xelb-20181231ex1010






                                                                                                             EMPLOYMENT AGREEMENT              THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February 27, 2019 by   and between XCel Brands, Inc., a Delaware corporation (the “Company”) and James F. Haran (the   “Executive”),  each  a  “Party”  and  collectively  the  “Parties.”   This  Agreement  replaces  and   supersedes that certain second amended and restated employment agreement made as of October   1, 2014, as amended and restated by and between the Company and the Executive (the “Prior   Agreement”).  Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1   of this Agreement.             WHEREAS, the Company has determined that it is in the best interests of the Company   and its shareholders to enter into an employment agreement with the Executive and the Executive   is willing to serve as an employee of the Company.             NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth  herein, it is agreed by and between the Executive and the Company as follows:                                     ARTICLE I.                              EMPLOYMENT TERMS         1.1.  Employment.  The Company will employ the Executive, and the Executive accepts  employment with the Company, upon the terms and conditions set forth in this Agreement for the  period  beginning  on  the  Effective Date  and  ending  as  provided  in  Section  1.4(a)  hereof  (the  “Employment Period”).         1.2.  Position and Duties.               (a)   Generally.  The Executive shall serve as the Chief Financial Officer of the  Company and, in such capacity shall be responsible for the general management of the financial  affairs of the Company, shall perform such duties as are customarily performed by an officer with  similar title and responsibilities of a company of a similar size and shall have such power and  authority as shall reasonably be required to enable him to perform his duties hereunder; provided,  however, that in exercising such power and authority and performing such duties, he shall at all  times be subject to the authority, control and direction of the Board of Directors and the Chief  Executive Officer of the Company.               (b)   Duties  and  Responsibilities.  The  Executive  shall  report  to  the  Chief  Executive Officer of the Company and shall devote his full business time and attention to the  business and affairs of the Company and its Subsidiaries.  The Executive shall perform his duties  and responsibilities in a diligent, trustworthy, businesslike and efficient manner and shall use his  best efforts during the Employment Period to protect, encourage and promote the best interests of  the Company and its stockholders.  The Executive shall not engage in any other business activities   that  could  reasonably  be  expected  to  conflict  with  the  Executive’s  duties,  responsibilities  and   obligations hereunder.  During the Employment Period, the Executive shall promptly bring to the   Company or its Subsidiaries, as applicable, all investment or business opportunities relating to the   Business of which the Executive becomes aware.       135944.00100/116937659v.7  





 






                (c)   Principal Office.  The principal place of performance by the Executive of  his  duties  hereunder  shall  be  the  Company’s  principal  executive  offices  in  the  New  York  Metropolitan area, although the Executive may be required from time to time to travel outside of  the  area  where  the  Company’s  principal  executive  offices  are  located  in  connection  with  the  business of the Company.         1.3.  Compensation.               (a)   Base Salary.  The Executive’s annual base salary during the Employment  Period  shall  be  $366,000.00  (the  “Base Salary”).   The  Base  Salary  will  be  payable  to  the  Executive  by  the  Company  in  regular  installments  in  accordance with the  Company’s  general  payroll practices.  The Executive shall receive such increases (but not decreases) in his Base Salary  as  the  Board  of  Directors,  or  the  compensation  committee  of  the  Board  of  Directors  (the  “Compensation Committee”), may approve in its sole discretion from time to time. Following the  two-year anniversary of the Effective Date, the Base Salary shall be reviewed at least annually.               (b)   Cash Bonus.                              Executive shall be eligible for annual cash bonuses (“Cash Bonus”)  for each completed fiscal year (subject to Section 1.4 hereof) of the Company during the Term in  accordance with this Section 1.3(b).  The Cash Bonus for any fiscal year shall be an amount equal  to the IP Income Bonus plus the EBITDA Bonus.   The “IP Income Bonus” for any fiscal year  shall be in an amount equal to 0.23% of all income generated from sales of the Company’s products  and by the trademarks and other intellectual property owned, operated or managed by the Company  (“IP Income”) in excess of $12,000,000 earned in accordance with GAAP by the Company in such   fiscal year, however, that any IP Income generated through Net Sales, shall be multiplied by (i)   7%, in the case of Net Sales from wholesale sales and private label sales and (ii) 3%, in the case   of Net Sales from e-commerce sales though the Company’s web sites; provided that the Cash   Bonus for such year shall be reduced by the amount paid to the Executive pursuant to Section 1.3   (b) (ii) for such year.   The “EBITDA Bonus” for any fiscal year shall be an amount equal to   0.375% of the Company’s Adjusted EBITDA for such fiscal year.            The Cash Bonus shall be paid to the Executive on the date that is the earlier of (i) the 90th  day following the end of the fiscal year to which the Cash Bonus relates and (ii) the first business  day following the date the Company’s annual report on Form 10-K for the fiscal year to which the  Cash Bonus relates is filed with the Securities and Exchange Commission.   Notwithstanding the  foregoing, all payments of Cash Bonuses shall be made on a date that allows such payments to  comply with the requirements of Section 409A of the Code.  Executive shall be eligible to receive  a pro rata portion of the Cash Bonus if Executive’s employment is less than a full year or ceases  prior to the end of the calendar year for which a Cash Bonus has not yet been paid.                            Provided the Executive is in employed in good standing on (i) the  date hereof, the Executive shall be awarded a $10,000 cash bonus, (ii) June 30, 2019, the Executive  shall be awarded a $30,000 cash bonus, (iii) June 30, 2020, the Executive shall be awarded a  $30,000 cash bonus (collectively, the “Fixed Cash Bonus”), which, in the case of clauses (ii) and  (iii), shall be payable within 30 days of each such date.                                          2     135944.00100/116937659v.7  





 






                     (c)   Withholding.  All  payments  made  under  this  Agreement  (including Base   Salary, Cash Bonus payments, and other amounts) shall be subject to withholding for income taxes,   payroll taxes and other legally required deductions.                (d)   Expenses.  The Company will reimburse the Executive for all reasonable   expenses incurred by him in the course of performing his duties under this Agreement that are   consistent with the Company’s policies in effect at that time with respect to travel, entertainment   and other business expenses, subject to the Company’s requirements with respect to reporting and   documentation  of  such  expenses.   All  expense  reimbursement  payments  for  documented   expenses shall be made in accordance with the Company expense reimbursement policy; provided,   however, that payments pursuant to this Section 1.3(d) shall be made within thirty (30) days after   the  date  that  the  Executive  notifies  the  Company  of  such  expense;  provided  further  that  the   Executive shall notify the Company of such expenses no later than six (6) months after the end of   the  calendar  year  in  which  such  expenses  were  incurred.   Notwithstanding  the  foregoing,  the   Company shall pay to the Executive an automobile allowance of $1,500 per month.                  (e)   Vacation; Holiday Pay and Sick Leave.  The Executive shall be entitled to   four (4) weeks’ paid vacation in each calendar year, which if not taken during any year may be   carried forward to any subsequent year.  Executive shall receive holiday pay and paid sick leave   as provided to other executive employees of the Company.                (f)   Additional Benefits.  During the Employment Period, the Executive shall   be entitled to participate (for himself and, as applicable, his dependents) in the group medical, life,   401(k)  and  other  insurance  programs,  employee  benefit  plans  and  perquisites  which  may  be   adopted by the Board, or the Compensation Committee, from time to time, for participation by the   Company’s  senior  management  or  executives,  as  well  as  dental,  life  and  disability  insurance   coverage, with payment of, or reimbursement for, such insurance premiums by the Company,   subject to, in all cases, the terms and conditions established by the Board with respect to such plans   (collectively, the “Benefits”); provided, however, that the Board, in its reasonable discretion, may  revise  the  terms  of  any  Benefits  so  long  as  such  revision  does not  have  a  disproportionately  negative impact on the Executive vis-à-vis other Company employees, to the extent applicable.               (g)   Indemnification.  The Executive shall be entitled to indemnification by the  Company in the same circumstances and to the same extent as the other executive officers and  directors  of  the  Company,  which  indemnification  shall  in  no  event  be  less  favorable  to  the  Executive than the fullest scope of indemnification permitted by applicable Delaware law (or any  such greater scope of indemnification provided by agreement or by the terms of the Company’s  Certificate of Incorporation or By-Laws to any executive officer or director of the Company).               (h)   Options.   Upon execution of this Agreement, the Company shall grant to  the Executive Options (the “Options”) to purchase up to Five Hundred Fifty Two Thousand Six   Hundred Thirty Two (552,632) shares of the Company’s common stock at an exercise price equal   to the last sale price of the common stock on the date of this Agreement.   The Options shall be   exercisable until the ten (10) year anniversary of the date of this Agreement and shall vest, subject                                          3      135944.00100/116937659v.7  





 






    to the Executive remaining employed with the Company and based upon the Company’s common  stock achieving Target Prices as follows:                       Target Prices         Number of Option Shares                                                 Vesting                        $3.00                    157,895                        $5.00                    134,211                        $7.00                    110,526                        $9.00                    86,842                       $11.00                    63,158                       .                      In  the  event  that  the  Company  elects  from  time  to  time  during  the  Employment  Period  to  award  to  its  senior  management  or  executives,  generally,  options  to  purchase shares of the Company’s stock or shares of restricted stock pursuant to any stock option  plan or similar program, the Executive shall be entitled to participate in any such stock option plan  or similar program on a basis consistent with the participation of other senior management or  executives of the Company.         1.4.  Term and Termination.               (a)   Duration.  The Employment Period shall commence on the Effective Date  and shall terminate two (2) years from the Effective Date (the “Term”), unless earlier terminated  by  the  Company  or  the  Executive  as  set  forth  in  this  Section  1.4.  The  Term  shall  renew  automatically for one-year periods, unless either party gives the other party written notice of its  intention not to renew the Agreement no later than 30 days prior to the expiration of the then  current Term.  The Employment Period shall be terminated prior to the then-applicable expiration  of  the  Term  upon  the  first  to  occur  of  (i)  termination  of  the  Executive’s  employment  by  the  Company for Cause, (ii) termination of the Executive’s employment by the Company without  Cause, (iii) the Executive’s resignation with Good Reason, (iv) the Executive’s resignation other  than for Good Reason or (v) the Executive’s death or Disability.  The Executive shall not terminate  the Employment Period, with or without Good Reason, unless he gives the Company written notice  that  he  intends  to  terminate  the  Employment  Period  at  least  90 days  prior  to  the  Executive’s  proposed Termination Date.  As a condition to Executive receiving any payments or benefits under  Section  1.4(b)  or  Section  1.4(c),  the  Executive  shall  execute  and  deliver  to  the  Company  the  General Release in the form attached hereto as Exhibit A.               (b)   Severance  Upon  Termination  Without  Cause,  Upon  Resignation  by  the  Executive For Good Reason or Failure to Renew Term.  If the Employment Period is terminated  by the Company without Cause or if the Executive resigns for Good Reason, or if the Company  fails  to  renew  the  Term  (in  which  case  termination  of  the  Executive’s  employment  shall  be  effective at the expiration of the then-current Term), then the Executive will be entitled to receive                                         4     135944.00100/116937659v.7  





 






     (1) any unpaid Base Salary through and including the Termination Date and any other amounts,  including  any  amounts  due  for  Cash  Bonus,  or  other  entitlements  then  due  and  owing  to  the  Executive as of the Termination Date; (2) an amount equal to the Executive’s Base Salary (at the  rate  in  effect  on  the  date  the  Executive’s  employment  is  terminated)  for  a  12-month  period  following the Executive’s termination of employment as described in this Section 1.4(b) , payable  in a lump sum on the date that is six months following the Executive’s “separation from service”   (within the meaning of Section 409A of the Code) occurring in connection with such termination   and (3) continue to participate in the Company’s group medical plan on the same basis as he   previously participated   or   receive payment of, or reimbursement for, COBRA premiums (or, if   COBRA coverage is not available, reimbursement of premiums paid for other medical insurance   in an amount not to exceed the COBRA premium) for a one-year period following the Executive’s   termination  of  employment; provided  that  if  the  Executive  is  provided  with  health  insurance  coverage by a successor employer, any such coverage and reimbursement by the Company shall  cease (each of clauses (1), (2) and (3) referred to as the “Severance Payment”).  The Executive  also shall be entitled to receive payment for all reimbursable expenses or other entitlements then  due  and  owing  to  the  Executive  as  of  the  Termination  Date.  If the  Executive  breaches  his  obligations under   Section 1.6, 1.7, 1.8 or 1.9 of this Agreement, the Company’s obligation to  make any Severance Payments and provide any Benefits shall cease as of the date of such breach;  provided, that if the Executive cures such breach within 10 days of receiving written notice from  the Company of such breach (which notice the Company shall provide promptly to the Executive  after learning of such breach), the Company shall promptly pay all Severance Payments not made  during such period of dispute and resume making Severance Payments and providing Benefits  promptly following such cure.               (c)   Severance  upon  a  Change  of  Control.  Anything  contained  herein to  the  contrary notwithstanding, in the event the Executive’s employment hereunder is terminated within  twelve  (12) months  following  a  Change  of  Control  by the  Company  without  Cause  or  by  the  Executive with Good Reason, the Executive shall be entitled to receive the Severance Payment as  described  in  sub-section  (b)(2) above;  provided,  however,  that if  such  lump  sum  Severance  Payment, either alone or together with other payments or benefits, either cash or non-cash, that the  Executive has the right to receive from the Company, including, but not limited to, accelerated  vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits  payable to the Executive under any plan for the benefit of employees, would constitute an “excess  parachute payment” (as defined in Section 280G of the Code), then such lump sum severance   payment or other benefit shall be reduced to the largest amount that will not result in receipt by   the Executive of an “excess parachute payment.” The determination of the amount of the payment  described in this subsection shall be made by the Company’s independent auditors at the sole  expense of the Company.  For purposes of clarification the value of any options described above  will  be  determined  by  the  Company’s  independent  auditors  using a  Black-Scholes  valuation  methodology.  Upon a Change of Control, notwithstanding the vesting and exercisability schedule  in any stock option or other grant agreement between the Company and the Executive, all unvested  stock options, shares of restricted stock and other equity awards granted by the Company to the   Executive pursuant to any such agreement shall immediately vest, and all such stock options shall   become exercisable and shall remain exercisable for the lesser of 180 days after the date of the   Change of Control or the remaining term of the applicable option.                                          5      135944.00100/116937659v.7  





 






                 (d)   Death  and  Disability.  In  the  event  of  the  death  or  Disability of  the   Executive, the Company shall pay the Executive his Base Salary through the Termination Date, at   the rate then in effect, and all expenses or accrued Benefits arising prior to such termination which   are payable to the Executive pursuant to this Agreement through the Termination Date.  Any other   rights and benefits the Executive may have under employee benefit plans and programs of the   Company generally in the event of the Executive’s Disability shall be determined in accordance   with  the  terms  of  such  plans  and  programs.  In  the event  of  Executive’s  death,  any  rights  and   benefits that the Executive’s estate or any other person may have under employee benefit plans   and programs of the Company generally in the event of the Executive’s death shall be determined   in accordance with the terms of such plans and programs.                 (e)   Salary  and  Other  Payments  Through  Termination.  If  the  Executive’s   employment with the Company is terminated during the Term (i) by the Company for Cause or   (ii) by the Executive other than for Good Reason, the Executive will be entitled to receive his Base   Salary through the Termination Date, but will not be entitled to receive any Severance Payments   or Benefits after the Termination Date.  The Executive shall be entitled to receive payment for all  reimbursable  expenses  or  other  entitlements  then  due  and  owing to  the  Executive  as  of  the  Termination Date.               (f)   Other Rights.  Except as set forth in this Section 1.4 and Section 1.3, all of  the Executive’s rights to receive Base Salary, Benefits and the Cash Bonuses hereunder (if any)  which accrue or become payable after the termination of the Employment Period shall cease upon  such termination.               (g)   Continuing  Benefits.   Notwithstanding  Section  1.4(f),  termination   pursuant to this Section 1.4 shall not modify or affect in any way whatsoever any vested right of   the  Executive  to  benefits  payable  under  any  retirement  or  pension  plan  or  under  any  other   employee benefit plan of the Company, and all such benefits shall continue, in accordance with,   and subject to, the terms and conditions of such plans, to be payable in full to, or on account of,   the Executive after such termination.                (h)   No Duty of Mitigation.  The Executive shall not be required to mitigate the  amount of any payment provided for in this Article I by seeking other employment or otherwise.          1.5.  Confidential Information.                (a)   The Executive shall not disclose or, directly or indirectly, use at any time,   during the Employment Period or thereafter, any Confidential Information (as defined below) of   which the Executive is or becomes aware, whether or not such information is developed by him,   alone  or  with  others,  except  to  the  extent  that  (i)  such  disclosure  or  use  is  required  by  the   Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive   is required by subpoena or similar process to disclose or discuss any Confidential Information,   provided, that in such case, the Executive shall promptly inform the Company in writing of such   event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise   limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion   of the Confidential Information as is strictly required, or (iii) such Confidential Information is or   becomes generally known to and available for use by the public, other than as a result of any action                                         6      135944.00100/116937659v.7  





 






     or inaction directly or indirectly by the Executive.  At the Company’s expense, the Executive shall   take all appropriate steps to safeguard Confidential Information and to protect it against disclosure,   misuse, espionage, loss and theft.  The Executive acknowledges that the Confidential Information   obtained by him during the course of his employment with the Company is the sole and exclusive   property of the Company and its Subsidiaries, as applicable.               (b)   The  Executive  understands  that  the  Company  and  its  Subsidiaries  will   receive  from  third  parties  confidential  or  proprietary  information  (“Third Party Information”)  subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of  such information and to use it only for certain limited purposes.  During the Employment Period  and in the period specified in such confidentiality agreements, and without in any way limiting the  provisions  of   Section  1.5(a)   above,  the  Executive  will  hold  Third  Party  Information  in  confidence, consistent with the obligations applicable to Confidential Information of the Company  generally, and will not disclose to anyone (other than personnel and agents of the Company or its  Subsidiaries who need to know such information in connection with their work for the Company  or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries,  Third Party Information unless expressly authorized by the Board in writing.               (c)   As  used  in  this  Agreement,  the  term  “Confidential Information”  means  information that is not generally known to the public and that is related in any way to the actual or  anticipated  business  of  the  Company,  its  Subsidiaries,  its  Affiliates  or  any  of  their  respective  predecessors in interest, including but not limited to (i) business development, growth and other  strategic business plans, (ii) properties available for acquisition, financing development or sale,  (iii) accounting and business methods, (iv) services or products and the marketing of such services  and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings,  photographs and reports, (ix) computer software, including operating systems, applications and  program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions,  devices,  new  developments,  methods  and  processes,  whether  patentable  or  unpatentable  and  whether  or  not  reduced  to  practice,  (xiii)  copyrightable  works,  (xiv)  all  technology  and  trade  secrets, (xv) confidential terms of material agreements and customer relationships, and (xvi) all  similar  and  related  information  in  whatever  form  or  medium.  Confidential  Information  also  expressly excludes Executive’s general know-how and business contacts to the extent that the use  of such information does not violate or breach the terms of Section 1.9.         1.6.  Inventions  and  Patents.  Executive  acknowledges  that  all  discoveries,  concepts,   ideas,  inventions,  innovations,  improvements,  developments,  products,  methods,  processes,   techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask   works (whether or not including any Confidential Information) and all issuances, registrations or   applications related thereto, all other proprietary information or intellectual property and all similar   or related information (whether or not patentable) conceived, developed, contributed to, made, or   reduced to practice by Executive (either alone or with others) while employed by Company or any   of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior   to the date of this Agreement) or using the materials, facilities or resources of the Company or any   of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively,   “Company Works”)  is  the  sole  and  exclusive  property  of  the  Company  and  its  Subsidiaries.   Executive hereby assigns all right, title and interest in and to all Company Works to the Company   and its Subsidiaries and waives any moral rights he may have therein, without further obligation                                         7      135944.00100/116937659v.7  





 






     or consideration.  Any copyrightable work prepared in whole or in part by the Executive will be   deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company   and its Subsidiaries shall own all of the rights comprised in the copyright therein.  The Executive   shall  promptly  and  fully  disclose  in  writing  all  Company  Works to  the  Company  and  shall   cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s   and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation,   providing  reasonable  assistance  in  securing  patent  protection  and  copyright  registrations  and   executing  all  affidavits,  assignments,  powers-of-attorney  and  other  documents  as  reasonably   requested  by  the  Company,  whether  such  requests  occur  prior  to or  after  termination  of  the   Executive’s employment with the Company).          1.7.  Delivery  of  Materials  Upon  Termination  of  Employment.  As  requested  by  the   Company from time to time and in any event upon the termination of the Executive’s employment   with the Company, the Executive shall promptly deliver to the Company, or at the Company’s   election, destroy, all copies and embodiments, in whatever form or medium, of all Confidential  Information, Company Works and other property and assets of the Company and its Subsidiaries  in the Executive’s possession or within his control (including, but not limited to, office keys, access  cards, written records, notes, photographs, manuals, notebooks, documentation, program listings,  flow charts, magnetic media, disks, diskettes, tapes computers and handheld devices (including all  software,  files  and  documents  thereon) and any other materials containing  any  Confidential  Information  or  Company  Works)  irrespective  of  the  location  or  form  of  such  material  and,  if  requested by the Company, shall provide the Company with written confirmation that all such  materials have been delivered to the Company or destroyed, as applicable.         1.8.  Non-Compete and Non-Solicitation Covenants.               (a)   The Executive acknowledges and agrees that the Executive’s services to the  Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries  would be irreparably damaged if the Executive were to provide similar services to any Person  competing  with  the  Company  and  its  Subsidiaries  or  engaged  in  the  Business.  The  Executive  further acknowledges that, in the course of his employment with the Company, he will become  familiar  with  the  Company’s  and  its  Subsidiaries’  trade  secrets  and  with  other  Confidential  Information.  During  the  Noncompete  Period,  he  shall  not,  directly  or  indirectly,  whether  for  himself or for any other Person, permit his name to be used by or participate in any business or  enterprise (including, without limitation, any division, group or franchise of a larger organization)  that engages or proposes to engage in the Business in the Restricted Territories, other than the  Company and its Subsidiaries or except as otherwise directed or authorized by the Board.  For  purposes of this Agreement, the term “participate in” shall include, without limitation, having any  direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner,  member,  joint  venturer,  creditor  or  otherwise,  or  rendering  any direct or indirect service or  assistance to any Person (whether as a director, officer, supervisor, employee, agent, consultant or   otherwise).  Nothing herein will prohibit the Executive from mere passive ownership of not more   than five percent (5%) of the outstanding stock of any class of a publicly held corporation whose   stock is traded on a national securities exchange or in the over-the-counter market.  As used herein,   the phrase “mere passive ownership” shall include voting or otherwise granting any consents or   approvals  required  to  be  obtained  from  such  Person  as  an  owner of  stock  or  other  ownership                                          8      135944.00100/116937659v.7  





 






     interests in any entity pursuant to the charter or other organizational documents of such entity, but   shall not include, without limitation, any involvement in the day-to-day operations of such entity.                (b)   During  the  Nonsolicitation  Period,  the  Executive  will  not  directly,  or  indirectly  through  another  Person,  solicit,  induce  or  attempt  to  induce any  customer,  supplier,  licensee, or other business relation of the Company or any of its Subsidiaries, or solicit, induce or  attempt  to  induce  any  person  who  is,  or  was  during  the  then-most  recent  12-month  period,  a  corporate officer, general manager or other employee of the Company or any of its Subsidiaries to  terminate such employee’s employment with the Company or any of its Subsidiaries, or hire any  such  person  unless  such  person’s employment  was  terminated  by  the  Company  or  any  of  its  Subsidiaries, or in any way interfere with the relationship between any such customer, supplier,  licensee, employee or business relation and the Company or any of its Subsidiaries.  The Executive  acknowledges and agrees that the Company and its Subsidiaries would be irreparably damaged if  the Executive were to breach any of the provisions contained in this Section 1.8(b).                (c)   Executive acknowledges that this Agreement, and specifically, this Section   1.8,  does  not  preclude  Executive  from  earning  a  livelihood,  nor  does  it  unreasonably  impose   limitations on Executive’s ability to earn a living.  In addition, Executive agrees and acknowledges   that the potential harm to the Company of its non-enforcement outweighs any harm to Executive   of its enforcement by injunction or otherwise.          1.9.  Enforcement.  If, at the time of enforcement of Section 1.5, 1.6, 1.7, 1.8, 1.9 or   1.10, a court holds that the restrictions stated herein are unreasonable under circumstances then   existing, the Parties agree that, to the extent permitted by applicable law, the maximum period,   scope  or  geographical  area  reasonable  under  such  circumstances will  be  substituted  for  the  Noncompete Period, scope or area.  Because the Executive’s services are unique and because the  Executive  has  access  to  Confidential  Information  and  Company  Works,  the  Parties  agree  that  money damages would be an inadequate remedy for any breach of Section 1.5, 1.6, 1.7, 1.8, 1.9  or  1.10 .  Therefore, in the event of a breach or threatened breach of Section 1.5, 1.6, 1.7, 1.8, 1.9 or  1.10, the Company or any of its Subsidiaries or any of their respective successors or assigns may,   in addition to other rights and remedies existing in their favor, apply to any court of competent   jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent   any violations of, the provisions hereof (without posting a bond or other security).  The Parties   hereby acknowledge and agree that (a) performance of the services of the Executive hereunder   may  occur  in  jurisdictions  other  than  the  jurisdiction  whose  law  the  Parties  have  agreed  shall   govern the construction, validity and interpretation of this Agreement, (b) the law of the  State of   New York shall govern construction, validity and interpretation of this Agreement to the fullest   extent possible, and (c) Section 1.5, 1.6, 1.7, 1.8, 1.9 or 1.10 shall restrict the Executive only to   the extent permitted by applicable law.          1.10. Survival.  Sections 1.5, 1.6, 1.7, 1.8, 1.9 and 1.10 will survive and continue in full   force in accordance with their terms notwithstanding any termination of the Employment Period.                                           9      135944.00100/116937659v.7  





 






                                      ARTICLE II.                                 DEFINED TERMS         2.1.  Definitions.  For  purposes  of  this  Agreement,  the  following  terms  will  have  the  following meanings:                   “Adjusted EBITDA”  shall  mean  for  any  period,  for  the  Company  and  its   subsidiaries on a consolidated basis (without duplication), an amount equal to (a) consolidated net   income (as determined in accordance with generally accepted accounting principles of the United   States of America as in effect from time to time) (“Consolidated Net Income”) for such period,   minus, (b) to the extent included in calculating Consolidated Net Income, the sum of, without   duplication, (i) income tax credits for such period, and (ii) gain from extraordinary or non-recurring   items  for  such  period  (including,  without  limitation,  non-cash items  related  to  purchase   accounting), plus (c) the following to the extent deducted in calculating such Consolidated Net   Income, (i) interest expense and other finance costs (whether cash or non-cash) for such period (ii)   the provision for federal, state, local and foreign income taxes for such period, (iii) the amount of   depreciation and amortization expense for such period, (iv) the transaction fees, costs and expenses   incurred  in  connection  with  any  subsequent  asset,  brand,  stock acquisition  or  joint  venture  or   similar transaction in such period, (v) all other extraordinary or non-recurring non-cash charges   (including, without limitation, non-cash items related to purchase accounting and non-cash items   related to earn-outs) and (vi) non-cash stock or equity compensation in such period.                   “Business”  means  the  business  of  acquiring  and  licensing  consumer  brands   worldwide.                    “Cause” means with respect to the Executive, the occurrence of one or more of   the following:  (i) conviction of a felony involving moral turpitude, misappropriation of Company  property,  embezzlement  of  Company  funds  or  violation  of  the  securities  laws  relating  to  the  Company, (ii) persistent and repeated refusal to comply with no less than three written directives   of the Board with respect to an item that the Board deems material to the business prospects and/or   operations of the Company, (iii) reporting to work under the influence of alcohol or illegal drugs,   or the use of illegal drugs (whether or not at the workplace), or (iv) any willful breach of Sections   1.6, 1.7, 1.8 or 1.9 of this Agreement.  Notwithstanding the foregoing, termination by the Company   for  Cause  (other  than  pursuant  to  clause  (i)  above)  shall  not  be  effective  until  and  unless  (i)   Executive fails to cure such alleged act or circumstance within 30 days of receipt of notice thereof,   to the satisfaction of the Board in the exercise of its reasonable judgment (or, if within such 30-  day period the Executive commences and proceeds to take all reasonable actions to effect such   cure, within such reasonable additional time period (no longer than 60 days) as may be necessary),   and (ii) notice of intention to terminate for Cause has been given by the Company within sixty (60)   days after the Board learns of the act, failure or event constituting Cause, and (iii) the Board has   voted (at a meeting of the Board duly called and held as to which termination of Executive is an   agenda item) by a vote of at least two-thirds of the members of the Board to terminate Executive   for Cause after Executive has been given notice of the particular acts or circumstances which are   the basis for the termination for Cause and has been afforded an opportunity to appear with counsel   and present his positions at such meeting and to present his case thereat, and (iv) the Board has   given notice of termination to Executive within five days after such meeting voting in favor of                                         10      135944.00100/116937659v.7  





 






     termination.                    “Change of Control” means the occurrence of any of the following (i) a merger   or consolidation to which the Company is a party (other than one in which the stockholders of the   Company  prior  to  the  event  own  a  majority  of  the  voting  power  of  the  surviving  or  resulting   corporation) (ii) a sale, lease, transfer, exclusive license or other disposition of all or substantially   all of the assets of the Company, or (iii) a sale or transfer by the Company’s stockholders of voting   control, in a single transaction or a series of transactions.                                 “Code” means the Internal Revenue Code of 1986 and the Treasury regulations   thereunder, each as amended from time to time.                    “Disability” shall have the meaning set forth in a policy or policies of long-term   disability insurance, if any, the Company obtains for the benefit of itself and/or its employees.  If   there is no definition of “disability” applicable under any such policy or policies, if any, then the   Executive shall be considered disabled due to mental or physical impairment or disability, despite   reasonable accommodations by the Company and its Subsidiaries, to perform his customary or   other comparable duties with the Company or its Subsidiaries immediately prior to such disability   for a period of at least 120 consecutive days or for at least 180 non-consecutive days in any 12-  month period.                    “Effective Date” means January 1 2019.                    “Fiscal Year” means the fiscal year of the Company and its Subsidiaries.                                “GAAP” – Means in accordance with generally accepted account principles and   consistent with the Company’s revenue recognition policy.                    “Good Reason” means the occurrence, without the Executive’s written consent,  of one or more of the following events:  (i) the Company reduces the amount of Executive’s Base  Salary or target or Maximum Cash Bonuses, (ii) the Company requires that the Executive relocate  his principal place of employment to a site that is more than 50 miles from the Company’s offices  in the New York area or if the Company changes the location of its headquarters without the  consent of Executive to a location that is more than 50 miles from such location, (iii) the Company  materially reduces the Executive’s responsibilities or removes the Executive from the position of  Senior Vice President other than pursuant to a termination of his employment for Cause, or upon  the  Executive’s  death  or  Disability,  (iv)  the  failure  or  unreasonable  delay  of  the  Company  to  provide to the Executive any of the payments or benefits contemplated hereby or (v) the Company  otherwise  materially  breaches  the  terms  of  this  Agreement;  provided  that  no  such  event  shall  constitute Good Reason hereunder unless (a) the Executive shall have given written notice to the  Company of the Executive’s intent to resign for Good Reason within 30 days after the Executive  becomes aware of the occurrence of any such event, which notice shall describe in reasonable  detail the event or events constitute the basis for the Executive’s intention to resign for Good  Reason and (b) such event or occurrence, if a breach susceptible to cure, shall not have been cured  or otherwise shall not have been resolved to the Executive’s reasonable satisfaction, in each case  within 30 days of the Company’s receipt of such notice.  In such case the Executive’s resignation                                          11      135944.00100/116937659v.7  





 






     shall become effective on the 31st day after the Company’s receipt of the aforementioned notice.                                “Net Sales” means wholesale and retail sales of products directly by the Company   (including under its brands and private label) to its customers, including through direct-response   television (i.e., QVC, Inc. and The Home Shopping Network), less any returns, trade discounts,   charge-backs.                    “Noncompete Period” means the Employment Period and 12 months thereafter.                   “Nonsolicitation Period”  means  the  Employment  Period  and  12  months  thereafter.                   “Person”  means  an  individual,  a  partnership,  a  corporation,  a  limited liability  company,  an  association,  a  joint stock  company,  a  trust,  a  joint  venture,  an  unincorporated   organization,  or  the  United  States  of  America  any  other  nation,  any  state  or  other  political   subdivision  thereof,  or  any  entity  exercising  executive,  legislative,  judicial,  regulatory  or   administrative functions of government.                    “Restricted Territories”  means  (i)  the  United  States  and  its  territories  and   possessions and (ii) any foreign country in which the Company engages  in  business  as  of  the   Termination Date.                    “Subsidiary” means, with respect to any Person, any corporation, limited liability   company, partnership, association, or business entity of which (i) if a corporation, a majority of   the  total  voting  power  of  shares  of  stock  entitled  (without  regard  to  the  occurrence  of  any   contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned   or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that   Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or   other  business  entity  (other  than  a  corporation),  a  majority  of  partnership  or  other  similar   ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person   or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person   or Persons shall be deemed to have a majority ownership interest in a limited liability company,   partnership,  association,  or  other  business  entity  (other  than a  corporation)  if  such  Person  or   Persons shall be allocated a majority of limited liability company, partnership, association, or other   business entity gains or losses or shall be or control any managing director or general partner or   manager or managing member of such limited liability company, partnership, association, or other   business entity.  For purposes hereof, references to a Subsidiary of any Person shall be given effect   only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated,   the term Subsidiary refers to a Subsidiary of the Company.                    “Target Price”  shall  mean  the  average  closing  sale  price  of  the  Company’s   common stock for any ten (10) consecutive trading days.                    “Termination Date” means the effective date of the Executive’s termination of   employment with the Company.                                          12      135944.00100/116937659v.7  





 






           2.2.  Other Definitional Provisions                (a)   Section references contained in this Agreement are references to sections in   this  Agreement,  unless  otherwise  specified.  Each  defined  term used in this Agreement has a   comparable meaning when used in its plural or singular form.  Each gender-specific term used in   this  Agreement  has  a  comparable  meaning  whether  used  in  a  masculine,  feminine  or  gender-  neutral form.                (b)   Whenever the term “including” (whether or not that term is followed by the   phrase  “but not limited to”  or  “without limitation”  or  words  of  similar  effect)  is  used  in  this   Agreement in connection with a listing of items within a particular classification, that listing will   be interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive   listing of, the items within that classification.                                    ARTICLE III.                             MISCELLANEOUS TERMS          3.1.  Defense of Claims.   The Executive agrees that, during the Employment Period,   and for a period of six months after termination of the Executive’s employment, upon request by   the Company, the Executive shall reasonably cooperate with the Company in connection with any   matters  the  Executive  worked  on  during  his  employment  with  the Company  and  any  related   transitional  matters.  In  addition,  during  the  Employment  Period  and  thereafter,  the  Executive   agrees to reasonably cooperate with the Company in the defense of any claims or actions that may   be made by or against the Company that affect the Executive’s prior areas of responsibility or   involve matters about which the Executive has knowledge, except if the Executive’s reasonable   interests  are  adverse  to  the  Company  in  such  claim  or  action  and  provided  that  after  the   Employment Period such level of cooperation shall be reasonable and shall take due account of   the Executive’s work and personal commitments. The Company agrees to promptly reimburse the   Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be   reasonably incurred, to comply with the Executive’s obligations under this Section 3.1.          3.2.  Nondisparagement.   The Executive agrees to refrain from (i) making, directly or  indirectly, any derogatory comments concerning the Company or its Subsidiaries or any current or  former officers, directors, employees or shareholders thereof or (ii) taking any other action with  respect to the Company or its Subsidiaries which is reasonably expected to result, or does result  in, damage to the business or reputation of the Company, its Subsidiaries or any of its current or  former officers, directors, employees or shareholders.  The Company agrees to refrain from (i)  making, directly or indirectly, any derogatory comments concerning the Executive or (ii) taking  any other action with respect to the Executive which is reasonably expected to result, or does result  in, damage to the reputation of the Executive.  Notwithstanding anything to the contrary contained  herein, nothing in this Agreement shall prohibit or restrict either party from, truthfully and in good  faith: (i) making any disclosure of information required by law; (ii) providing information to, or  testifying  or  otherwise  assisting  in  any  investigation  or  proceeding  brought  by,  any  federal  regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the   Company’s or the Executive’s designated legal, compliance or human resources officers; or (iii)   filing,  testifying,  participating  in  or  otherwise  assisting  in a  proceeding  relating  to  an  alleged                                          13      135944.00100/116937659v.7  





 






     violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the   Securities and Exchange Commission or any self-regulatory organization.          3.3.  Source  of  Payments.   All  payments  provided  under  this  Agreement,  other  than   payments made pursuant to a plan which provides otherwise and except as otherwise provided   herein, shall be paid in cash from the general funds of the Company, and no special or separate   fund shall be established, and no other segregation of assets shall be made, to assure payment. The   Executive  shall  have  no  right,  title  or  interest  whatsoever  in or  to  any  investments  which  the   Company or its Subsidiaries may make to aid the Company in meeting its obligations hereunder.   To the extent that any person acquires a right to receive payments from the Company hereunder,   such right shall be no greater than the right of an unsecured creditor of the Company.          3.4.  Notices.   Any notice provided for in this Agreement must be in writing and must   be  either  personally  delivered,  mailed  by  first  class  mail  (postage  prepaid  and  return  receipt   requested), sent by reputable overnight courier service (charges prepaid) or sent by facsimile (with   receipt confirmed) to the recipient at the address or facsimile number indicated below:                    To the Company:                    XCel Brands, Inc.                1333 Broadway 10th Floor               New York, New York 10018                  With a copy (which shall not constitute notice) to:                                Blank Rome LLP                The Chrysler Building               405 Lexington Avenue               New York, NY 10174-0208               Attn:  Robert Mittman, Esquire               Facsimile: (212) 885-5557                  To the Executive:                    James F. Haran                c/o XCel Brands, Inc.               1333 Broadway, 10th Floor               New York, New York 10018    or such other address or to the attention of such other Person as the recipient Party will have   specified by prior written notice to the sending Party.  Any notice under this Agreement will be   deemed to have been given when so delivered or sent.          3.5.  Severability.  Subject to the express provisions of Section 1.10 relating to certain   specified changes, whenever possible, each provision of this Agreement will be interpreted in such   manner as to be effective and valid under applicable law, but if any provision of this Agreement                                          14      135944.00100/116937659v.7  





 






     is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any   jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any   other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction   as if such invalid, illegal or unenforceable provision had never been contained herein.          3.6.  Complete  Agreement.  This  Agreement  embodies  the  complete  agreement  and  understanding  among  the  Parties  with  regard  to  the  subject  matter  hereof  and  supersedes  and  preempts any prior understandings, agreements or representations by or among the Parties, written   or oral, which may have related to the subject matter hereof in any way.  To the extent that this   Agreement provides greater benefits to the Executive or fewer obligations of the Executive than   available or set forth under the Company’s employee handbook or other corporate policies, then   this Agreement shall prevail.          3.7.  Counterparts.  This Agreement may be executed in separate counterparts, each of   which is deemed to be an original and all of which taken together constitute one and the same   agreement.          3.8.  Assignment.  Without the Executive’s consent, the Company may not assign its   rights and obligations under this Agreement except (i) to a “Successor” (as defined below) or (ii)  to  an  entity  that  is  formed  and  controlled  by  the  Company  or  any  of  its  Subsidiaries.  This  Agreement is personal to the Executive, and the Executive shall not have the right to assign the  Executive’s interest in this Agreement, any rights under this Agreement or any duties imposed  under  this  Agreement,  nor  shall  the  Executive  have  the  right  to  pledge,  hypothecate,  transfer,  assign or otherwise encumber the Executive’s right to receive any form of compensation hereunder  without the prior written consent of the Board.  As used in Sections 3.8 and 3.9, “Successor” shall  include  any  Person  that  at  any  time,  whether  by  purchase,  merger  or  otherwise,  directly  or  indirectly acquires all or substantially all of the assets of, or ownership interests in, the Company  and its Subsidiaries.         3.9.  Successors  and  Assigns.  This  Agreement  is  intended  to  bind  and  inure  to  the   benefit of and be enforceable by the Company, the Executive, and their respective heirs, successors   and permitted assigns.          3.10. Choice of Law.  This Agreement and the performance of the parties hereunder shall  be governed by the internal laws (and not the law of conflicts) of the State of New York. Any  claim or controversy arising out of or in connection with this Agreement, or the breach thereof,  shall be adjudicated exclusively by the Supreme Court, New York County, State of New York, or  by a federal court sitting in Manhattan in New York City, State of New York. The parties hereto  agree to the personal jurisdiction of such courts and agree to accept process by regular mail in  connection with any such dispute.         3.11. Waiver  of  Jury  Trial.  AS  A SPECIFICALLY  BARGAINED  FOR  INDUCEMENT  FOR  EACH  OF  THE  PARTIES  HERETO  TO  ENTER  INTO  THIS  AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL),  EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY  LAWSUIT  OR  PROCEEDING  RELATING  TO  OR  ARISING  IN  ANY  WAY  FROM  THIS   AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.                                         15      135944.00100/116937659v.7  





 






         3.12. Legal Fees and Court Costs.  In the event that any action, suit or other proceeding  in law or in equity is brought to enforce the provisions of this Agreement, and such action results  in the award of a judgment for money damages or in the granting of any injunction in favor of the  Company, all expenses (including reasonable attorneys’ fees) of the Company in such action, suit  or other proceeding shall be paid by the Executive. In the event that any action, suit or other  proceeding in law or in equity is brought to enforce the provisions of this Agreement, and such  action results in the award of a judgment for money damages or in the granting of any injunction  in favor of the Executive, all expenses (including reasonable attorneys’ fees and travel expenses)  of the Executive in such action, suit or other proceeding shall be paid by the Company.         3.13. Remedies.  Each Party will be entitled to enforce its rights under this Agreement  specifically, to recover damages and costs caused by any breach of any provision of this Agreement  and to exercise all other rights existing in its favor.  Subject to Section 3.12 , nothing herein shall  prohibit any arbitrator or judicial authority from awarding attorneys’ fees or costs to a prevailing  Party in any arbitration or other proceeding to the extent that such arbitrator or authority may  lawfully do so.         3.14. Amendment and Waiver.  The provisions of this Agreement may be amended or  waived only with the prior written consent of the Company and the Executive, and no course of  conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity,  binding effect or enforceability of this Agreement.         3.15. Third Party Beneficiaries.  This Agreement will not confer any rights or remedies  upon any Person other than the Parties and their respective successors and permitted assigns and  other than, in the event of the Executive’s death, his estate, to which all of Executive’s rights and  remedies set forth herein shall accrue.         3.16. The Executive’s Representations.  The Executive hereby represents and warrants  to  the  Company  that  (a)  the  execution,  delivery  and  performance  of  this  Agreement  by  the  Executive do not and shall not conflict with, breach, violate or cause a default under any contract,  agreement, instrument, order, judgment or decree to which the Executive is a party or by which he  is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompete  agreement or confidentiality agreement with any other Person (or other agreement with any other  person containing a restriction on the Executive’s right to do business or obligating him to do  business with any other Person on a priority or preferential basis), (c) upon the execution and  delivery  of  this  Agreement  by  the  Company,  this  Agreement  shall  be  the  valid  and  binding  obligation of the Executive, enforceable in accordance with its terms and (d) upon the execution  and delivery of this Agreement by the Company, Executive shall not be in violation of clause (i)  set forth in the definition of Cause and shall not be disabled.                          [SIGNATURE PAGE FOLLOWS]                                           16    135944.00100/116937659v.7  





 






         IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of  the date first written above.                                                 XCEL BRANDS, INC.                                                 By:                                                 Name: Robert W. D’Loren                                                 Title: Chairman and CEO                                                   James F. Haran                                                                                                                              17    135944.00100/116937659v.7  





 






                                                                        EXHIBIT A                                    FORM OF RELEASE             I,  James  F.  Haran,  on  behalf  of  myself  and  my  heirs,  successors  and  assigns,  in  consideration of the performance by XCel Brands, Inc., a Delaware corporation (together with its  Subsidiaries, the “Company”), of its material obligations under the Employment Agreement, dated  as of February 27, 2019 (the “Agreement”), do hereby release and forever discharge as of the date  hereof the Company, its Affiliates, each such Person’s respective successors and assigns and each  of the foregoing Persons’ respective present and former directors, officers, partners, stockholders,  members,  managers,  agents,  representatives,  employees  (and  each  such  Person’s  respective  successors and assigns) (collectively, the “Released Parties”) to the extent provided below.        1. I understand that any payments or benefits paid or granted to me under Section 1.4(b) of        the Agreement represent, in part, consideration for signing this General Release and are        not salary, wages or benefits to which I was already entitled.  I understand and agree that I        will not receive the payments and benefits specified in Section 1.4(b) of the Agreement        unless I execute this General Release and do not revoke this General Release within the        time period permitted hereafter or breach this General Release.        2. I  knowingly  and  voluntarily  release  and  forever  discharge  the  Company  and  the  other        Released Parties from any and all claims, controversies, actions, causes of action, cross-       claims,  counter-claims,  demands,  debts,  compensatory  damages,  liquidated  damages,        punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or        liabilities of any nature whatsoever in law and in equity, both past and present (through the        date  of  this  General  Release),  whether  under  the  laws  of  the  United  States  or  another        jurisdiction and whether known or unknown, suspected or claimed against the Company        or  any  of  the  Released  Parties  which  I,  my  spouse,  or  any  of  my  heirs,  executors,        administrators or assigns, have or may have, which arise out of or are connected with my        employment with, or my separation from, the Company (including, but not limited to, any        allegation, claim or violation, arising under:  Title VII of the Civil Rights Act of 1964, as        amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of        1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay        Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and        Medical  Leave  Act  of  1993;  the  Civil  Rights  Act  of  1866,  as  amended;  the  Worker        Adjustment Retraining and Notification Act; the Employee Retirement Income Security        Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act;        Occupational Safety and Health Act of 1970, as amended, under the Worker Adjustment        and Retraining Notification Act of 1988, as amended, under the Family and Medical Leave        Act of 1993, as amended, under the Fair Credit Reporting Act of 1970, as amended, and        under the Sarbanes-Oxley Act of 2002, under the Civil Rights Act of 1870, 42 U.S.C. §         1981, as amended, under the Civil Rights Act of 1871, as amended, under the Americans         With  Disabilities  Act  of  1990,  as  amended,  under  the  Americans with  Disabilities  Act         Amendments  of  2008,  under  the  Rehabilitation  Act  of  1973,  as  amended,  under  the         Immigration  Reform  and  Control  Act  of  1986,  as  amended,  under  the  Vietnam  Era         Veterans Readjustment Assistance Act of 1974, as amended, under the Uniformed Service                                          18      135944.00100/116937659v.7  





 






         Employment and Reemployment Rights Act of 1994, as amended, under the Consolidated       Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and any and all claims under the       New York State Human Rights Law, under the New York City Human Rights Law,  and       under the New York Labor Laws, and any and all claims under any other federal, state, or       local labor law, civil rights law, fair employment practices law, human rights law, family       and medical leave law, occupational safety and health law, whistleblower protection law,       and equal pay law; or any and all claims of slander, libel, defamation, invasion of privacy,        intentional  or  negligent  infliction  of  emotional  distress,  intentional  or  negligent        misrepresentation, fraud, prima facie torts or other tort; or any and all claims based on the        design or administration of any of the Company’s employee benefit plan or program, or        arising under any Company policy, practice, or procedure, or employee benefit plan; any        and  all  claims  for  wages,  commissions  bonuses,  vacation  pay  or other  paid  time  off,        employee benefits equity-based compensation, or other compensation or payments of any        kind or nature, or for continued employment with the Company in any position; or under        any other local, state, or federal law, regulation or ordinance; or under any public policy,        contract or tort, or under common law; or any claim for wrongful discharge, breach of        contract, or infliction of emotional distress; or any claim for costs, fees, or other expenses,        including  attorneys’  fees  incurred  in  these  matters)  (all  of  the  foregoing  collectively        referred  to  herein  as  the  “Claims”);  provided,  however,  that  nothing  contained  in  this        General Release shall apply to, or release the Company from, (i) any obligation of the        Company contained in the Agreement to be performed after the date hereof or (ii) any        vested or accrued benefits pursuant to any employee benefit plan, program or policy of the        Company.         3. I represent that I have made no assignment or transfer of any right, claim, demand, cause        of action, or other matter covered by paragraph 2 above.        4. I agree that this General Release does not waive or release any rights or claims that I may        have under the Age Discrimination in Employment Act of 1967 which arise after the date        I  execute  this  General  Release.  I  acknowledge  and  agree  that  my  separation  from        employment with the Company in compliance with the terms of the Agreement shall not        serve as the basis for any claim or action (including, without limitation, any claim under        the Age Discrimination in Employment Act of 1967).        5. In signing this General Release, I acknowledge and intend that it shall be effective as a bar        to each and every one of the Claims hereinabove mentioned or implied. I expressly consent        that this General Release shall be given full force and effect according to each and all of        its express terms and provisions, including those relating to unknown  and  unsuspected        Claims (notwithstanding any state statute that expressly limits the effectiveness of a general        release  of  unknown,  unsuspected  and  unanticipated  Claims),  if  any,  as  well  as  those        relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree        that this waiver is an essential and material term of this General Release and that without        such  waiver  the  Company  would  not  have  agreed  to  the  terms  of  the  Agreement.  I        covenant that I shall not directly or indirectly, commence, maintain or prosecute or sue any        of  the  Released  Persons  either  affirmatively  or  by  way  of  cross-complaint,  indemnity        claim, defense or counterclaim or in any other manner or at all on any Claim covered by                                         19    135944.00100/116937659v.7  





 






         this  General  Release.  I  further  agree  that  in  the  event  I  should  bring  a  Claim  seeking        damages against the Company, or in the event I should seek to recover against the Company        in any Claim brought by a governmental agency on my behalf, this General Release shall        serve as a complete defense to such Claims. I further agree that I am not aware of any        pending charge or complaint of the type described in paragraph 2 as of the execution of        this General Release.        6. I agree that neither this General Release, nor the furnishing of the consideration for this        General  Release,  shall  be  deemed  or  construed  at  any  time  to  be  an  admission  by  the        Company, any Released Party or myself of any improper or unlawful conduct.        7. I agree that this General Release is confidential and agree not to disclose any information        regarding the terms of this General Release, except to my immediate family and any tax,        legal or other counsel I have consulted regarding the meaning or effect hereof or as required        by law, and I will instruct each of the foregoing not to disclose the same to anyone.        8. Any non-disclosure provision in this General Release does not prohibit or restrict me (or        my attorney) from responding to any inquiry about this General Release or its underlying        facts  and  circumstances  by  the  Securities  and  Exchange  Commission,  the  Financial        Industry Regulatory Authority or any other self-regulatory organization or governmental        entity.        9. Without limitation of any provision of the Agreement, I hereby expressly re-affirm my        obligations under Sections 1.5, 1.6, 1.7, 1.8, 1.9, 1.10 and 3.1.        10. Whenever possible, each provision of this General Release shall be interpreted in such        manner  as  to  be  effective  and  valid  under  applicable  law,  but  if  any  provision  of  this        General Release is held to be invalid, illegal or unenforceable in any respect under any        applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall        not affect any other provision or any other jurisdiction, but this General Release shall be        reformed,  construed  and  enforced  in  such  jurisdiction  as  if  such  invalid,  illegal  or        unenforceable provision had never been contained herein.     “Affiliate” means, with respect to any Person, any Person that controls, is controlled by or is under  common control with such Person or an Affiliate of such Person.     “Person”  means  an  individual,  a  partnership,  a  limited  liability  company,  a  corporation,  an  association,  a  joint  stock  company,  a  trust,  a  joint  venture,  an  unincorporated  organization,  investment fund, any other business entity and a governmental entity or any department, agency  or political subdivision thereof.     “Subsidiary”  means,  with  respect  to  any  Person,  any  corporation,  limited  liability  company,  partnership, association, or business entity of which (i) if a corporation, a majority of the total  voting power of shares of stock entitled (without regard to the occurrence of any contingency) to  vote in the election of directors, managers, or trustees thereof is at the time owned or controlled,  directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a                                         20    135944.00100/116937659v.7  





 






   combination  thereof,  or  (ii)  if  a  limited  liability  company,  partnership,  association,  or  other  business entity (other than a corporation), a majority of  partnership or other similar ownership  interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or  more  Subsidiaries  of  that  Person  or  a  combination  thereof.  For  purposes  hereof,  a  Person  or  Persons shall be deemed to have a majority ownership interest in a limited liability company,  partnership,  association,  or  other  business  entity  (other  than a  corporation)  if  such  Person  or  Persons shall be allocated a majority of limited liability company, partnership, association, or other  business entity gains or losses or shall be or control any managing director or general partner of  such limited liability company, partnership, association, or other business entity.           BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:              a. I HAVE READ IT CAREFULLY;              b. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP              IMPORTANT  RIGHTS,  INCLUDING     BUT  NOT  LIMITED  TO,  RIGHTS              UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS              AMENDED,  TITLE  VII  OF  THE  CIVIL  RIGHTS  ACT  OF  1964,  AS              AMENDED;  THE  EQUAL  PAY  ACT  OF  1963,  THE  AMERICANS  WITH              DISABILITIES  ACT  OF  1990;  AND  THE  EMPLOYEE  RETIREMENT              INCOME SECURITY ACT OF 1974, AS AMENDED;              c. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;              d. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY (VIA THE              AGREEMENT AND THIS RELEASE) BEFORE EXECUTING IT AND I HAVE              DONE  SO  OR,  AFTER  CAREFUL  READING  AND  CONSIDERATION,  I              HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;              e. I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF              THIS  RELEASE     SUBSTANTIALLY     IN   ITS  FINAL    FORM    ON              _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE              SINCE THE _______________ __, _____ VERSION OF THIS RELEASE ARE              NOT  MATERIAL  AND  WILL  NOT    RESTART  THE  REQUIRED  21-DAY              PERIOD;              f. THE CHANGES TO THE AGREEMENT SINCE _______________ ___, _____              EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.              g. I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF              THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT              BECOME  EFFECTIVE  OR  ENFORCEABLE  UNTIL  THE  EIGHTH  DAY              FOLLOWING EXECUTION OF THE AGREEMENT;              h. I  ACKNOWLEDGE  THAT  MY  ACCEPTANCE  OF  ANY  OF  THE  MONIES                                         21    135944.00100/116937659v.7  





 






               PAID  BY  THE  COMPANY  AS  DESCRIBED  IN  SECTIONS  __  OF  THE              EMPLOYMENT AGREEMENT, AT ANY TIME MORE THAN SEVEN DAYS              AFTER THE EXECUTION OF THIS AGREEMENT WILL CONSTITUTE AN              ADMISSION  BY  ME  THAT  I  DID  NOT  REVOKE  THIS  AGREEMENT              DURING  THE  REVOCATION  PERIOD  OF  SEVEN  DAYS;  AND  WILL              FURTHER  CONSTITUTE  AN  ADMISSION  BY  ME  THAT  THIS              AGREEMENT HAS BECOME EFFECTIVE AND ENFORCEABLE.              i. I  HAVE  SIGNED  THIS  GENERAL  RELEASE  KNOWINGLY  AND              VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED              TO ADVISE ME WITH RESPECT TO IT; AND              j. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT              BE  AMENDED,  WAIVED,  CHANGED  OR  MODIFIED  EXCEPT  BY  AN              INSTRUMENT     IN   WRITING    SIGNED    BY    AN    AUTHORIZED              REPRESENTATIVE OF THE COMPANY AND BY ME.     DATE: ___________ __, ______                 ______________________________                                                James F. Haran    Acknowledged and agreed as of the date first written above:     XCEL BRANDS, INC.                        By:                            Name:      Robert W. D’Loren          Title:     Chairman and CEO                                                                                                                                 22    135944.00100/116937659v.7