exv10w42



 



Exhibit 10.42




UNQUALIFIED RELEASE AGREEMENT



Agreement made this 9th day of December, 2002, by and between John Serino, an
individual, on behalf of himself, his heirs, and anyone else who has or obtains
legal rights through him (hereafter referred to as “I”, “me” or “Releasor”) and
River Hills Wilsons, Inc., a Minnesota corporation, and any organization
related to River Hills Wilsons, Inc. in the past or present, and past or
present officers, directors, employees (with the exception of Releasor),
shareholders, committees, insurors, agents, successors and assigns of River
Hills Wilsons, Inc. or any past or present related organization or entity
(hereafter referred to as “Wilsons”).





Definitions. All the words in this Unqualified Release Agreement (“Release”)
have their meaning in ordinary English.





Payments and Promises. In exchange for my Promises, as set forth below,
Wilsons has promised to do the following things for me:






	1.	 	Pay me the gross lump sum amount of $471,692.31, less all applicable
federal and state tax deductions and other applicable deductions, which
net amount shall be paid during the first full pay period after my
termination date, provided I have properly executed this Release (and
providing that the revocation and rescission periods have passed without
my revoking or rescinding this Release in whole or in part);
	 
	2.	 	Pay me the lump sum of $6,000.00, which represents the estimated cost of
COBRA coverage premiums (both the employer and employee portions) for a
six-month period. I acknowledge and agree that in order to obtain COBRA
continuation of the medical and/or dental coverage for which I am eligible
and currently enrolled as of my termination date, I must timely elect
COBRA coverage. Based on my termination date of February 7, 2003, I
understand that my insured benefits coverage will end on February 28,
2003; therefore, I must timely and properly elect COBRA coverage effective
March 1, 2003. I acknowledge and agree that if I fail to timely and
properly elect COBRA coverage, or if I fail to timely pay the COBRA
invoices, Wilsons shall not be liable for any lapse in medical and/or
dental coverage or COBRA coverage;
	 
	3.	 	Pay my car allowance in the amount of $600.00 for the month of January
2003;
	 
	4.	 	Allow me until February 6, 2005, (rather than the 90 days after
termination provided under the stock option plan), to exercise any of the
following vested stock options that are not yet exercised: (i) 92,500
shares, issued on January 28, 1998 at an exercise price of $5.83333; (ii)
10,000 shares, issued on August 24, 2000 at an exercise price of $20.6875;
and (iii) 3,750 shares, issued on March 29, 2001 at an exercise price of
$18.9375. I acknowledge and agree that any unvested stock options shall
not be vested and shall be forfeited. I further acknowledge and agree
that the 6,000 shares of unvested restricted stock options (granted on
March 29, 2002) shall not vest and shall be forfeited; and





 







 





Release

Page 2







	5.	 	Provide me executive-level career transition support through Right
Associates or an alternative agency selected by Wilsons.



Payments Contingent on Release. I understand and agree that I would not
receive the Payments and Promises set forth above as item numbers 1, 2, 3, 4
and/or 5 except for my execution of this Release and the fulfillment of my
Promises as set forth herein.





Releasor’s Claims. The claims I am releasing below include all rights to any
relief of any kind to date, including but not limited to:






	1.	 	all claims I now have against Wilsons, whether or not now known;
	 
	2.	 	all claims I have against Wilsons for alleged discrimination against me
under any federal, state or local law, including but not limited to Title
VII of the Civil Rights Act of 1964, as amended (“Title VII”), 42 U.S.C.
§1981, the Civil Rights Act of 1991, the Fair Labor Standards Act
(“FLSA”), the Americans with Disabilities Act (“ADA”), Executive Order
11246, the Age Discrimination in Employment Act, as amended (“ADEA”), or
the Minnesota Human Rights Act, as amended (“MHRA”);
	 
	3.	 	all claims arising out of the hiring process used by Wilsons or arising
out of my termination, including but not limited to, any alleged breach of
contract, defamation or intentional infliction of emotional distress;
	 
	4.	 	all claims for attorneys’ fees; and
	 
	5.	 	all claims for any other alleged unlawful employment practices arising
out of or relating to my employment or the termination of my employment.



My Promises. In exchange for receiving the payments and other consideration
set forth in this Release, I hereby promise to fully and finally release, give
up and otherwise relinquish all my claims against Wilsons, including but not
limited to claims under Title VII, 42 U.S.C. §1981, the Civil Rights Act of
1991, FLSA, ADA, Executive Order 11246, ADEA and MHRA. I promise that I have
not filed and will not file any charges, complaints or civil actions against
Wilsons with any court, arbitration board or administrative agency and that I
will not bring any lawsuits or make any other demands against Wilsons except if
necessary to enforce the provisions of this Release. Further, I will not
participate in any complaints, demands or civil actions against Wilsons brought
by third parties. The payments and other consideration I will receive as set
forth in this Release is full and fair payment for the release of all my
claims. Wilsons does not owe me anything in addition to what I will receive
under this Release. I further promise to return all company property to
Wilsons, including but not limited to cell phone, company-provided credit
card(s) and security card(s), any company vehicle, any company equipment and
any proprietary company documents and/or information that may be in my
possession.





Additional Agreements and Understandings. I acknowledge that Wilsons’ position
is that even though it has paid me to release my claims, Wilsons does not admit
that it is responsible





 







 


Release

Page 3






or legally obligated to me and, in fact, Wilsons denies any wrongdoing or legal
obligation to me.





Confidentiality. I agree not to disclose any information regarding the
existence or substance of this Release (specifically including but not limited
to the information contained in Attachment A) or the payments and other
consideration given in exchange for the Release except to my spouse, a
financial advisor and an attorney or attorneys with whom I may choose to
consult regarding my consideration of this Release. It shall be a condition of
any disclosure to any such individuals that they also maintain the
confidentiality of the Release.





Rights to Counsel, Consider, Revoke and Rescind. I understand that I am
advised by Wilsons to consult an attorney prior to signing this Release. I have
read this Release carefully and understand all of its terms. I have had the
opportunity to discuss this Release with my own attorney. In agreeing to sign
this Release, I have not relied on any statements or explanations made by
Wilsons, its agents or its attorneys, other than Wilsons’ promises as set forth
in this Release.





I further understand that I have forty-five (45) days to consider my release of
rights and waiver of claims beginning the date on which I receive this Release.
I agree that any changes in this Release made prior to signing, whether
material or not, do not restart or otherwise affect the 45-day period for
consideration.





If I sign this Release, I understand that I am entitled to revoke my release of
rights or claims of age discrimination under the ADEA within seven (7) days of
executing it, and it shall not become legally binding or enforceable until the
seven-day period has expired. Any revocation within this period must be
submitted in writing to Corrine G. Lapinsky, Director of Legal Services,
Wilsons Leather, 7401 Boone Avenue No., Brooklyn Park, Minnesota 55428. The
revocation must be either personally delivered or mailed and postmarked within
seven (7) days of execution of the Unqualified Release Agreement. This
Unqualified Release Agreement shall not become effective or enforceable until
the revocation period has expired.





I further understand that, pursuant to Minnesota law as set forth below, I may
rescind this Release for a period of fifteen (15) days following the date of
this Agreement. Any rescission within this period must be submitted in writing
to Corrine G. Lapinsky, Director of Legal Services, Wilsons Leather, 7401 Boone
Avenue No., Brooklyn Park, Minnesota 55428, and the rescission must state, “ I
hereby rescind my acceptance of the Unqualified Release Agreement.” The
rescission must be either personally delivered or mailed and postmarked within
fifteen (15) days of execution of the Unqualified Release Agreement. This
Unqualified Release Agreement shall not become effective or enforceable until
the rescission period has expired. If the last day of the rescission period is
a Saturday, Sunday or legal holiday in Minnesota, then the rescission period
shall not expire until the next following day which is not a Saturday, Sunday
or legal holiday.





Releasor is further specifically advised pursuant to Minnesota Statutes Section
363.031 that Releasor has the right to rescind this Agreement within fifteen
(15) calendar days of its execution. To be effective, the rescission must be
in writing and delivered to





 







 


Release

Page 4






Wilsons either by hand delivery or by mail, properly addressed to Corrine G.
Lapinsky at the address given above and sent by certified mail, return receipt
requested, within said fifteen (15) day period.





Attachment A. I understand that as part of the closure of the El Portal and
Bentley’s travel businesses, all Home Office personnel who have been notified
of termination are eligible for and have been offered a separation incentive,
contingent upon execution of a Release. I understand that in order to receive
the separation incentive set forth in this Release, I must sign and return this
Release to Wilsons within forty-five (45) days after receiving it and not
revoke my release of rights and claims of age discrimination under the ADEA
within the seven (7) day period described above nor rescind this Release within
the 15-day period provided under Minnesota law. I acknowledge that I have been
provided, in the attached Attachment A, with the following information: (1)
the job classification group offered the separation incentive; (2) the
eligibility requirements of the group; (3) the time limits applicable to the
separation incentive; (4) the job titles and ages of the employees eligible or
selected for the separation incentive; and (5) the job titles and ages of the
employees in the same job classification who are not selected for the
separation incentive.





(Remainder of Page Intentionally Left Blank)






 







 


Release

Page 5






IN WITNESS WHEREOF, the parties have signed this Release on this 9th day of
December, 2002.





John Serino (on behalf of himself, his heirs, successors and assigns)






	 	 	 	 	 
	/s/ John Serino	 	12/9/02	 	 
	
	 	


	 	 
	
John Serino
	 	Date	 	 
	 	 	 	 	 
	STATE OF MINNESOTA                  )	 	
 	 	 
	           
                                
                )ss.	 	
 	 	 
	COUNTY OF  Hennepin                     )	 	
 	 	 



On this 9th day of December, 2002, personally appeared before me, a Notary
Public within and for said County, John Serino, known to be the person named in
and who executed the foregoing Unqualified Release Agreement and who
acknowledged such execution to be his free act and deed for the purposes
therein expressed.






	 	 	 
	 	 	
/s/ Phebe McCormack
	(Stamp or Seal)	 	


Notary Public



River Hills Wilsons, Inc. (on behalf of itself, its parent, subsidiary and
affiliated corporations, concerns, successors and assigns)






	 	 	 	 	 
	By:  /s/ Betty Goff
	 	 	 	 
	     Betty Goff	 	 	 	 
	     Vice President, Human Resources	 	 	 	 
	 	 	 	 	 
	STATE OF MINNESOTA                     )	 	
 	 	 
	           
                                 
                  )ss.	 	 
	 	 
	COUNTY OF HENNEPIN                    )	 	
 	 	 



On this 10th day of December, 2002, personally appeared before me, a Notary
Public within and for said County, Betty Goff, Vice President Human Resources,
of River Hills Wilsons, Inc., known to be the person named in and who executed
the foregoing Unqualified Release Agreement and who acknowledged that she
executed the same as her free act and deed for the purposes therein expressed.






	 	 	 
	 	 	
/s/ Heather L. Irwin
	(Stamp or Seal)	 	


Notary Public