Exhibit 10.49


 


RAFAELLA
APPAREL GROUP, INC.

EQUITY INCENTIVE PLAN

AWARD AGREEMENT


 


RAFAELLA APPAREL GROUP, INC. (the “Company”)
hereby grants to Richard Metzger (the “Participant”)
the following option (the “Option”) to
purchase shares of the common stock of the Company (the “Shares”),
subject to the following terms and conditions and pursuant to the Rafaella
Apparel Group, Inc. Equity Incentive Plan (the “Plan”).


 


Grant
Date:            October 13, 2010
(“Grant Date”)


 


Option
Price:         $5.33  per Share (“Option Price”)


 


Number
of Shares:               111,111


 


Expiration
Date:    Tenth anniversary of the
Grant Date (the “Option Period”)


 


Relationship
to the Plan:     This
Option is granted pursuant to the Plan and is in all respects subject to the
terms, conditions and definitions of the Plan (including, but not limited to,
provisions concerning exercise, restrictions on Options, termination,
nontransferability and adjustment of the number of Shares).  The Participant hereby accepts this Option
subject to all the terms and provisions of the Plan.  The Participant further agrees that all
decisions under and interpretations of the Plan by the Administrator shall be
final, binding and conclusive upon the Participant and his or her heirs.  All capitalized terms used herein and not
otherwise defined herein shall have the same meanings ascribed to them in the
Plan.  If there is any inconsistency
between the terms of this Award Agreement and the terms of the Plan, the Plan’s
terms shall completely supersede and replace the conflicting terms of this Award
Agreement.


 


The
Participant hereby acknowledges receipt of a copy of the Plan attached hereto
as Annex A as presently in effect, but as may be amended from time to
time.  This Award Agreement and the Plan
constitute the entire agreement of the parties with respect to the subject
matter hereof, and supersede any prior written or oral agreement.


 


Vesting
Schedule.  One quarter
of the Shares subject to the Option shall vest on each of the first, second,
third and fourth anniversaries of the Grant Date (each, a “Vesting Date”),
provided that the Participant remains employed by the Company on each
applicable Vesting Date on an active and full-time basis.


 


Vesting
upon a Liquidity Event.  In
the event of a Liquidity Event, Section 8 of the Plan shall apply to the
Option.


 


Exercisability
of Option.  During the
Option Period, unless otherwise provided in this Award Agreement or the Plan,
this Option shall entitle the Participant to purchase, in whole or at any time
or in part from time to time, to the extent the Option is vested in accordance
with the vesting schedule herein, the Shares subject to this Option, and each
such right of purchase shall be cumulative and shall continue, unless sooner
exercised or terminated as herein provided. 
Any fractional number of Shares resulting from the application of the
foregoing percentages shall be 


 

















 


rounded
to the next higher whole number of Shares, but shall not exceed the total
number of Shares covered by this Option.


 


Manner
of Exercise and Payment. 
Subject to the terms and conditions of this Award Agreement and the
Plan, this Option may be exercised by delivery of written notice to the
Secretary of the Company, at the Company’s principal executive office in the
form of Annex B.  Such notice
shall state (i) that the person exercising this Option is entitled to
exercise this Option, (ii) that such person is electing to exercise this
Option and (iii) the number of Shares in respect of which this Option is
being exercised.  Such person or persons
shall (i) deliver this Award Agreement to the Secretary of the Company who
shall endorse thereon a notation of such exercise and (ii) provide
satisfactory proof as to the right of such person or persons to exercise the
Option.


 


The
Participant shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any Shares subject to this Option until
this Option shall have been exercised pursuant to the terms of this Award
Agreement and the Participant shall have paid the full Option Price for the number
of Shares in respect of which this Option was exercised.


 


The
option exercise price of the Shares as to which an Option shall be exercised
shall be paid to the Company at the time of exercise in cash, by certified
check or by such other method permitted by the Administrator, in its sole
discretion, as may be allowed under applicable law.


 


Withholding
of Taxes.  The Company
shall have the right to deduct from any distribution of cash to the Participant
an amount equal t the federal, state and local income taxes and other amounts
as may be required by law to be withheld (the “Withholding
Taxes”) with respect to this Option. 
If the Participant is entitled to receive Shares upon exercise of this
Option, the Participant shall pay the Withholding Taxes to the Company in cash
prior to the issuance of such Shares.


 


Repurchase
Right.  The Option and any Shares held
by a Participant shall be subject to the repurchase right set forth under
Section 10 of the Plan.


 


Transferability.  The Option shall be subject to the transfer
restrictions contained in Section 6(h) of the Plan and the Shares
shall be subject to the transfer restrictions contained in Section 9 of
the Plan.


 


No
Employment or Service Contract.  Nothing in this Award Agreement or in the
Plan shall confer upon the Participant any right to continue such Participant’s
relationship with the Company or a Subsidiary (as defined below) or Affiliate
thereof, nor shall it give any Participant the right to be retained in the
employ of the Company or a Subsidiary or Affiliate or interfere with or
otherwise restrict in any way the rights of the Company or a Subsidiary or
Affiliate, which rights are hereby expressly reserved, to terminate any
Participant’s employment or relationship at any time for any reason, except as
may be set forth in an employment or other agreement between the Participant
and the Company or a Subsidiary or Affiliate of the Company.


 


“Subsidiary” shall mean any corporation, partnership, limited
liability company, joint venture or other legal entity of which the Company
owns, directly or indirectly, 50% or more of 


 


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the
stock or other equity interests the holders of which are generally entitled to
vote for the election of the board of directors or other governing body of such
corporation or other legal entity.


 


Modification
of Award Agreement.  This
Agreement may be modified, amended, suspended or terminated, and any terms or
conditions may be waived, but only by a written instrument executed by the parties
hereto.


 


Severability.  Should any provision of this Agreement be
held by a court of competent jurisdiction to be unenforceable or invalid for
any reason, the remaining provisions of this Agreement shall not be affected by
such holding and shall continue in full force in accordance with their terms.


 


Governing
Law.  The validity, interpretation,
construction and performance of this Award Agreement shall be governed by the
laws of the State of New York without giving effect to the conflicts of laws principles
thereof.


 


 


Accepted
and Agreed:


 


	
  PARTICIPANT

  	
   

  	
  RAFAELLA APPAREL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Richard Metzger

  	
   

  	
  By:

  	
  /s/
  Christa Michalaros

  
	
  Richard
  Metzger

  	
   

  	
   

  	
  Name:

  	
  Christa
  Michalaros

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachments:

  	
  Annex
  A (The Plan)

  	
   

  	
   

  
	
   

  	
  Annex
  B (Form of Exercise Notice)

  	
   

  	
   

  
						



 


 


Dated:
October 13, 2010


 


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ANNEX A


 


RAFAELLA
APPAREL GROUP, INC.

EQUITY INCENTIVE PLAN


 

















 


ANNEX B


 


RAFAELLA
APPAREL GROUP, INC.

EQUITYI NCENTIVE PLAN


 


Notice of
Exercise of Option


 


1.             Exercise of
Option. Pursuant to the Rafaella Apparel Group, Inc. Equity Incentive
Plan (the “Plan”) and my Award Agreement
thereunder, dated October 13, 2010 (the “Agreement”), I
hereby elect to exercise my option (the “Option”) to the
extent of
                    
Shares.


 


2.             Delivery of
Payment. I hereby deliver to the Company a cashier’s check in the amount of
US Dollars
$                        
in full payment of the purchase price of the Shares determined by multiplying (a) the
exercise price per Share as set forth in my Agreement, by (b) the number
of Shares as to which 1 am exercising the Option and in satisfaction of my
obligation to remit to the Company an amount sufficient to satisfy any
withholding tax obligations of the Company that arise in connection with this
exercise, or through such other payment method agreed to by the Company and
permitted under the terms of the Plan.


 


3.             Representations.
In connection with my exercise of the Option, I hereby represent to the Company
as follows:


 


(a)           I am acquiring the
Shares solely for investment purposes, with no present intention of
distributing or reselling any of the Shares or any interest therein. I
acknowledge that the Shares have not been registered under the Securities Act
of 1933, as amended.


 


(b)           I am aware of the
Company’s and its Subsidiaries’ business affairs and financial condition and
have acquired sufficient information about the Company and its Subsidiaries to
reach an informed and knowledgeable decision to acquire the Shares.


 


(c)           I understand that
the Shares are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, I must hold the Shares
indefinitely unless they are registered with the Securities and Exchange
Commission and qualified by state authorities, or unless an exemption from such
registration and qualification requirements is available. I acknowledge that
the Company has no obligation to register or qualify the Shares for resale. I
further acknowledge that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and
requirements relating to the Company which are outside of my control, and which
the Company is under no obligation to and may not be able to satisfy.


 


(d)           I understand that
there is no public market for the Shares, that no market may ever develop for
them, and that the Shares have not been approved or disapproved by the
Securities and Exchange Commission or any other federal, state or other
governmental agency.


 


(e)           I understand that
the Shares are subject to certain restrictions on transfer set forth in the
Plan. Both the Plan and the Agreement are incorporated herein by reference.


 

















 


(f)            I have consulted my
own tax advisors in connection with my exercise of this Option and I am not
relying upon the Company for any tax advice.


 


 


	
   

  	
   

  	
  Submitted
  by the Optionholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social
  Security No.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Received
  and Accepted by the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RAFAELLE
  APPAREL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


Note:  If Options are being exercised on behalf of a
deceased Plan Participant, then this Notice must be signed by such Participant’s
personal representative and must be accompanied by a certificate issued by an
appropriate authority evidencing that the individual signing this Notice has
been duly appointed and is currently serving as the Participant’s personal
representative under applicable local law governing decedents’ estates.


 


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