Naked Brand Group Inc. - Exhibit 10.63 - Filed by newsfilecorp.com






6/6/2014 

Carlos Serra 
[***] 
[***] 


Dear Carlos: 

It is a pleasure to extend this offer of employment to you for
the position of Vice President of Sales & Merchandising at the Naked Brand
Group, Inc (“Naked” or the “Company”). This is a full time position reporting to
the Chief Executive Officer of Naked. 

	 	• 	
      You will receive an initial annual base salary of
      $175,000 (“Base Salary”). Your Base Salary will increase to $200,000 after
      1 year of employment, subject to approval of the Company’s Board of
      Directors. 

	 	• 	
      You will be eligible to receive an annual bonus based
      mutually agreed net sales targets (“Sales”) for the Company. The Company’s
      CEO and board of directors, with input from you, will establish “low”
      “moderate” and “high” Sales thresholds for each fiscal year of your
      employment. Your bonus will equal to 15% of your Base Salary if Naked’s
      Sales equal or exceed the “low” target; 25% of your Base Salary if Naked’s
      Sales equal of exceed the “moderate” target; and 35% of your Base Salary
      if Naked’s Sales equal or exceed the “high” target. For the fiscal year
      2015 (period through January 2015), your bonus will be pro-rated for the
      period of time you are employed by the company. 

	 	• 	
      You will be granted options purchase up to 3,700,000
      shares of common stock at a strike price equal to $0.128. 1,850,000 of the
      options will vest at the rate of 33.3% per year starting one (1) year
      after your employment commencement date such that they will be fully
      vested at the end of three (3) years of employment. 1,850,000 of the
      options will vest upon the Company’s achievement of average monthly Sales
      run rate targets (“Sales Milestones”) achieved during the period running
      from 18 months to 30 months from the date of your employment (“Milestone
      Options”). Such Milestone Option shall vest in three equal portions based
      on the achievement of “low”, “moderate” and “high” Sales Milestones
      targets as mutually agreed by you, the CEO and the Board of Directors of
      the Company. In the event of a change of control (as defined in the option
      plan), your options will accelerate and become fully vested. In the event
      you are terminated without Cause, your options will accelerate and become
      fully vested (provided that your rights to exercise will be in accordance
      with the option plan) 

	 	• 	
      You will be enrolled in the Company’s benefit’s programs
      as and when you meet the eligibility requirements (which is anticipated to
      be no more than two (2) weeks following start of employment), subject to
      the plans’ terms as amended from time to time. 

	 	• 	
      Vacation equal to 3 weeks a year, with the understanding
      that you will not take more than 2 weeks vacation in any 6 month period
      without the written permission of the CEO. 

	 	• 	
      Severance pay equal to two months (2) base salary in the
      event Naked Inc. should terminate your employment during your first twelve
      (12) months of employment for any reason other than cause or voluntary
      resignation. This severance amount shall increase to four (4) months base
      salary on your one (1) year anniversary and six (6) months base pay on
      your two (2) year anniversary. 

	 	• 	
      Confidentiality, Intellectual Property, Rights
      Assignment, and Non-Solicitation: You will sign company forms covering
      this provision in conjunction with the start of your employment.


	 	• 	
      Immigration Status: You must provide a copy of Form INS
      1-9 along with proper identification, documenting that you are authorized
      to work in the United States within 3 business days from DATE. Your
      employment is contingent upon your ability to document that you are
      authorized to work in the United States. Your employment (or continued
      employment) may be contingent upon a satisfactory background/reference
      check. Naked will provide separate documents to you for your review and
      signature in connection with the background/reference check. Before Naked
      conducts a background check, the Company will provide you with the
      required information and documents for authorization.









	 	
      • 
	
      Employment at Will: At all times during your employment,
      you will be an employee “at-will.” This means that either you or the
      Company may terminate the employment relationship for any reason or no
      reason, at any time, with or without cause or notice. Please be advised
      that the at-will status of your employment may not be modified except by a
      written agreement between you and a duly authorized officer of Naked and
      signed by both you and a duly authorized officer of Naked. Also, please
      note in particular that nothing in this letter changes your status as an
      at-will employee of the Company or guarantees your employment for any
      length of time. 



By your signature below, you acknowledge that there have been
no other representations or arrangements regarding your employment other than
those set forth in this offer letter, and the terms of this offer letter may not
be modified, altered, or changed except upon the express written consent of both
you and the CEO of the Company.

Carlos, I want to welcome you to Naked and invite you to sign
below, indicating your acceptance of this position. Naked expects to grow
significantly over the next several years. We fully expect that the successful
application of your skills will contribute greatly to that growth. If you have
any questions please do not hesitate to contact me.

Please return one copy of the letter to my attention at the
address below keeping another for your records. 

Naked Brand Group, Inc. 
2-34346 Manufactures
Way
Abbotsford, BC
V2S 7Ml


Very Truly Yours,

/s/ Joel Primus
Joel Primus 
President & Chief
Executive Officer, Naked Brand Group, Inc.


Accepted by /s/ Carlos J. Serra

                             
Carlos Serra 


Date 6 Jun 2014 

Anticipated Start Date: Your employment will commence effective
June 6, 2014 however you will become an officer with the title Vice President of
Sales and Merchandising June 23rd.