Naked Brand Group, Inc. - Exhibit 10.41 - Filed by newsfilecorp.com






CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE


            THIS
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this
“Agreement”) dated as of March 17, 2016, is made by and between
Naked Brand Group Inc., a Nevada corporation, with its principal place of
business at 95 Madison Ave, New York, NY (“Company”) and Michael
Flanagan, an individual (“Employee”) serving as Chief Financial
Officer of the Company. Company and Employee shall be referred to individually
as a “Party” and collectively as the “Parties”).


RECITALS 

            WHEREAS,
the Employee has determined to retire and, based on mutual agreement of the
Parties, he will end his service as Chief Financial Officer of the Company and
his employment with the Company as of March 17, 2016; and

            WHEREAS,
the Parties wish to formalize their post-separation relationship, and their
respective post-separation rights and obligations.

AGREEMENT 

            NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto hereby agree as follows:


            1.       
Separation Acknowledgment.

            (A)       
Employee and Company acknowledge and agree that Employee ceased serving as Chief
Operating Officer of the Company effective February 17, 2016. Employee and
Company further acknowledge and agree that Employee’s last day of employment
will be March 17, 2016 (the “Separation Date”), at which time
Employee will end his service as Chief Financial Officer of the Company.
Employee will be paid for all time worked up to and including the Separation
Date, regardless of whether Employee signs this Agreement.

            (A)       
Vacation. Company shall pay out to Employee all accrued and unused
vacation time through the Separation Date in accordance with Company policy.


            (B)       
Stock Options. Employee’s unvested stock options, if any, shall continue
to vest in accordance with the applicable Company stock plan and Employee’s
stock option agreement up through the Separation Date. Employee will have 90
days after the Separation Date to exercise any vested options, after which time
such vested options will expire. No unvested stock options will vest after the
Separation Date. 

            (C)        Continuation
of Health Insurance Benefits. Employee’s eligibility to participate in
Company-sponsored group health insurance plans as an employee of the Company
will end effective March 31, 2016, subject to Employee’s right to elect
continuation health insurance coverage for Employee and Employee’s dependents, if any, under
the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), subject to COBRA’s
terms, conditions and restrictions. 




            2.       
Consideration.

            In
full and complete consideration of the representations and covenants of the
Employee set forth herein, Company hereby agrees to: 

            (A)       
Pay Employee a severance payment in the total gross amount of one hundred
thousand dollars ($100,000), which is the equivalent of six (6) months of
severance pay at Employee’s current base rate of pay as of today, less
withholding of all applicable federal, state and local taxes. The foregoing
severance payment will be paid to Employee in equal semi-monthly installments
through September 15, 2016, in accordance with the Company’s regular payroll
cycles and practices. The first installment of the severance payment will be
made on Company’s first payroll pay date that is at least ten (10) days after
the expiration of the Revocation Period described in Section 17 below. Employee
acknowledges and agrees that the consideration contained in this Section 2 is
not required by any policy, plan or prior agreement, constitutes sufficient
consideration for Employee’s duties, obligations and undertakings set forth
herein, including without limitation the General Release contained in Section 4
below, and fully compensates Employee for the claims he is releasing. 

            3.       
Acknowledgement of Receipt of All Compensation and Benefits. Employee
acknowledges and agrees that Employee has received all compensation,
commissions, bonuses, severance, vacation, sick and any other pay and benefits
to which the Parties have mutually agreed the Employee is entitled to receive
from Company up to and through the Separation Date, and that Employee will not
receive, and is not entitled to receive, any further compensation or benefits
from Company, except for those expressly set forth in this Agreement.

            4.       
General Release. 

                        (A)       
In consideration of the promises contained herein, including the severance
payment set forth in Section 2 and other consideration provided by the Company,
Employee knowingly and voluntarily releases and forever discharges, to the
maximum extent permitted by law, Company and its subsidiaries and affiliates and
each of their respective current and former members, managers, shareholders,
directors, officers, employees, agents and all related persons, and their
respective successors and assigns (each in their respective individual and
official capacities, each a “Releasee” and collectively the
“Releasees”) of and from any and all claims, whether known or
unknown, anticipated or unanticipated, and/or disclosed or undisclosed, which
Employee has or may have against any Releasee or Releasees and his or their
heirs, executors, administrators, representatives, beneficiaries, successors or
assigns as of the Separation Date (individually referred to as a “Released
Claim” and collectively referred to as the “Released
Claims”). The Released Claims include, without limitation, any
and all claims arising out of, resulting from, connected with and/or caused by
the employment by Company of Employee and the termination of such employment,
including without limitation any alleged claim under, or alleged violation of,
the following laws (as amended) or any other law, policy, contract or cause of action: (1) Title VII of the Civil Rights Act of 1964; (2)
Section 1981 through 1988 of Title 42 of the United States Code; (3) The Civil
Rights Act of 1991; (4) The Employee Retirement Income Security Act of 1974; (5)
The Age Discrimination in Employment Act of 1967 (“ADEA”); (6) The
Americans with Disabilities Act of 1990; (7) The Federal Occupational Safety and
Health Act; (8) The Family and Medical Leave Act of 1993; (9) Any and all other
federal, state and/or local civil and/or human rights laws, rules, requirements,
and/or regulations; (10) Any other Federal, state and/or local laws, rules,
requirements, regulations and/or ordinances, and/or any public policies,
contracts, including, without limitation, any collective bargaining agreement,
and/or tort or common law, having any bearing whatsoever on, or based upon any
matter or conduct, including, without limitation, any matter or conduct
involving the terms and conditions (including, without limitation, with respect
to compensation and benefits) of the Employee’s employment with, or cessation of
employment with, Company, which claim, with respect to any of the foregoing, the
Employee has or may have as of the Separation Date; and (11) Any claim for
costs, fees, or other expenses including, without limitation, attorney’s fees
and/or court costs, incurred in any of the foregoing matters.

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                        (B)       
Non-Released Claims. The General Release in Section 4(A) above does not
apply to: 

                                        
(a)        Any claims for vested benefits
under any Company retirement, 401(k), profit-sharing or other deferred
compensation plan; 

                                        
(b)        Any claims to require Company to
honor its commitments set forth in this Agreement;

                                        
(c)        Any claims to interpret or to
determine the scope, meaning, enforceability or effect of this Agreement; 

                                        (d)       
Any claims that arise after Employee has signed this Agreement;

                                        
(e)        Any claims for worker’s
compensation benefits, any Claims for unemployment compensation benefits, and
any other Claims that cannot be waived by a private agreement. 

                          The
General Release is subject to and restricted by Employee’s Retained Rights in
Section 5 below. 

            5.       
Retained Rights.

                  
    (A)        Regardless
of whether or not Employee signs this Agreement, nothing in this Agreement is
intended to or shall be interpreted: (i) to restrict or otherwise interfere with
Employee’s obligation to testify truthfully in any forum; (ii) to restrict or
otherwise interfere with Employee’s right and/or obligation to contact,
cooperate with, provide information to – or testify or otherwise participate in
any action, investigation or proceeding of – any government agency or commission
(including, but not limited, to the Equal Employment Opportunity Commission (“EEOC”)); or (iii) to disclose any information or produce any
documents as is required by law or legal process. 

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                        (B)       
Further, the General Release in Section 4(A) does not prevent Employee from
contacting or filing a charge with any federal, state or local government agency
or commission (including, but not limited to, the EEOC). However, the General
Release does prevent Employee, to the maximum extent permitted by law, from
obtaining any monetary or other personal relief for any of the claims Employee
has released in Section 4(A) with regard to any charge Employee may file or
which may be filed on Employee’s behalf. For sake of clarity, the tender back
provision in Section 6(B) below shall not apply to any administrative charges or
filings referenced in this Section 5. 

            6.       
No Suits. Employee represents, warrants and covenants to Company that,
except to the extent prohibited, restricted or otherwise limited by applicable
law(s): 

                        (A)       
Employee has not commenced or filed, and covenants not to commence, file,
voluntarily aid or in any way prosecute or cause to be commenced or prosecuted
against any Releasee or Releasees any action, complaint or other proceeding,
subject to the provisions of Section 5 above; and

                        (B)       
In the event Employee files any civil complaint or commences any litigation of
any kind that is covered by the General Release in this Agreement, Employee
shall immediately tender back all consideration received under this Agreement
and pay all of the attorneys’ fees, expenses and costs incurred by the Releasees
in connection with the complaint or action filed, provided that this sentence
shall not apply to any claim by Employee that the waiver and release herein of
any age discrimination claim was not knowing and voluntary under the Older
Workers Benefit Protection Act. The Releasees shall also have the right of
set-off against any obligation to Employee under this Agreement.

                        (C)       
In addition to the remedies noted above, Company may pursue all other remedies
available under law or equity to address Employee’s breach of this
Agreement.

            7       
No Admission of Liability. Neither this Agreement nor the
furnishing of the consideration for this Agreement by Company shall constitute,
or be implied, deemed or construed, at any time or for any purpose as, an
admission by Company of any liability or unlawful conduct of any kind or nature,
whatsoever. 

            8.       
Confidentiality of Company’s Confidential Information. 

                        (A)       
Employee acknowledges and agrees that, in the course of employment with Company,
Employee had access to highly confidential and proprietary information
including, without limitation, any marketing, business, accounting and/or
financial records, forecasts, strategies and/or information; any non-public
information on Company’s products and/or services, including without limitation
pricing information; any records and/or information concerning customer and/or
clients, including without limitation any customer and/or client lists; 

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any records and/or information regarding Company’s employees;
and any patents, copyrights, trademarks, service marks, trade secrets,
proprietary information, and/or any other intellectual property rights
(collectively “Confidential Information”). Employee acknowledges
and agrees that Employee will not, and will not permit any other party to,
disclose Company’s Confidential Information to any individual or entity at any
time, except as permitted herein or as otherwise agreed to by Company in
writing. Company’s Confidential Information shall not include any information
that is generally available in the public domain, except for Confidential
Information disclosed by Employee in breach or violation of this Section 8. 

                        (B)       
Employee acknowledges and agrees that the materials, information, documents,
records, and content listed within the definition of Confidential Information
are simply examples of Company’s Confidential Information, and is not a complete
or exhaustive list of all materials, information, documents, records, and
content constituting all of Company’s Confidential Information. Employee further
acknowledges and agrees that, as part of Employee’s duties on behalf of Company,
Employee participated in developing Company’s Confidential Information and that
such developed Confidential Information is the sole and exclusive property of
Company and was developed for, or on behalf of, Company. If Employee is
uncertain as to whether any particular material, information, document, record
and/or content constitutes Company’s Confidential Information, Employee should
request clarification from Company’s Chief Executive Officer or Chief Operating
Officer.

                        (C)       
Employee acknowledges and agrees that as of the Separation Date, Employee has
returned to Company all of Company’s Confidential Information, existing in any
form, format and/or media, including all originals, copies and derivative works
created therefrom, including without limitation all Company Confidential
Information stored on back-up drives and devices, and Employee has deleted all
Company Confidential Information from any personal, non-Company owned computers
and/or other electronic memory or storage devices that Employee owns, uses or
maintains. Employee further acknowledges and agrees that Employee has not
modified, altered or deleted any material, information, document, record and/or
content, whether constituting Confidential Information or not, located on any
computer, system, server, and/or electronic memory or storage device, including
without limitation any computer, system, server and/or electronic memory or
storage device, owned, leased, and/or used by Company and/or its employees,
without the prior express written consent of Company’s Chief Executive Officer,
which consent may be granted or withheld in the sole discretion of Company’s
Chief Executive Officer.

                        (D)       
As an express condition to Company’s obligation to provide the consideration set
forth in Section 2, Employee acknowledges and agrees that as of the Separation
Date, Employee has returned to Company, any and all Company owned property and
equipment, including without limitation (1) any computers (except 1 Dell Laptop
used exclusively by employee), back-up drive(s), memory device(s), with all
information, documentation and systems intact; and (2) any credit card(s) and/or
cell phone(s) or similar device(s).

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            9.        Confidentiality of this Agreement. Employee
and Company acknowledge and agree that the terms of this Agreement are
confidential and each party hereby agrees to keep and maintain the terms, covenants, obligations, representations,
warranties, and agreements contained herein, strictly confidential. Each party
agrees that it has not, and will not, disclose the existence, terms and
conditions of this Agreement to any person or entity other than such party’s
attorney, accountant, and/or, in the case of the Employee, his immediate family
members (“Permitted Confidants”) and promises that none of the
Permitted Confidants will disclose any such information or material; except: to
the extent required by law; (iii) in connection with any claim to enforce,
interpret or determine the scope, meaning, enforceability or effect of the
Agreement; (iv) to obtain confidential legal, tax or financial advice with
respect thereto or; (v) in connection with any of Employee’s Retained Rights as
set forth in Section 5 above. In the event that either party and/or his or its
Permitted Confidants, receive any subpoena, court order or other legal process
requiring that such party and/or his or its Permitted Confidants disclose
information or material described in this Section 9, such party shall
immediately notify the other party, to the extent permitted by applicable
law(s), and such party and/or his or its Permitted Confidants shall cooperate
fully with the other party to lawfully resist disclosure of the requested
information or material and/or to obtain a protective order with regard
thereto.

            10.     
Non-Disparagement. Each party agrees that such party will not, and will
not cause any other party to, disparage the other party, and, in the case of the
Company, its subsidiaries and/or affiliates and/or any of their respective
members, managers, shareholders, directors, officers, and/or employees, or any
of the products and/or services offered or performed by Company and/or its
subsidiaries and/or affiliates, to any third party or third parties, including
without limitation to, clients and/or customers; and/or to any member(s) of the
press or media. This restriction is subject to and limited by Employee’s
Retained Rights in Section 5 above. 

            11.     
References. Company acknowledges and agrees that Employee’s separation of
employment from Company shall be treated as a final termination, and in the
event that a prospective employer of Employee requests an evaluation or
reference for Employee, Company will provide a neutral reference only, stating
the dates of Employee’s employment with Company, salary and job title held
immediately prior to Employee’s separation from employment with Company. All
requests for references, evaluations and/or any other information by a
prospective employer of Employee should be directed only to Company’s Chief
Operating Officer. 

            12.     
Agreement Regarding Continued Cooperation. Employee agrees to provide
Company and/or its designee, upon request, with any information Employee
obtained during the course of Employee’s employment with Company, which
information may concern Company, its business, employees and/or any other issue
or matter related to Company. Employee further agrees to speak and/or meet with
Company’s legal counsel, in connection with the investigation or defense of any
threatened or potential, or actual, internal complaint, legal claim or
proceeding (collectively “Action”), that may currently exist or
arise in the future, and Employee agrees to otherwise cooperate fully with
Company, to the extent permitted by applicable law(s), in the investigation or
defense of any such Action. In the event that Company requires Employee’s
assistance pursuant to this Section 12, Company will compensate Employee for
Employee’s time at a mutually agreed upon rate and will reimburse Employee for
all reasonably necessary travel and out-of-pocket expenses. 

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            13.     
Severability. Nothing in this Agreement is intended to violate any law or
shall be interpreted to violate any law. In the event any provision, paragraph,
part or subpart of any paragraph in this Agreement or the application thereof is
construed to be overbroad and/or unenforceable, then the court making such
determination shall have the authority to narrow the paragraph or part or
subpart of the paragraph as necessary to make it enforceable and the paragraph
or part or subpart of the paragraph shall then be enforceable in its/their
narrowed form. Moreover, each paragraph or part or subpart of each paragraph in
this Agreement is independent of and severable (separate) from each other. In
the event that any paragraph or part or subpart of any paragraph in this
Agreement is determined to be legally invalid or unenforceable by a court and is
not modified by a court to be enforceable, the affected paragraph or part or
subpart of such paragraph shall be stricken from the Agreement, and the
remaining paragraphs or parts or subparts of such paragraphs of this Agreement
shall remain in full, force and effect. 

           
14.      Entire Agreement. This Agreement sets
forth the entire agreement between the Parties with respect to the subject
matter contained herein and cancels and supersedes any and all prior and
contemporaneous oral and written agreements, understandings, representations and
warranties between the Parties, which are not incorporated herein. All prior
agreements between Company and Employee, shall be and are hereby considered
terminated, null, void and of no further effect, and Company shall have no
further obligations to the Employee thereunder.

           
15.      Governing Law. This Agreement shall be
governed by the laws of the State of New York without giving effect to its
conflict-of-laws principles. Each Party hereby consents to the exclusive
jurisdiction and venue of the state or Federal courts located in New York
County, NY for any and all disputes arising out of this Agreement. 

           
16.      Acknowledgments. Employee acknowledges
that: 

            (a)       
Company hereby advises Employee to consult with an attorney prior to executing
this Agreement, including the General Release; 

            (b)       
Employee has read carefully the terms of this Agreement, including the General
Release; 

            (c)       
Employee has had an opportunity to and has been encouraged to review this
Agreement, including the General Release, with an attorney; 

            (d)       
Employee understands the meaning and effect of the terms of this Agreement,
including the General Release; 

            (e)       
Employee was given at least twenty-one (21) days following his receipt of this
Agreement to determine whether he wished to sign this Agreement, including the
General Release; 

            (f)       
Employee’s decision to sign this Agreement, including the General Release, is of
his own free and voluntary act without compulsion of any kind; 

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            (g)       
No promise or inducement not expressed in this Agreement has been made to
Employee;

            (h)       
Employee understands that he is waiving his claims as set forth in Section 4(A)
above, including, but not limited to, claims for age discrimination under the
Age Discrimination in Employment Act (subject to the limitations in Section 4(B)
above and Employee’s Retained Rights in Section 5 above); and 

            (i)       
Employee has adequate information to make a knowing and voluntary waiver of any
and all claims as set forth in Section 4(A) above. 

            17.     
Revocation Period. If Employee signs this Agreement, he will retain the
right to revoke it for seven (7) days (such time period the “Revocation
Period”). If Employee revokes this Agreement, he is indicating that he
has changed his mind and does not want to be legally bound by this Agreement.
The Agreement shall not be effective until after the Revocation Period has
expired without Employee having revoked it. To revoke this Agreement, Employee
must send a certified letter to the following address: Naked Brand Group, Inc.,
95 Madison Avenue, 10th Floor, New York, NY 10016, Attn: Ms Carole
Hochman, CEO. The letter must be postmarked within seven (7) days of Employee’s
execution of this Agreement. If the seventh day is a Sunday or federal holiday,
then the letter must be post-marked on the following business day. If Employee
revokes this Agreement on a timely basis, Employee shall not be eligible for the
consideration set forth in Section 2. 

           
18.      Equitable Relief. Employee acknowledges
and agrees that in the event of a breach or an anticipated breach of this
Agreement, Company may suffer irreparable injury and damage, without an adequate
remedy at law. Accordingly, Employee agrees that in the event of a breach or an
anticipated breach of this Agreement, Company may seek, in addition to any and
all other rights and remedies at law and/or in equity, specific performance and
injunctive relief (both temporary and permanent). 

            19.     
Counterparts. This Agreement may be executed in counterparts, which when
taken together shall constitute one and the same instrument. 

            20.     
Headings and Captions. The subject headings and captions are included for
convenience purposes only and shall not affect the interpretation of this
Agreement. 

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PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING WITHOUT LIMITATION ALL CLAIMS ARISING
UNDER THE ADEA.

      
     To signify their agreement to the terms,
covenants, obligations, representations, warranties and agreements contained
herein, the Parties have executed this Agreement as indicated below. 

	          Naked Brand Group Inc. 	         Michael Flanagan 
	 	 
	 	 
	By:     /s/ Carole
      Hochman                                      
       	By:      /s/
      Michael
      Flanagan                                  
       
	 	 
	Dated: March 17,
      2016                                              
      	Dated: March 17,
      2016                                              
      
	 	 
	         Name: Carole Hochman 	         Name: Michael
      Flanagan 
	 	 
	         Title: Chief Executive
      Officer 	 


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