Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) is made and entered into as of 8th day of
February, 2006  between Cache, Inc.,
a Florida corporation, having its principal place of business at 1460 Broadway,
New York, New York 10036 (“Cache” or the “Company”) and Brian P. Woolf, an
individual residing at 222 Weston Road, Weston, Connecticut 06883 (“Woolf” or “Executive”).


 


WHEREAS, the
Company wishes to continue the employment of Woolf as Chief Executive Officer
and Woolf wishes to continue such employment on the terms and conditions set
forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties hereto each intending to be legally
bound, agree as follows:


 


1.0                               Employment


 


Cache
hereby employs Woolf as Chief Executive Officer and Woolf hereby accepts such
employment. This Agreement shall commence on February 8, 2006 for a term
of 3 years expiring on February 7, 2009 (the “Expiration Date”), subject
to termination as hereinafter provided.


 

















 


2.0                               Duties
and Responsibilities


 


2.1                                 During
Executive’s employment, Executive shall perform all duties and accept all
responsibilities as may be assigned from time to time by the Board of
Directors of Cache (the “Board”) and that are consistent with the duties and
responsibilities of a Chief Executive Officer.


 


2.2                                 Executive
agrees that he will diligently devote his entire business skill, time and
effort to the performance of his duties on behalf of Cache. Executive agrees
that he will not, alone or as a member of a partnership or as an officer,
director, employee or agent of any other person, firm or business organization,
engage in any other business activities or pursuits requiring his personal
services that might conflict with his duties hereunder.


 


2.3                                 Executive
represents and warrants that he is not subject or party to any employment
agreement, non-competition covenant, non-disclosure agreement or other
agreement, covenant, understanding or restriction that would prohibit Executive
from executing this Agreement and performing fully his duties and
responsibilities hereunder, or which would in any manner, directly or
indirectly, limit or affect the duties and responsibilities which may now
or in the future be assigned to Executive by Cache.


 


2.4                                 Executive
agrees that at all times he will strictly adhere to and perform all his
duties in accordance with applicable laws, rules and regulations, and in
accordance with policies and procedures of Cache that are in effect from time
to time.


 


3.0                               Compensation
and Benefits


 


3.1                                 Salary.  During
the initial year of Executive’s employment under this Agreement (February 8,
2006 through February 7, 2007), Cache shall pay Executive an annual base
salary of


 


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$725,000 less
withholdings and other applicable payroll deductions as required by law,
payable in equal installments at such times as Cache customarily pays its other
senior executive officers (but in no event less often than monthly). For each
fiscal year during the term of this Agreement that Cache achieves a 5 percent
increase in pre-tax profit greater than its 2005 (the “Base Year”) pre-tax
profit, Executive will receive an increase in his annual base salary of $75,000.
For instance, if Cache’s pre-tax profits for 2006 equal or exceed Cache’s
pre-tax profits for the Base Year, then during the second year of Executive’s
employment under this Agreement (February 8, 2007 through February 7,
2008) Executive shall earn a $75,000 salary increase and shall receive an
annual base salary of $800,000, less withholdings and other applicable payroll
deductions as required by law. If during any fiscal year during the term of
this Agreement Cache fails to achieve a pre-tax profit equal to or greater than
the Base Year pre-tax profit, then Executive shall not receive a salary
increase for the corresponding year of Executive’s employment under this
Agreement.


 


Any
compensation increase pursuant to this Section 3.1 shall become a
permanent part of Executive’s annual base salary.


 


3.2                                 Benefits.  Executive
will be eligible to receive the health care and other benefits that Cache makes
available to its senior executive officers including term life insurance equal
to three times the Executive’s annual salary, provided that Executive meets the
eligibility requirements for such plans or programs. In addition, Executive
will continue to participate in the Executive Committee Bonus Plan and in Cache’s
Stock Option Plan, under the terms of those Plans, and nothing in this
Agreement is intended to modify or discontinue Executive’s participation in
either Plan.


 


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3.3                                 Business
Expenses.  Executive shall be reimbursed for the reasonable
business expenses incurred on Cache’s behalf in connection with the performance
of his services hereunder upon presentation of an itemized account and written
proof of such expenses, in accordance with the policies established by Cache.


 


3.4                                 Discretionary
Bonus.  The Executive shall be entitled to such performance based
bonuses as the Board may from time to time determine in its discretion.


 


4.0                               Termination
Without Compensation


 


4.1                                 Mutual
Agreement.  Executive’s employment, and the parties’ respective
obligations hereunder, may be terminated by mutual written agreement, with
at least 30 days prior written notice of the termination date agreed to by the
parties.


 


4.2                                 Resignation.  Executive
may submit his written resignation at least 60 days prior to a specified
termination date.


 


4.3                                 Partial/Total
Disability.  If Executive is unable to perform his duties
and responsibilities to the full extent required hereunder, either with or
without reasonable accommodation, by reason of physical or psychiatric illness,
injury or incapacity for six (6) continuous months or nine (9) months
in a twelve (12) month period, Cache may terminate Executive’s employment
by written notice of the termination date and Cache shall have no further
liability or obligation to Executive hereunder, except for any unpaid salary
and benefits accrued to the date of termination. During any period of
disability, Executive will receive his salary in effect at the time of
disability, less any amounts received as disability benefits through


 


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any applicable disability
program, Cache benefit plan or the Social Security Administration. In the event
of any dispute under this Section 4.3, Executive shall submit to a
physical and/or psychiatric examination by a licensed physician mutually
satisfactory to Cache and the Executive. The cost of such examination will be
paid by Cache and the findings of such physician shall be determinative.


 


4.4                                 Death.  If
Executive dies, this Agreement shall terminate and thereafter Cache shall not
have any further liability or obligation to Executive, his executors,
administrators, heirs, assigns or any other person claiming under or through
him, except for unpaid salary and benefits accrued to the date of his death.


 


4.5                                 Cause.  Cache
may terminate Executive’s employment for “cause” by giving Executive 30
days’ notice of the termination date and thereafter Cache shall have no further
liability or obligation to Executive. For purposes of this Agreement, “cause”
shall mean (a) Executive’s conviction, guilty plea or plea of nolo contendere
with respect to (i) any felony or (ii) any misdemeanor involving
fraud, theft, dishonesty, wrongful taking of property, embezzlement, bribery,
forgery or extortion; (b) Executive’s failure (other than by reason of
illness, injury or incapacity) to perform or fulfill any of Executive’s
material duties, responsibilities or obligations; (c) material neglect of
Cache’s business by Executive (other than by reason of illness, injury or
incapacity); (d) Executive’s habitual insobriety or substance abuse; or (e) misappropriation
of funds by Executive.


 


4.6                                 In
the event that Executive’s employment is terminated for any of the reasons set
forth in this Section 4, Cache will have no further liability or
obligation to Executive, except for any unpaid salary or benefits accrued as of
the date of termination.


 


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5.0                               Termination
With Compensation


 


5.1                                 At
any time prior to a “Change of Ownership or Control” of Cache (as defined
herein), Cache shall have the right to terminate Executive’s employment at any
time without cause by giving Executive 30 days’ notice of the termination date.
In the event that Executive’s employment is terminated pursuant to this Section 5.1,
Cache shall continue to pay Executive the salary then in effect for the balance
of the term of this Agreement, less withholdings and other applicable payroll
deductions as required by law, in accordance with Cache’s normal pay cycle. However,
Executive shall not be entitled to any compensation under this Section 5.1
unless Executive executes and delivers to Cache after notice of termination a
general release acceptable to Cache by which Executive releases Cache from any
obligations and liabilities of any type whatsoever, except for Cache’s
obligation to provide the salary specified herein. The parties acknowledge that
the salary to be provided under this Section 5.1 is in consideration for
the above-referenced release. Upon any termination under this Section 5.1,
Cache shall have no further obligation to Executive, his executor,
administrators, heirs, assigns or any other persons claiming under or through
him other than to pay to Executive the salary specified in this Section 5.1
in exchange for the above-referenced release. Executive agrees that any compensation
he is to receive pursuant to this Section 5.1 shall be reduced by any
compensation Executive receives in connection with any employment position
Executive assumes subsequent to his termination date. Executive further agrees
that, immediately upon his acceptance of any such employment position, he will
notify Cache, in writing, of his employment position and the compensation
associated with that position so that Cache may reduce the payments to be
made to Executive, in accordance with this Section 5.1.


 


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5.2                                 (a) 
If, during Executive’s employment with Cache, there is a “Change of Ownership
or Control” of Cache, Cache may terminate Executive’s employment by
providing written notice at least 30 days prior to the termination date. Upon
the occurrence of a Change of Ownership or Control followed at any time during
the term of this Agreement by the termination of Executive’s employment, other
than for Partial/Total Disability, Death or Cause, as defined, respectively, in
Sections 4.3, 4.4 and 4.5 of this Agreement, the provisions of Section 5.2(b) of
this Agreement shall apply. In addition, at any time following a Change of
Ownership or Control, Executive shall have the right to elect to voluntarily
terminate his employment by providing written notice at least 60 days prior to
the termination date. In the event that Executive resigns during a window
period, which shall be the period beginning 90 days after the Effective Date of
a Change of Ownership or Control and ending one hundred eighty (180) days after
the Effective Date of a Change of Ownership or Control, the provisions of Section 5.2(b) shall
then apply. All other resignations are governed by Section 4.2 of this
Agreement.


 


(b)                                 In
the event that Executive’s employment is terminated following a Change of
Ownership or Control, or in the event that Executive resigns his position
during the window period following a Change of Ownership or Control as set
forth in Section 5.2(b), Executive shall receive a one time payment equal
to 24 months of Executive’s then in effect salary, less withholdings and other
applicable payroll deductions as required by law. However, Executive shall not
be entitled to any compensation under this Section 5.2 unless Executive
executes and delivers to Cache after notice of termination or notice of
resignation, whichever is applicable, a general release in form acceptable
to Cache by which Executive releases Cache from any obligations and liabilities
of any type whatsoever, except for Cache’s obligation to provide the salary
specified herein. The parties acknowledge that the salary to be provided under
this


 


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Section 5.2 is in
consideration for the above-referenced release. Upon any termination under this
Section 5.2, Cache shall have no further obligation to Executive, his
executor, administrators, heirs, assigns or any other persons claiming under or
through him other than to pay to Executive the salary specified in this Section 5.2
in exchange for the above-referenced release.


 


(c) For
purposes of this Section 5.2, “Change of Ownership or Control” shall mean
the occurrence of one or more of the following three events:  (i) any person becomes a beneficial
owner (as such term is defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) directly or indirectly of
securities representing more than 50% of the total number of votes that may be
cast for the election of directors of Cache; (ii)  within two years after
a merger, consolidation, liquidation or sale of assets involving Cache, or a
contested election of a Cache director, or any combination of the foregoing,
the individuals who were directors of Cache immediately prior thereto shall
cease to constitute a majority of the Board of Directors; or (iii) within
two years after a tender offer or exchange offer for voting securities of
Cache, the individuals who were directors of Cache immediately prior thereto
shall cease to constitute a majority of the Board of Directors.


 


5.3                                 In
the event that Executive dies during the payment continuation period referred
to in Section 5.1, Cache will have no further liability or obligation to
Executive, his executor, administrators, heirs, assigns or any other persons
claiming under or through him as of the date of Executive’s death.


 


6.0                               Return
of Property


 


Immediately
upon termination of Executive’s employment, Executive shall deliver to the
Cache all copies of data and information in any way associated with Cache or
the performance of


 


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Executive’s duties
including, but not limited to, all Confidential Information (as defined in Section 7.1),
documents, correspondence, notebooks, reports, computer programs, and all other
materials and copies thereof (including computer discs and other electronic
media) relating in any way to the business of Cache. Immediately upon
termination of Executive’s employment, Executive shall deliver to Cache all
tangible property belonging or licensed to Cache, including, without limitation
cell phones, facsimile machines, computers, pagers, and credit cards.


 


7.0                               Confidentiality;
Non-Compete


 


7.1                                 Confidentiality
and Nondisclosure of Information.  During Executive’s tenure with
Cache, he has had and will have access to information relating to the business
of Cache, including writings, equipment, processes, drawings, reports, manuals,
invention records, financial information, business plans, customer lists, the
identity of or other facts relating to prospective customers, inventory lists,
arrangements with suppliers and customers, computer programs, or other material
embodying trade secrets, customer or product information or technical or
business information of Cache (all of which, excluding information and materials
which are or become generally available to the public other than as a result of
disclosure by Executive or his representatives, hereinafter are referred to as “Confidential
Information”). Executive acknowledges that the Confidential Information constitutes
a valuable, special and unique asset of Cache as to which Cache has the right
to retain and hereby does retain all of its proprietary interests. However,
access to and knowledge of the Confidential Information is essential to the
performance of Executive’s duties. In recognition of this fact, Executive
agrees that he will not, during or after his employment with Cache, disclose
any of the Confidential Information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever (except as
necessary in the performance of his duties during his employment


 


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with Cache) or make use
of any of the Confidential Information for his purposes or those of another. In
the event Executive is required or requested by legal process to disclose any
of the Confidential Information, Executive shall provide Cache with prompt
notice of such requirement or request so that Cache may, at its own expense,
seek an appropriate protective order or waive compliance with the provisions of
this Section 7.1 to the extent required to comply with the request or
order. If a protective order is not obtained and/or if reasonable proof thereof
is not given by Cache to Executive by written notice and received by Executive
no later than one (1) business day preceding the date on which such
disclosure is required, Executive may disclose all or a portion of the
Confidential Information to the extent required by the Court or permitted by
the waiver, or both.


 


7.2                                 Non-compete.  Executive
hereby covenants and agrees that, during the term of his employment as set
forth in this Agreement and either for one (1) year following termination
of employment without compensation, or during the period Executive receives
compensation pursuant to Section 5.1, Executive will not, directly or
indirectly, engage in competition with Cache. The word “competition” as used
herein shall mean (a) an engagement as independent contractor or employee,
or other arrangement with any Restricted Entity (hereinafter defined) pursuant
to which Executive renders any services to, or directly or indirectly owns, any
Restricted Entity; provided, however, that ownership by Executive of any
aggregate of less than five (5%) percent of the outstanding shares of capital
stock of a corporation with a class of equity securities held of record by
more than five hundred (500) persons entitled to vote for the election of
directors shall not be deemed to constitute “competition.”  For purposes of this Agreement, a “Restricted
Entity” shall mean any entity which operates specialty clothing retail
stores on a


 


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national basis (i.e., in
more than 10 states) with its principal place of business located in any state
in which Cache then has a retail store.


 


7.3                                 Non-Solicitation.  Executive
hereby covenants and agrees that he shall not, directly or indirectly, for
himself or on behalf of any other person, during the term hereof or for two (2) years
following termination of employment for any reason, solicit, take away, attempt
to take away, or otherwise interfere with the written agreements and/or
existing relationship of Cache with any of its employees, agents or independent
contractors.


 


8.0                               Cooperation
by Executive


 


Executive
agrees, during and after his employment with Cache, to cooperate with Cache in
any legal proceedings or with respect to any regulatory matters relating to the
period of Executive’s employment with Cache, provided that any reasonable
travel, room and board expenses which Executive incurs in rendering such
cooperation will be reimbursed by Cache.


 


9.0                               No
Disparagement


 


9.1                                 Executive
agrees, both during and after Executive’s employment with Cache, not to
disparage or ridicule Cache or any of Cache’s officers, or any member of Cache’s
Board.


 


9.2                                 Cache
agrees that, both during and after Executive’s employment with Cache, it will
not disparage or ridicule Executive for any reason whatsoever.


 


9.3                                 The
provisions of Sections 6, 7, 8 and 9 shall survive the termination of this
Agreement, and of Executive’s employment.


 


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10.0                        Injunctive
Relief


 


Executive
further acknowledges that damage to Cache from Executive’s breach of this
Agreement cannot be remedied solely by the recovery of damages, and agrees that
in the event of any breach or threatened breach of any of the provisions of
Sections 6, 7 and 9 of this Agreement, Cache may pursue both injunctive
relief and any and all other remedies available at law or in equity for any
such breach or threatened breach, including the recovery of damages.


 


11.0                        Assignability;
Binding Effect


 


The
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of Cache and its successors and assigns. This Agreement calls for the
provision of personal services and, accordingly, shall not be assignable by
Executive.


 


12.0                        Miscellaneous


 


12.1                           This
Agreement supersedes all prior agreements between the parties. None of the
terms of this Agreement shall be deemed to be waived or modified, nor shall
this Agreement be renewed, or extended, except by an express agreement in
writing, signed by Executive and the Chairman of the Audit Committee of Cache’s
Board of Directors, or his or her designee. There are no representations,
promises, warranties, covenants or undertakings, other than those contained in
this Agreement, which represents the entire understanding of the parties. The
failure of a party hereto to enforce, or the delay by a party hereto to
enforce, any of its rights under this Agreement shall not be construed as a
waiver of any such party’s rights hereunder. Paragraph headings contained in
this Agreement have been inserted for convenience of reference only, are not to
be considered a part of this Agreement and shall not affect the
interpretation of any provision hereof. In the event any of the provisions of
this Agreement, or any portion thereof, shall be held to be invalid or
unenforceable, the validity and enforceability of the


 


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remaining provisions
hereof shall not be affected or impaired but shall remain in full force and
effect. This Agreement shall be governed and construed in accordance with the
laws of the State of New York. Any action brought in connection herewith shall
be brought in the federal or New York State courts sitting in the City of New
York, County of New York.


 


12.2                           Notices.  Any
notices under this Agreement shall be in writing and shall be given by personal
delivery, facsimile, by certified or registered letter, return receipt
requested, or a nationally-recognized overnight delivery service; and shall be
deemed given when personally delivered, upon actual receipt of the facsimile or
certified or registered letter, or on the business day next following delivery
to a nationally-recognized overnight delivery service at the addresses set
forth below in this Agreement or to such other address or addresses as either
party shall have specified in writing to the other party hereto.


 


 


If to Cache:


 


Thomas Reinckens


 


1440 Broadway


 


New York, NY 10018


 


 


If to Executive:


 


Brian P. Woolf


222 Weston Road


Weston, Connecticut 06883


 


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IN
WITNESS WHEREOF, the undersigned, intending to be legally
bound, have executed this Agreement on the date first above written.


 


 


	
  CACHE, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Thomas E. Reinckens

  	
   

  	
  /s/
  Brian P. Woolf

  	
   

  
	
   

  	
   Thomas
  E. Reinckens

  	
   Brian
  P. Woolf

  
						



 


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