Naked Brand Group Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






EXECUTIVE EMPLOYMENT AGREEMENT 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this
“Agreement”) shall be effective as of August 18, 2015 (the “Effective
Date”). 

BETWEEN: 


  
    
      
        
          NAKED BRAND GROUP INC., a company incorporated pursuant
            to the laws of the State of Nevada, with an office at 10th Floor – 95 Madison
            Avenue, New York, New York, 10016, U.S.A. 

          (the “Company”) 

        

      

    

  



AND: 


  
    
      
        
          JOEL PRIMUS, a businessman, with an address of #3-32
            Greenwich Ave, Greenwich, CT 06830 

          (the “Executive”) 

        

      

    

  



WHEREAS: 

	A. 	
      The Company desires to employ the Executive, and the
      Executive desires to be so employed by the Company, on the terms and
      subject to the conditions set forth in this Agreement.

	 	 
	B. 	
      As an executive officer of the Company, the Executive
      shall have access to valuable confidential and proprietary information
      used in the business of the Company, including financial data, customer
      data, operational data, trade secrets and other intellectual property that
      if disclosed to or used by competitors or potential competitors would
      cause irreparable harm to the Company, and as a result, the Executive and
      the Company desire to provide the Company with adequate protection from
      the unauthorized disclosure or use of the Company’s confidential and
      proprietary information.



NOW THEREFORE, in consideration of the foregoing facts, the
mutual covenants and agreements contained herein and other good and valuable
consideration, the Company and the Executive agree as follows: 

	1. 	
      DEFINITIONS

	 	 
	1.1 	
      Certain defined terms not otherwise defined herein shall
      have the following meanings: (a)





		
      (a) 
	
      “Accrued Compensation and Benefits” means (i)
      unpaid salary accrued up to the date of termination; (ii) unpaid but
      earned bonus for any completed fiscal year as of the date of termination;
      (iii) pay in respect of accrued but unused vacation; (iv) benefits or
      compensation as provided under the terms of any employee benefit and
      compensation agreements or plans applicable to the Executive and under
      which he has a vested right (including any right that vests
  in connection the termination of his employment); (v)
      incurred but unreimbursed expenses to which the Executive is entitled to
      reimbursement under the Company’s expense reimbursement policy; and (vi)
      rights to indemnification the Executive may have under the Company’s
      Articles of Incorporation, Bylaws, this Agreement, or separate
      indemnification agreement, as applicable, including any rights the
      Executive may have under directors’ and officers’ insurance
    policies.









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	 	(b) 	
      “Affiliate” means, with respect to any party, any
      corporation, limited liability company, partnership, joint venture, firm
      and/or other entity which Controls, is Controlled by or is under common
      Control with such party.

	 	 	 
	 	(c) 	
      “Board of Directors” means the board of directors
      of the Company.

	 	 	 
	 	(d) 	
      “Business” means the manufacturing, distribution
      and sale of apparel.

	 	 	 
	 	(e) 	
      “Code” means the Internal Revenue Code of 1986, as
      amended.

	 	 	 
	 	(f) 	
      “Compensation Committee” means a committee of the
      Board of Directors which has been delegated responsibility for employee
      compensation matters or, in the absence thereof, the entire Board of
      Directors.

	 	 	 
	 	(g) 	
      “Confidential and Proprietary Information” means
      all proprietary trade secrets and/or proprietary information and any
      information, concept or idea in whatever form, tangible or intangible,
      pertaining in any manner to the Business or the business of any Affiliate
      of the Company, or to the Company’s (or any of the Company’s Affiliates’)
      customers, clients, consultants, or business associates, unless the
      information is or becomes publicly known through lawful means (other than
      disclosure by the Executive, unless such disclosure by the Executive is
      made in good faith in the course of performing the Executive’s duties
      under this Agreement, or with the express written consent of the Board of
      Directors).

	 	 	 
	 	(h) 	
      “Control” means (i) in the case of corporate
      entities, direct or indirect ownership of at least fifty percent (50%) of
      the stock or participating assets entitled to vote for the election of
      directors; and (ii) in the case of non-corporate entities (such as limited
      liability companies, partnerships or limited partnerships), either (A)
      direct or indirect ownership of at least fifty percent (50%) of the equity
      interest, or (B) the power to direct the management and policies of the
      non-corporate entity.

	 	 	 
	 	(i) 	
      “Covered Entity” means every Affiliate of the
      Executive, and every business, association, trust, corporation,
      partnership, limited liability company, proprietorship or other entity in
      which the Executive has invested in (whether through debt or equity
      securities), or has contributed any capital or made any advances to, or in
      which any Affiliate of the Executive has an ownership interest or profit
      sharing percentage, or a firm from which the Executive or any Affiliate of
      the Executive receives or is entitled to receive income, compensation or
      consulting fees in which the Executive or any Affiliate of the Executive
      has an interest as a lender (other than solely as a trade creditor for the
      sale of goods or provision of services that do not otherwise violate the
      provisions of this Agreement). The agreements of the Executive contained
      herein specifically apply to each entity which is presently a Covered
      Entity or which becomes a Covered Entity subsequent to the date of this
      Agreement. Notwithstanding anything contained in the foregoing provisions
      to the contrary, the term “Covered Entity” shall not include the Company,
      any subsidiary of the Company, or any Affiliate of the Company or any such
      subsidiary.








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	 	(j) 	“Discharge   For  Cause”  means  termination   of  the  Executive’s   employment hereunder for any one or more of the following: (i) Executive’s act(s) of intentional dishonesty, fraud, gross negligence or willful misfeasance in connection with the performance of his duties to the Company, as determined in the reasonable judgment of the Board of Directors; (ii) refusal  by the Executive  to perform  ethical  and lawful  duties  assigned  by the Board of Directors that continues uncured for thirty (30) days following receipt of written notice from a majority of the Board of Directors; (iii) the Executive engaging  in  any  act  that the Board reasonably judges to be likely to injure the Company’s and/or any of its Affiliates’ operations, personnel, customers, or reputation, provided that those acts are disclosed to Executive and he is afforded an opportunity to respond in writing or in person prior to the termination of his employment;; (iv)the Executive breaching in any material respect any provision contained in Section 2.2 of this Agreement, which such breach is not cured within thirty (30) days after receipt of written notice from the Board of Directors; (v) the Executive’s material violation of any other provision of this Agreement, including, but not limited to, any provision contained in Sections 3.7 or 3.8 of this Agreement; (vi) the Executive’s commission of a felony or other crime involving moral turpitude or the commission of any crime involving misappropriation, embezzlement or fraud with respect to the Company or any of its  Affiliates or any of their respective customers, or entering into a plea of guilty or nolo contendere  (or its equivalent)  to such a crime; (vii)  the  Executive’s  commencement  of  employment  with  another  company while he is an employee of the Company without the prior consent of the Board of Directors; (viii) the Executive’s breach of his fiduciary duties to the Company; (ix) the Executive’s violation of the Company’s policies and/or rules of conduct, including but not limited to, those concerning equal opportunity, workplace harassment or workplace violence; or (x) Executive’s material failure to perform his duties (other than due to Permanent Disability, as defined below) at a level satisfactory to the Board, which failure continues after Executive’s receipt of written notice of the deficiency and a thirty (30) day period in which to cure such deficiency in a manner deemed satisfactory to the Board (without Executive’s participation). It is expressly understood that the Executive’s participation in an advisory role for those entities listed on Exhibit A, shall not be a violation of this subsection (viii).

	 	 	 
	 	(k) 	
      “Discharge Without Cause” means the Company’s
      termination of the Executive’s employment hereunder during the Term (as
      defined in Section 3.1 below) for any reason other than a Discharge For
      Cause or due to the Executive’s death or Permanent Disability.

	 	 	 
	 	(l) 	
      “Parties” means collectively the Company and the
      Executive and “Party” means either one of the Executive or the
      Company, as applicable.








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	 	(m) 	“Permanent Disability” means the Executive’s
      inability to perform the Executive’s duties hereunder due to a physical or
      mental condition for (i) a period of one hundred twenty (120) consecutive
      days, or (ii) an aggregate of ninety (180) days in any twelve (12) month
      period.

	 	 	 
	 	(n) 	“Termination For Good Reason” means voluntary
      termination of this Agreement by the Executive if any of the following
      occurs without the prior written consent of the Executive and in each case
      which continues uncured for 30 days following receipt by the Company of
      written notice thereof from the Executive: (i) there is a material
      reduction by the Company in the Executive’s annual base salary, bonus or
      long-term incentive opportunities then in effect; (ii) the Company reduces
      the Executive’s job title and position such that the Executive (A) is no
      longer President of the Company; (B) is no longer a member of the Board of Directors; or (C) is
      involuntarily removed from the Board of Directors; or (iii) the Company
      requires the Executive to move the primary location at which he performs
      services under this Agreement and that increases the distance of the
      commute to his workplace by more than thirty (30) miles.



	 	 	 
	 	(o) 	
      “Territory” means each and every state, county,
      city or other political subdivision or geographic location in the United
      States.





	2. 	
      CAPACITIES AND DUTIES; INDEMNIFICATION

	 	 
	2.1 	
      Positions and Responsibilities: The Company agrees
      to employ the Executive and the Executive agrees to serve in the capacity
      of President of the Company and as a member of the Board of Directors and
      in such other additional positions with the Company or its subsidiaries as
      the Company may reasonably assign to the Executive and which position the
      Executive agrees to assume, each acting reasonably. The Executive shall
      report only to the Board of Directors. The Executive shall perform such
      duties and comply with such instructions that are reasonably assigned or
      communicated to him by the Board of Directors, and which are reasonably
      consistent with the employment and status of the Executive as described in
      this Agreement. The Executive will at all times abide by the Company’s
      written personnel policies applicable to similarly situated employees of
      the Company as in effect from time to time and previously provided to the
      Executive, and will faithfully and to the best of the Executive’s ability,
      experience and talents perform all of the duties that may be required of
      and from the Executive pursuant to the terms hereof, consistent with the
      Executive’s position.

	 	 
	2.2 	
      Exclusive Services; Other Representations: During
      the Term, the Executive agrees to devote the Executive’s best efforts and
      full business time to rendering services to the Company; provided,
      however, that the Executive shall be permitted to serve on the board of
      directors of various for- profit and non-profit organizations, from time
      to time, provided (i) such organizations do not compete with the Business
      and (ii) the time expended by the Executive in rendering service to such
      organizations does not, in the aggregate, materially impair the
      Executive’s performance of his duties under this Agreement.

	 	 
	2.3 	
      Board Membership: For so long as the Executive
      remains President of the Company, the Executive shall be nominated by the
      Company for election to the Board of Directors or appointed to the Board
      of Directors.

	 	 
	2.4 	
      Fiduciary Duty: The Executive agrees that in
      performing the duties and responsibilities of the Executive’s employment
      as provided in this Agreement, the Executive will occupy a position of
      high fiduciary trust and confidence, pursuant to which the Executive will
      develop and acquire wide experience and knowledge with respect to all
      aspects of the manner in which the business of the Company is conducted.
      The Executive and the Company agree that such knowledge and experience
      shall be used solely and exclusively in furtherance of the business
      interests of the Company and not in any manner which would be detrimental
  to the Company.








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	2.5 	Indemnification: The Company shall, to the maximum
      extent permitted by law, indemnify and hold harmless the Executive for any
      loss, injury, damage, expense (including reasonable attorneys’ fees and
      costs), claim or demand, arising out of, connected with, or in any manner
      related to, any act, omission or decision made in good faith while
      performing services for the Company from and after the Effective Date. As
      part of the Executive’s employment with the Company, the Parties agree to
      execute an indemnification agreement, in a form to be mutually agreed to
      by the Parties, acting reasonably, within 30 days of the Effective
      Date.

	 	 
	3. 	EMPLOYMENT, TERM, TERMINATION, CONFIDENTIAL
      INFORMATION, NON- COMPETE AND NON-SOLICITATION.

	 	 
	3.1 	Term: Subject to Sections 3.2, 3.3, 3.4, 3.5, 3.6
      and 3.7, the term of this Agreement shall be one year (1) years commencing
      on the Effective Date, unless terminated earlier pursuant to the terms
      herein (the “Initial Term”); provided that the Initial Term may be
      extended for additional one-year periods (each, a “Renewal Term”)
      upon the expiration of the Initial Term or any such
      Renewal Term with the mutual agreement in writing of the Company
      and the Executive no later than ninety (90) days in advance of the
      expiration of the Initial Term or any such Renewal Term. The Initial Term
      or, in the event that the Executive’s employment hereunder is terminated
      earlier pursuant to the terms herein or extended pursuant to this Section
      3.1, such shorter or longer period, as the case may be, is referred to
      herein as the “Term.”





	3.2 	
      Discharge For Cause: The Executive’s employment
      under this Agreement may be terminated by the Company for one of the
      events specified in Section 1.1(j) (subject to the notice and cure period
      set forth in Section 1.1(j), if applicable), without further obligation by
      the Company, except for payment of any base salary compensation and
      expense reimbursement accrued and unpaid to the effective date of
      termination and except as otherwise required by law, upon written notice
      to the Executive of a Discharge For Cause. Such notification from the
      Company shall include such facts as shall be reasonably necessary to
      apprise the Executive of the basis for such Discharge For Cause and for
      the Executive to exercise the Executive’s right to cure under Section
      1.1(j), if applicable.

	 	
       

	3.3 	
      Discharge Without Cause: The Executive’s
      employment under this Agreement may be immediately terminated by the
      Company for any reason specified in 1.1(k) upon written notice to the
      Executive of a Discharge Without Cause. Upon termination pursuant to this
      Section 3.3, in return for the non-competition and non-solicitation
      agreement described below, and the Executive’s execution without
      revocation of a general release, the Executive shall be entitled to the
      following benefits (the “Without Cause Severance Package”): (i) the
      Executive shall receive severance equal to one year of the Executive’s
      then current annual salary to be paid in twelve (12) equal monthly
      payments; (ii) reimbursement for Executive’s monthly health insurance
      premiums, not to exceed the monthly amount of COBRA premiums that
      otherwise would apply to Executive after such termination, and following
      receipt of appropriate documentation showing Executive’s monthly premium
      costs, for twelve (12) months from the date of such termination; and (iii)
      the Accrued Compensation and Benefits. In addition, any and all of the
      Executive’s unvested equity shall immediately vest, without restriction.
      As a condition to receiving the Without Cause Severance Package, the
      Executive shall execute (i) a general release of any claims against the
      Company and its affiliates, in a form and substance satisfactory to the
      Company, and (ii) a non-competition and non-solicitation agreement having
      a term which is the same as the term of the Without Cause Severance
      Package, and with terms and subject to conditions substantially similar to
      those contained in Section 3.9 of this Agreement.








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	3.4 	Termination For Good Reason: The Executive’s
      employment under this Agreement may be terminated by the Executive for one
      of the events specified in Section 1.1(n) (subject to the notice and cure
      period set forth in Section 1.1(n)) upon written notice to the Company of
      a Termination For Good Reason. Upon termination pursuant to this Section
      3.4, in return for the non-competition agreement described below, and the
      Executive’s execution without revocation of a general release, the
      Executive shall be entitled to the following benefits (the “Good
        Reason Severance Package”): (i) the Executive shall receive
      twelve (12) equal monthly payments of severance equal to one year of the
      Executive’s then current annual salary; (ii) reimbursement for Executive’s
      monthly health insurance premiums, not to exceed the monthly amount of
      COBRA premiums that otherwise would apply to Executive after such
      termination, and following receipt of appropriate documentation showing
      Executive’s monthly premium costs, for twelve (12) months from the date of
      such termination; and (iii) the Accrued Compensation and Benefits. In
      addition, any and all of the Executive’s unvested equity shall immediately
      vest, without restriction. As a condition to receiving the Good Reason
      Severance Package, the Executive shall execute (i) a general release of
      any claims against th Company and its Affiliates, in a form and substance
      satisfactory to the Company, and (ii) a non-competition and non-
      solicitation agreement having a term which is the same as the term of the
      Good Reason Severance Package, and with terms and subject to conditions
      substantially similar to those contained in Section 3.9 of this
      Agreement.

	 	 

	3.5 	Termination Upon Death: This Agreement shall
      immediately terminate without action or notice by either of the Parties
      upon the death of the Executive and without further obligation by the
      Company, except for payment of the Accrued Compensation and Benefits and
      except as otherwise required by law.

	 	 

	3.6 	Termination Upon Permanent Disability: The
      Executive’s employment under this Agreement may be immediately terminated
      by the Company upon written notice to the Executive of a termination for
      the Permanent Disability of Executive. Upon termination pursuant to this
      Section 3.6, and in return for the non-competition and non-solicitation agreement described
      below, and the Executive’s execution without revocation of a general
      release, the Executive shall be entitled to the following (“Permanent
        Disability Severance Package”): (i) ♦ [insert]; (ii)
      reimbursement for Executive’s monthly health insurance premiums, not to
      exceed the monthly amount of COBRA premiums that otherwise would apply to
      Executive after such termination, and following receipt of appropriate
      documentation showing Executive’s monthly premium costs, for twelve (12)
      months from the date of such termination; and (iii) the Accrued
      Compensation and Benefits. The Permanent Disability Severance Package
      shall also provide that any and all of the Executive’s unvested equity
      shall immediately vest, without restriction. As a condition to receiving
      the Permanent Disability Severance Package, the Executive shall execute (
      i ) a general release of any claims against the Company and its
      Affiliates, in a form and substance satisfactory to the Company, and (ii)
      a non-competition and non-solicitation agreement having a term which is
      the same as the term of the Permanent Disability Severance Package; and
      with terms and subject to conditions substantially similar to those
      contained in Section 3.9 of this Agreement.








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	3.7 	
      Other Termination by the Company: The Company may
      immediately terminate this Agreement, without further effect, in the event
      of the liquidation, dissolution or discontinuance of business by the
      Company or the filing of any petition by or against the Company under any
      federal or state bankruptcy or insolvency laws, which petition shall not
      be dismissed within thirty (30) days after filing). If the Company
      terminates Executive’s employment pursuant to this section, Executive
      shall not be entitled to any salary, bonus, or benefits from the Company
      other than (i) any unpaid salary for services performed prior to his
      separation date, (ii) reimbursement for business expenses incurred prior
      to his separation date in accordance with Company policy, and (iii) any
      benefits which he is entitled to receive under the terms of the Company’s
      benefit plans or in accordance with applicable law.

	 	 
	3.8	
      Confidential and Proprietary Information: The
      Executive agrees that he will not, either directly or indirectly, and the
      Executive will not permit any Covered Entity which is Controlled by the
      Executive to, either directly or indirectly, divulge to any person or
      entity or use any of the Confidential and Proprietary Information, except
      (i) as required in connection with the performance of the Executive’s
      duties to the Company, (ii) as required to be included in any report,
      statement or testimony requested by any municipal, state or national
      regulatory body having jurisdiction over the Executive or any Covered
      Entity which is Controlled by the Executive, (iii) as required in response
      to any summons or subpoena or in connection with any litigation, (iv) to
      the extent necessary in order to comply with any law, order, regulation,
      ruling or governmental request applicable to the Executive or any Covered
      Entity which is Controlled by the Executive, (v) as required in connection
      with an audit by any taxing authority, or (vi) is made with the express
      written consent of the Board of Directors. In the event that the Executive
      or any such Covered Entity which is Controlled by the Executive is
      required to disclose Confidential and Proprietary Information pursuant to
      the foregoing exceptions, the Executive shall promptly notify the Company
      of such pending disclosure and assist the Company (at the Company’s
      expense) in seeking a protective order or in objecting to such request,
      summons or subpoena with regard to the Confidential and Proprietary
      Information. If the Company does not obtain such relief after a period
      that is reasonable under the circumstances, the Executive (or such Covered
      Entity) may disclose that portion of the Confidential and Proprietary
      Information that such party is advised by counsel that he is legally
      compelled to disclose or else stand liable for contempt or suffer censure
      or penalty. In such cases, the Executive shall promptly provide the
      Company with a copy of the Confidential and Proprietary Information so
      disclosed.

	 	 
	3.9 	
      Non-Compete and
Non-Solicitation:





	 	(a) 	
      Except as otherwise explicitly permitted by the last
      sentence of this Section 3.9(a) of this Agreement, during the Term and
      thereafter for a period of the term of any Without Cause Severance
      Package, Good Reason Severance Package or Permanent Disability Severance
      Package, as applicable, the Executive shall not, either directly or
      indirectly, individually or by or through any Covered Entity, participate
      in, assist, aid or advise in any way, any business or enterprise that
      competes with the Business in the Territory (including, without
      limitation, providing services to any customer or other person or entity
      in the Territory). Except as otherwise explicitly permitted by the last
      sentence of this Section 3.9(a) of this Agreement, during the Term and for
      a period of twelve (12) months thereafter, the Executive shall not, either
      directly or indirectly, individually or by or through any Covered Entity,
      invest in (whether through debt or equity securities), contribute
      any capital or make any advances or loans to, take an ownership interest
      or profit-sharing percentage in, seek to purchase or acquire, or receive
      income, compensation or consulting fees from, any entity or person
      directly or indirectly involved in or competitive with the Business in the
      Territory. Notwithstanding the foregoing, nothing contained in this
      Section 3.8(a) prohibits the Executive or any Affiliate of the Executive
      from owning (i) less than five percent (5%) of any class of voting
      securities publicly held and quoted on a recognized securities exchange or
      inter-deal quotation system of any issuer, and (ii) an immaterial amount
      of a Covered Entity as a result of a purchase decision made by a third
      party after the Effective Date without the knowledge of the Executive and
      no such issuer shall be considered a Covered Entity solely by virtue of
  such ownership or the incidents thereof. 








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		(b) 	
      During the Term and thereafter for a period of the term
      of any Without Cause Severance Package, Good Reason Severance Package or
      Permanent Disability Severance Package, as applicable, the Executive will
      not, either directly or indirectly and will not permit any Covered Entity
      which is Controlled by the Executive to, either directly or indirectly,
      (i) solicit, or take any other action that is intended to solicit, the
      business of any customers with which the Company or any of its Affiliates
      conducts business or has conducted business within the 12 months preceding
      such solicitation or other action; or (ii) hire, solicit, take away, or
      attempt to hire, solicit or take away (either on the Executive’s behalf or
      on behalf of any other person or entity) any person (i) who is then an
      employee of the Company or any Affiliate of the Company; or (ii) who has
      terminated his or her employment with the Company or any Affiliate of the
      Company within the three months preceding such hiring, 

	 	  	
      solicitation or other action. 

	 	  	
       

		(c) 	
      The Executive agrees that the payment of any amount of
      any Without Cause Severance Package, Good Reason Severance Package or
      Permanent Disability Severance Package is conditioned on the Executive’s
      compliance with this Section 3.9 and that the Company will have the right
    to withhold payment if the Executive is in breach of this Section 3.9.    

	 	  	
       

		(d) 	
      Except as specifically agreed to by the Board, during the
      Term and thereafter for a period of 12 months after a Discharge For Cause,
      Executive shall be bound by the restrictive covenants set forth in
      Sections 3.9(a) and 3.9(b) of this Agreement. 

	 	  	
       

		(e) 	
      Blue-Penciling of Agreement. The Parties agree that, in
      the event any court of competent jurisdiction determines that the above
      covenants are invalid or unenforceable, the court shall have the power and
      discretion to construe the applicable provisions by limiting or reducing
      them so as to be enforceable to the maximum extent compatible with
      applicable law. 





	3.10 	
      Enforcement; Remedies: The Executive agrees and
      acknowledges that the Company has a valid and legitimate business interest
      in protecting the Business in the Territory from any activity prohibited
      by Section 3.8 or 3.9 of this Agreement. The Executive acknowledges that
      the Executive’s expertise in the Business is of a special and unique
      character which gives this expertise a particular value, and that a breach
      of Section 3.8 or 3.9 of this Agreement by the Executive will cause
      serious and potentially irreparable harm to the Company. The Executive
      therefore acknowledges that a breach of Section 3.8 or 3.9 of this
      Agreement by the Executive cannot be adequately compensated in an action
      for damages at law, and equitable relief would be necessary to protect the
      Company from a violation of this Agreement and from the harm which this
      Agreement is intended to prevent. By reason thereof, the Executive
      acknowledges that the Company is entitled, in addition to any other
      remedies it may have under this Agreement or otherwise, to preliminary and
      permanent injunctive and other equitable relief to prevent or curtail any
      breach of this Agreement without any requirement to post bond. The
      Executive acknowledges, however, that no specification in this Agreement
      of a particular legal or equitable remedy may be construed as a waiver of
      or prohibition against pursuing other legal or equitable remedies in the
  event of a breach of this Agreement by the Executive.








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	3.11 	Non-disparagement: During the Term and for the
      twelve (12) months thereafter, the Executive shall not, and shall cause
      his relatives, agents, and representatives to not, knowingly disparage,
      criticize, or otherwise make any derogatory statements regarding the
      Company, its directors, or its officers, and the Company shall not
      knowingly disparage, criticize or otherwise make any
      derogatory statements regarding the Executive, his relatives, agents
      or representatives. The Company’s obligations under the preceding sentence
      shall be limited to communications by its officers having the rank of vice
      president or above and members of the Board of Directors as well as its
      agents and representatives. The foregoing restrictions shall not apply to
      any statements that are made truthfully in response to a subpoena or other
      compulsory legal process.





	4. 	
      COMPENSATION AND BENEFITS

	 	 
	4.1 	
      Salary: In consideration of the Executive’s
      services, the Company agrees to pay base compensation equal to an annual
      salary of $164,000 to be paid according to the Company’s general payroll
      practices as same may exist from time to time.

	 	 
	4.2 	
    Annual  Bonus:    The  Executive  shall  be eligible  to receive  an annual  bonus  for each whole  or  partial  year  during  the  Term  payable  based  upon  performance   targets established by the Board of Directors in consultation with the Executive or as otherwise determined by the Board of Directors in its discretion. The Executive’s performance, for purposes of determining eligibility for receiving an annual bonus under this Section, shall be evaluated by the Board (without the participation of the Executive) in its sole discretion.  The bonus shall be paid in a lump sum  cash payment  as soon as reasonably  practicable  following  December  31st of the year to which the bonus relates; provided, however, that the bonus shall be paid no later than March 15th of the year following the year to which the bonus relates.

	 	 
	4.3 	
      Long-Term Incentives: The Company shall grant as
      of August __18_, 2015 (the “Grant Date”) to the Executive an option
      or a share purchase warrant (the “Option”) to purchase 299,899
      shares of common stock of the Company, par value $0.001 per share (the
      “Option Shares”). The Option shall have a per- share exercise price
      equal to the fair market value of a share of the Company’s common stock on
      the Grant Date. The Option shall be vested as of the Grant Date with
      respect to 25% of the Option Shares and the Option shall vest with respect
      to the remaining 75% of the Option Shares in equal monthly installments
      over three (3) years from the Grant Date, subject to the Executive’s
      continued employment through the applicable vesting date (including a 1
      year vesting provision amended in the option agreement and stock option
      certificate in the event of termination). The Option shall be
      transferable, in whole or in part, by the Executive only to an estate
      planning vehicle, including any trust solely for the benefit of the
      Executive and his family members, or to a designated beneficiary by last
      will and testament or by the laws of descent and distribution or pursuant
      to a domestic relations order. The maximum term of the Option shall be ten
      (10) years and the terms of the Option shall provide for and permit
      cashless option exercises. The Company and the Executive agree to use
      their best efforts to structure the Option to maximize the tax benefits
      for the Executive.









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	4.4 	Reimbursement of Expenses: The Company shall
      reimburse the Executive for any reasonable business expenses incurred by
      the Executive in the ordinary course of the Company’s business in
      accordance with the Company’s reimbursement policies then in
      effect.

	 	 
	4.5 	Benefits: During the Term, the Executive shall be
      entitled to receive the following benefits:





	 	(a) 	
      full family health, dental, vision, major medical, and
      disability insurance coverage through a provider of the Executive’s
      choosing, without deductible;

	 	 	 
	 	(b) 	
      a shared full-time assistant; and

	 	 	 
	 	(c) 	
      such other benefits in such amounts as determined by the
      Board of Directors from time to time.




	4.6 	
      Relocation Expenses: The Company shall pay the
      following expenses:





	 	(a)	
      moving expense allowance of $30,000;

	 	 	 
	 	(b) 	
      all fees, including legal expenses, associated with the
      Executive obtaining the necessary permits to work and reside in and
      relocate to the United States; and

	 	 	 
	 	(c) 	
      moving and travel expenses.





	4.7 	
      Post-Termination Benefits: If the Executive’s
      employment is terminated by the Company pursuant to a Discharge Without
      Cause, or by the Executive pursuant to a Termination For Good Reason, both
      as defined above, the Executive shall be entitled to receive and the
      Company shall pay for all costs associated with the Executive’s relocation
      back to Vancouver, British Columbia, including without limitation, all
      moving and travel expenses.

	 	 
	4.8 	
      Vacation: The Executive shall be entitled to four
      weeks of vacation during each one year period during the Term to be taken
      at such times as reasonably determined by the Executive.

	 	 
	4.9 	
      Withholding: The Executive authorizes the Company
      to make any and all applicable withholdings of federal and state taxes and
      other items the Company may be required to deduct, as such items may exist
      under this Agreement or otherwise from time to time.

	 	 
	5. 	
      SUCCESSORS AND ASSIGNS

	 	 
		
      This Agreement is intended to bind and inure to the
      benefit of and be enforceable by the Executive, the Company and their
      respective heirs, successors and assigns, except that the Executive shall
      not have any right to assign or otherwise transfer this Agreement or any
      of the Executive’s rights, duties or any other interest herein (except in
      connection with any assignment of rights to receive consideration
      hereunder by or to the Executive’s estate made upon the death of the
      Executive) to any party without the prior written consent of the Company,
      and any such purported assignment shall be null and void.

	 	 
	6. 	
      SURVIVAL OF RIGHTS AND OBLIGATIONS

	 	 
		
      The rights and obligations of the Parties as stated
      herein shall survive the termination of this Agreement.








- 11 -



	7. 	ENTIRE AGREEMENT





	
      7.1 
	
      Sole Agreement: This Agreement (including any
      attachments and exhibits hereto) and any agreement relating to the grant
      of any equity incentives, including, without limitation, the Option,
      contain the Parties’ sole and entire agreement regarding the subject
      matter hereof, and supersedes any and all other agreements,
      understandings, statements and representations of the parties, including,
      but not limited to, any employment agreement or other agreement regarding
      the Executive’s compensation or terms of employment entered into prior to
      the Effective Date. 




	7.2 	
      No Other Representations: The Parties acknowledge
      and agree that, except for those representations specifically referenced
      herein, neither of the Parties has made any representations (a) concerning
      the subject matter hereof, or (b) inducing the other Party to execute and
      deliver this Agreement. The Parties have relied on their own judgment in
      entering into this Agreement.

	 	 
	8. 	
      AMENDMENTS; WAIVERS

	 	 
		
      This Agreement may only be amended in a writing signed by
      both the Company and the Executive. The waiver of either of the Parties
      hereto of any right hereunder or of any failure to perform or breach by
      the other Party hereto shall not be deemed a waiver of any other right
      hereunder or of any other failure or breach by the other Party hereto,
      whether of the same or a similar nature or otherwise. No waiver shall be
      deemed to have occurred unless set forth in writing executed by or on
      behalf of the waiving Party.

	 	 
	9. 	
      GOVERNING LAW

	 	 
		
  This  Agreement  shall  be  governed  pursuant  to  the  laws  of  the  State of New York, regardless  of  the  laws  that  might  otherwise  govern  under  applicable  principles  of conflicts of laws.






	10. 	
      SEVERABILITY

	 	 
		
      In the event that any provision or term of this
      Agreement, or any word, phrase, clause, sentence or other portion thereof
      (including, without limitation, the geographic and temporal restrictions
      and provisions contained in this Agreement) is held to be unenforceable or
      invalid for any reason, such provision or portion thereof will be modified
      or deleted in such a manner as to make this Agreement, as modified, legal
      and enforceable to the fullest extent permitted under applicable
    laws.

	 	 
	11. 	
      INTERPRETATION; SECTION HEADINGS

	 	 
		
      The section and subsection headings of this Agreement are
      included for purposes of convenience only, and shall not affect the
      construction or interpretation of any of its provisions.

	 	 
	12. 	
      NOTICES

	 	 
		
      All notices and other communications under or in
      connection with this Agreement shall be in writing and shall be deemed
      given (i) if delivered personally, upon delivery, (ii) if delivered by
      registered or certified mail (return receipt requested), upon the earlier
      of actual delivery or three (3) days after being mailed, (iii) if given by
      overnight courier with receipt acknowledgment requested, the next business
      day following the date sent, or (iv) if given by facsimile, telecopy or
      electronic mail, upon confirmation of transmission by facsimile or
      telecopy or delivery by electronic mail, provided such notice or other
      communication is also given by some other means permitted by this Section
      12, in each case to the Parties at the following
  addresses:








- 12 -



	 	 To the Company: 	Naked Brand Group Inc.
  
	 	  	10th Floor – 95 Madison Avenue
      New York, New York 10016 USA 
	 	  	Attn: Michael Flanagan 
	 	  	Tel: 212-851-8050 
	 	  	Email:
      mike.flanagan@nakedbrandgroup.com 
	 	  	  
	 	  	  
	 	               
               with a copy to: 	Duane Morris LLP 
	 	  	  
	 	  	1540 Broadway New York, New York
      10036 
	 	  	Attn: Nanette Heide 
	 	  	Tel:212.692.1003 
	 	  	Fax:212.202.5334 
	 	  	Email:ncheide@duanemorris.com 
	 	  	  
	 	  	  
	 	To Executive: 	JOEL PRIMUS 
	 	  	3-32 Greenwich Ave, Greenwich CT
      06830 
	 	  	Tel: 929-254-8931 Email: joel.primus@nakedbrandgroup.com




	13. 	
      JOINT PREPARATION

	 	 
		
      The Parties to this Agreement have negotiated it at
      length, and have had the opportunity to consult with and be represented by
      their own competent counsel. This Agreement is therefore deemed to have
      been jointly prepared by the Parties, and any uncertainty or ambiguity
      existing in it shall not be interpreted against any Party, but rather
      shall be interpreted according to the rules generally governing the
      interpretation of contracts.

	 	 
	14. 	
      THIRD-PARTY BENEFICIARIES

	 	 
		
      No term or provision of this Agreement is intended to be,
      or shall be, for the benefit of any person, firm, organization,
      corporation or entity not a party hereto, and no such other person, firm,
      organization, corporation or entity shall have any right or cause of
      action hereunder.




	15. 	
      COOPERATION AND FURTHER ACTIONS

	 	 
		
      The Parties agree to perform any and all acts and to
      execute and deliver any and all documents necessary or convenient to carry
      out the terms of this Agreement.

	 	 
	16. 	
      ATTORNEYS’ FEES

	 	 
		
      In the event that a Party brings an action to enforce the
      terms of this Agreement, , the prevailing Party shall be entitled to
      recover from the other Party its reasonable attorneys’ fees and costs in
      bringing such action.








- 13 -

	17. 	COUNTERPARTS

	 	 
		This Agreement may be executed in one or more
      counterparts, including facsimile and electronically transmitted
      counterparts, each of which shall be deemed an original and all of which
      shall be considered one and the same instrument.

	 	 
	18. 	INTERNAL REVENUE CODE SECTION 409A

	 	 
		Notwithstanding any provision of this Agreement, this
      Agreement shall be construed and interpreted to comply with Section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”), and
      if necessary, any provision shall be held null and void to the extent such
      provision (or part thereof) fails to comply with Section 409A of the Code
      or regulations thereunder. For purposes of the limitations on nonqualified
      deferred compensation under Section 409A of the Code, each payment of
      compensation under the Agreement shall be treated as a separate payment of
      compensation for purposes of applying the exclusion from Section 409A of
      the Code for certain short-term deferral amounts. Any amounts payable
      solely on account of an involuntary separation from service within the
      meaning of Section 409A of the Code shall be excludible from the
      requirements of Section 409A of the Code, either as involuntary separation
      pay or as short-term deferral amounts (e.g., amounts payable under the
      schedule prior to March 15 of the calendar year following the calendar
      year of involuntary separation) to the maximum possible extent. If, as of
      the date of termination, the Executive is a “specified employee” as
      determined by the Company, then to the extent that any amount or benefit
      that would be paid or provided to the Executive under this Agreement
      within six (6) months of his “separation from service” (as determined
      under Section 409A) constitutes an amount of deferred compensation for
      purposes of Section 409A and is considered for purposes of Section 409A to
      be owed to the Executive by virtue of his separation from service, then
      such amount or benefit shall not be paid or provided during the six-month
      period following the date of the Executive’s separation from service and
      instead shall be paid or provided on the first business day that is at
      least seven (7) months following the date of the Executive’s separation
      from service, except to the extent that, in the Company’s reasonable
      judgment, payment during such six-month period would not cause the
      Executive to incur additional tax, interest or penalties under Section
      409A. Further, any reimbursements or in-kind benefits provided under the
      Agreement shall be made or provided in accordance with the requirements of
      Section 409A of the Code, including, where applicable, the requirement
      that (i) any reimbursement is for expenses incurred during the period of
      time specified in the Agreement, (ii) the amount of expenses eligible for
      reimbursement, or in-kind benefits provided, during a calendar year may
      not affect the expenses eligible for reimbursement, or in-kind benefits to
      be provided, in any other calendar year, (iii) the reimbursement of an
      eligible expense shall be made no later than the last day of the calendar
      year following the year in which the expense is incurred, and (iv) the
      right to reimbursement or in-kind benefits is not subject to liquidation
      or exchange for another benefit.






- 14 -



	19. 	
      MITIGATION WITH RESPECT TO SEVERANCE
  AMOUNTS

	 	 
		
      Subject to the terms and conditions of this Agreement, in
      the event that the Executive is entitled under this Agreement to receive
      the Without Cause Severance Package, Good Reason Severance Package or
      Permanent Disability Severance Package, as applicable, such severance
      amounts to which the Executive is entitled (subject to the terms and
      conditions of this Agreement, including, without limitation, Section
      3.9(c) hereof) shall not be reduced as a result of any duty to mitigate
      damages or by the amount of compensation the Executive receives from other
      employers during the period in which such severance amounts are
    paid.





	20. 	ARBITRATION

	 	 
		The Parties agree that any and all disputes arising out
      of the terms of this Agreement, the Executive’s employment by the Company,
      the Executive’s service as an officer or director of the Company, or the
      Executive’s compensation and benefits, their interpretation, and any of
      the matters herein released, shall be subject to binding arbitration in
      New York, New York under the American Arbitration Association’s National
      Rules for the Resolution of Employment Disputes, supplemented by the New
      York Rules of Civil Procedure. The Parties agree that the prevailing Party
      in any arbitration shall be entitled to injunctive relief in any court of
      competent jurisdiction to enforce the arbitration award. The Parties
      hereby agree to waive their right to have any dispute between them
      resolved in a court of law by a judge or jury. This paragraph shall not
      prevent either Party from seeking injunctive relief (or any other
      provisional remedy) from any court having jurisdiction over the Parties
      and the subject matter of their dispute relating to the Executive’s
      obligations under this Agreement.



[SIGNATURE PAGE FOLLOWS] 




- 15 -

IN WITNESS WHEREOF, the parties hereto have executed, or caused
their duly authorized representatives to execute, this Agreement as of the
Effective Date. 

NAKED BRAND GROUP INC. 
a
Nevada corporation 

 

	 	Per: 	/s/Michael Flanagan 
	 	  	Name: Michael Flanagan 
	 	  	Title: Chief Financial Officer
  


 


 

	 	 
                 /s/Joel Primus 
	 	JOEL PRIMUS 


 

[SIGNATURE PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT] 




EXHIBIT A 

LIST OF EXECUTIVE’S ADVISORY OR MANAGEMENT ROLES