Termination. The Company shall: 
  
 (i) Enter into a 3-year consulting agreement with Executive in the form attached hereto as Exhibit 1 (the “Consulting Agreement”); 
  
 (ii) Provide continued medical, dental and vision health coverage to Executive, which are the same provided for other senior executives of the Company,
until the death of Executive; 
  
 (iii) Provide office space and secretarial support for Executive
for so long as Vestar Capital Partners shall be a majority owner, either directly or indirectly, of St. John Knits International, Incorporated; 
  
 (iv) Allow Executive to charter the Company’s leased aircraft for a fee equal to the direct operating cost of the aircraft, plus related costs (i.e. room and board expenses for pilots on overnight
trips), incurred by the Company. This right shall begin on the Separation Date and end on the earlier to occur of (a) 5 years from the Separation Date or (b) the time at which Vestar Capital Partners ceases to be the majority stockholder of St. John
Knits International, Incorporated; 
  
 (v) Pay directly, or reimburse Executive for, all reasonable
costs and expenses incurred by Executive in connection with the operation and maintenance of an automobile (i.e. car insurance, car license and general upkeep) for a period of 5 years from the Separation Date. 

 








  
 4. Stock Options. As of the date of this Agreement, Executive is vested in
all of his options granted pursuant to that certain Stock Option Agreement, dated July 7, 1999 (the “SOA”); however Executive’s right to exercise such vested options only currently exists with respect to 2/3 of such vested options.
The exercisability of the final 1/3 shall be pursuant to a Vestar IPO or Vestar Change of Control, as defined in the SOA. There is no present requirement under the SOA for Executive to exercise any vested and exercisable options in order to prevent
the expiration of such options. 
  
 5. No Waivers. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 
  
 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any and all suits
relating to this Agreement shall be brought in the proper state or federal court located in Orange County, California. 
  
 7. Severability or Partial Invalidity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect. 
  
 8. Entire Agreement. This Agreement constitutes the entire agreement of the parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the parties with respect to the subject matter hereof. 
  
 9. Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when either (i) personally delivered or (ii) mailed by United States registered mail, return receipt requested, postage prepaid, as follows: 
  
 
	 If to the Company:
 	  	 St. John Knits, Inc.
 17622 Armstrong Avenue
 Irvine, CA 92614
 Attn: CEO
 
	 
	 With a copy to:
 	  	 Mr. Jim Kelley
 Vestar Capital Partners
 1225 17th Street, Suite 1660
 Denver, Colorado 80202
 

 

	


	


 








  
 
	 If to Executive:
 	  	 Bob Gray
 5  Masters Circle
 Newport Coast, CA 92657
 
	 
	  	  	  

 
  
 or such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective only upon receipt. 
  
 IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above written. 
  
 ST. JOHN KNITS INTERNATIONAL, 

INCORPORTED, 
 a Delaware corporation 
  
 and 
  
 
	 ST. JOHN KNITS, INC.,
 a California corporation
 	 	  	 	 BOB GRAY
 an individual
 
	 
	 By:
 	 	 /s/    Bruce Fetter        
 
	 	  	 	 By:
 	 	 /s/    Bob Gray        
 

	  	 	 Bruce Fetter
 Co-Chief Executive Officer
 	 	  	 	  	 	 Bob Gray
 

 
  
 Approved as to Content: 
  
 
	 
	 By:
 	 	 /s/    Jim Kelley         
 

	  	 	 Jim Kelley
 Chairman of the Board
 

 
  

 








  
 EXHIBIT 1 
  
 AMENDED AND RESTATED CONSULTING AGREEMENT 
  
 This Amended and Restated Consulting Agreement (this “Agreement”), effective as of November 4, 2002, is entered into by and between St. John Knits, Inc., a California corporation (the “Company”), and Bob Gray, an
individual (the “Consultant”). 
  
 In consideration of the mutual covenants, terms and conditions set forth
herein, the parties agree as follows: 
  
 1. Duties of Consultant. In connection with the
Company’s general operations, Consultant agrees to advise and consult with the Company as reasonably requested by the Company from time to time during the Term. The Consultant agrees to perform such services conscientiously and to the best of
his ability. 
  
 2. Term. This Agreement will commence as of November 4, 2002 and end on November 3,
2005, unless terminated sooner in accordance with the provisions hereof. 
  
 3. Compensation.

  
 (a) In consideration of Consultant’s duties under Section 1, the Company shall pay
Consultant as follows: 
  
 (1) Year 1 of the Term-$500,000. 
  
 (2) Year 2 of the Term-$250,000. 
  
 (3) Year 3 of the Term-$250,000. 
  
   All amounts shall be paid in arrears in twelve (12) equal monthly installments, beginning with the first payment due on December 3, 2002. 
  
 (b) Unless otherwise set forth herein, Consultant shall be responsible for all expenses incurred in performing services
hereunder, excluding all reasonable expenses of travel, entertainment and living expenses while away on business at the request of, or in the service of, the Company. 
  
 4. Independent Contractor. The Consultant acknowledges that he is being engaged on an independent contractor basis hereunder, and that the Consultant will not
be eligible for benefits generally available to the employees of the Company, including but not limited to vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, or unemployment
insurance benefits. No compensation to be paid to the Consultant for his consulting services under this Agreement will be subject to any withholding or deductions required by local, state or federal law with respect to employees. 

 








  
 5. No Representation of the Company. The Consultant agrees that it
will not (i) enter into any agreements, arrangements or undertakings binding on or on behalf of the Company or for the benefit of the Company or (ii) make representations that he has authority to act for or represent that he is engaged by the
Company in any capacity other than as a consultant during the Term, except as authorized by an executive officer of the Company in writing. 
  
 6. Intellectual Property. Any and all inventions, discoveries, developments and innovations conceived by Consultant during his engagement relative to the duties under this Agreement shall
be the exclusive property of the Company, and Consultant hereby assigns all right, title and interest in the same to the Company. 
  
 7. Confidentiality. The Consultant acknowledges that he will have access to, and that there will be disclosed to him, information of a confidential and/or trade secret nature that has great value to and that constitutes
a substantial basis and foundation upon which the business of the Company is predicated (“Confidential Information”). During the Term and thereafter, the Consultant shall keep all Confidential Information in confidence and shall not
disclose any Confidential Information to any other person, except (i) to the Company’s personnel on a “need-to-know” basis and other persons designated in writing by an executive officer of the Company, (ii) to the extent such
disclosure may be required by law, (iii) if such information hereafter becomes lawfully obtainable from other sources, or (iv) to the extent such duty as to confidentiality is waived in writing by an executive officer of the Company. Without the
express written consent of an executive officer of the Company, the Consultant shall not use or permit to be used any Confidential Information for the gain or benefit of any party outside of the Company or for the Consultant’s gain or benefit
outside the scope of the Consultant’s engagement by the Company. The Consultant agrees to deliver promptly to the Company on termination of this Agreement, or at any other time that the Company may so request, all memoranda, notes, records,
reports, and other documents (and all copies thereof) relating to Confidential Information and/or the business of the Company that it obtained while employed by or otherwise serving or acting on behalf of the Company or any of its subsidiaries.

  
 8. Indemnification. The Company shall indemnify and hold harmless the Consultant from and against
any and all claims, expenses and liabilities (including, without limitation, attorneys’ fees and costs of investigation and defense) it may incur by reason of the Consultant providing services to or for the Company by virtue of this Agreement
so long as Consultant acted in good faith and in a manner Consultant reasonably believed to be in the best interests of the Company. Consultant shall indemnify and hold harmless the Company from and against any and all claims, expenses and
liabilities (including, without limitation, attorneys’ fees and costs of investigation and defense) it may incur by reason of the Consultant providing services to or for the Company that are performed in bad faith, recklessly or in violation of
law by Consultant. 

 








  
 9. Termination. If Consultant fails or refuses to comply with the
written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provision of this Agreement, then the Company at any time may terminate this Agreement
immediately upon written notice to the Consultant. Also, Consultant may terminate this Agreement immediately upon written notice to the Company. 
  
 10. Choice of Law/Arbitration. The laws of the State of California shall govern this Agreement. Any controversies arising out of the terms of this Agreement or its interpretation shall be
settled in Orange County, California in accordance with the employment rules of JAMS, and the judgment upon award may be entered in any county having jurisdiction thereof. If the parties cannot agree on an arbitrator, then the individual arbitrators
selected by each party shall elect the arbitrator. 
  
 11. Miscellaneous. This Agreement may be
modified only with a written instrument duly executed by each of the parties. No waiver by any party of any breach of this Agreement will be deemed to be a waiver of any preceding or succeeding breach. The Consultant acknowledges and agrees that the
Company’s remedy at law for any breach of the Consultant’s obligations hereunder would be inadequate, and agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce
any provision of this Agreement. 
  
 12. Entire Understanding. This Agreement, along with the
Separation Agreement dated November 3, 2002, between the Company, the Consultant and St. John Knits International, Incorporated, constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and
representations, either written or oral, are of no further force and effect. 
  
 13. Notices. For
purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when either (i) personally delivered or (ii) mailed by United States registered mail,
return receipt requested, postage prepaid, as follows: 
  
 
	 If to the Company:
 	  	 St. John Knits, Inc.
 17622 Armstrong Avenue
 Irvine, CA 92614
 Attn: CEO
 
	 
	 With a copy to:
 	  	 Mr. Jim Kelley
 Vestar Capital Partners
 1225 17th Street, Suite 1660
 Denver, Colorado 80202
 
	 
	 If to Consultant:
 	  	 Bob Gray
 5 Masters Circle
 Newport Coast, CA 92657
 

 

 








  
 or such other address as either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt. 
  
 EXECUTED as of the date
first mentioned above, at Orange County, California. 
  
 
	 ST. JOHN KNITS, INC.
 a California corporation
 
	 
	 By:
 	 	 

	 Name: Bruce Fetter
 Title: Co-Chief Executive Officer
 

 
  
 
	 BOB GRAY
 an individual
 
	 
	 By:
 	 	 

	 Name: Bob Gray
 

 
  
 Approved as to Content: 
  
 
	 
	 By:
 	 	 

	  	 	 Jim Kelley
 Chairman of the Board