Exhibit 10.44










	





Exhibit 10.44 



THE GYMBOREE
CORPORATION



MANAGEMENT
SEVERANCE PLAN



ARTICLE I



PURPOSE,
ESTABLISHMENT AND APPLICABILITY OF PLAN



     1. Purpose.
The purpose of this Plan is to provide for the payment of severance benefits to
Participants whose employment with the Company terminates in an Involuntary Termination
other than in connection with a Change of Control. The Company believes that severance
benefits of this kind will aid the Company in attracting and retaining the highly
qualified individuals that are essential to its success.  



     2. 
Establishment of Plan. As of the Effective Date, the Company hereby establishes the Plan,
as set forth inthis document. 



     3. 
Applicability of Plan. Subject to the terms of this Plan, the benefits provided by this
Plan shall beavailable to those Employees who, on or after the Effective Date, receive a
Notice of Participation. 



     4. 
Contractual Right to Benefits. This Plan and the Notice of Participation establish and
vest in eachParticipant a contractual right to the benefits to which he or she is
entitled pursuant to the terms thereof, enforceable by the Participant against the
Company. 



ARTICLE II



DEFINITIONS
AND CONSTRUCTION



     Whenever
used in the Plan, the following terms shall have the meanings set forth below. 



     1.
 Base Compensation. “Base Compensation” shall mean the gross annual cash
compensation paid to each Participant, exclusive of bonuses, commissions and other
incentive pay, together with any increases in such compensation that may occur from time
to time. Base Compensation of a Participant shall be computed with reference to the
greatest Base Compensation received by that Participant in any full payroll period during
the twelve (12) months preceding the Participant’s termination.  



     2. 
Board. “Board” shall mean the Board of Directors of the Company. 

















	







     3.
 Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the
Participant in connection with his or her responsibilities as an Employee and intended to
result in substantial personal enrichment of the Participant, (ii) the Participant’s
conviction of a felony that is injurious to the Company, (iii) a willful act by the
Participant which constitutes gross misconduct and which is injurious to the Company, or
(iv) continued substantial violations by the Participant of the Participant’s
employment duties which are demonstrably willful and deliberate on the Participant’s
part after there has been delivered to the Participant a written demand for performance
from the Company which specifically sets forth the factual basis for the Company’s
belief that the Participant has not substantially performed his duties.  



     4. 
Change of Control. “Change of Control” shall mean the occurrence of any of the following
events: 











	 	     (i)
Any “person”(as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becomes the “beneficial owner”(as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the total voting power represented by
the Company’s then outstanding voting securities; or 






	 	     (ii)
A change in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent
Directors” shall mean directors who either (A) are directors of the Company as of the
date hereof, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time of such
election or nomination (but shall not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest relating to the election of
directors to the Company); or 






	 	     (iii)
The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after such
merger or consolidation; or (iv) the consummation of the sale or disposition by the
Company of all or substantially all of the Company’s assets. 






	


     5. 
Code. “Code” shall mean the Internal Revenue Code of 1986, as amended. 



     6. 
Company. “Company” shall mean The Gymboree Corporation, any subsidiary
corporations, any successor entities as provided in Article VII hereof, and any parent or
subsidiaries of such successor entities. 



     7. Disability.
“Disability” shall mean that the Participant has been unable to perform his or
her duties as an Employee as the result of incapacity due to physical or mental illness,
and such inability, at least 26 weeks after its commencement, is determined to be total
and permanent by a physician selected by the Company or its insurers and acceptable to
the Participant or the Participant’s legal representative (such agreement as to
acceptability not to be unreasonably withheld). Termination resulting from Disability may
only be effected after at least 30 days’written notice by the Company of its
intention to terminate the Participant’s employment. In the event that the
Participant resumes the performance of substantially all of his or her duties hereunder
before the termination of his or her employment becomes effective, the notice of intent
to terminate shall automatically be deemed to have been revoked.  





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     8. 
Effective Date. “Effective Date” shall mean the date this Plan is approved by
the Board. 



     9. 
Employee. “Employee” shall mean an employee of the Company. 



     10. 
ERISA. “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended. 



     11.  Involuntary
Termination. “Involuntary Termination” shall mean (i) without the Participant’s
express written consent, the significant reduction of the Participant’s title,
duties or responsibilities relative to the Participant’s title, duties or
responsibilities in effect immediately prior to such reduction; (ii) without the
Participant’s express written consent, a reduction by the Company in the annual base
salary or in the maximum dollar amount of potential annual cash bonuses relative to the
annual base salary and maximum dollar amount of potential annual cash bonuses as in
effect immediately prior to such reduction; (iii) without the Participant’s express
written consent, a material reduction by the Company in the kind or level of employee
benefits to which the Participant is entitled immediately prior to such reduction with
the result that the Participant’s overall benefits package is significantly reduced;
(iv) the relocation of the Participant to a facility or a location more than 25 miles
from the Participant’s then present location, without the Participant’s express
written consent; (v) any purported termination of the Participant by the Company which is
not effected for Disability or for Cause; or (vi) the failure of the Company to obtain
the assumption of this agreement by any successors contemplated in Article VI
below.  



     12.
Notice of Participation. “Notice of Participation” shall mean an individualized
written notice of participation in the Plan from an authorized officer of the Company. 



     13.
Participant. “Participant” shall mean an individual who meets the eligibility
requirements of Article III. 



     14.
Plan. “Plan“shall mean this Gymboree Corporation Management Severance Plan. 



     15.
Plan Administrator. “Plan Administrator” shall mean the Board of Directors of
the Company, or its committee or designate, as shall be administering the Plan. 



     16.
Severance Payment. “Severance Payment” shall mean the payment of severance
compensation as provided in Article IV hereof. 



     17.
Severance Payment Percentage. “Severance Payment Percentage” shall mean, for
each Participant, the Severance Payment Percentage set forth in such Participant’s
Notice of Participation. 





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ARTICLE III



ELIGIBILITY



     1.
 Waiver. As a condition of receiving benefits under the Plan, an Employee must sign
a general waiver and release on a form provided by the Company.  



     2. Participation
in Plan. Each Employee who is designated by the Board and who signs and timely returns to
the Company a Notice of Participation shall be a Participant in the Plan. A Participant
shall cease to be a Participant in the Plan (i) upon ceasing to be an Employee, or (ii)
upon receiving written notice from the Plan Administrator that the Participant is no
longer eligible to participate in the Plan, unless in either case such Participant is
entitled to benefits hereunder. A Participant entitled to benefits hereunder shall remain
a Participant in the Plan until the full amount of the benefits have been delivered to
the Participant.  



ARTICLE IV



SEVERANCE
BENEFITS



     1.
 Severance Pay Upon an Involuntary Termination. If the Participant’s employment
with the Company terminates as a result of Involuntary Termination, the Participant shall
be entitled to receive a Severance Payment equal to the sum of (i) the product obtained
by multiplying the Participant’s Severance Payment Percentage times the Participant’s
Base Compensation. Any such Severance Payment shall be paid in cash by the Company to the
Participant in equal monthly installments (less applicable withholding) over a twelve
month period. Payments shall cease upon the Employee’s acceptance of an offer of any
other employment. Should base salary at new place of employment be less than final base
salary at time of termination from Company, Company will provide Participant with the
difference on any remaining monthly installments in one lump sum. It is the Employee’s
responsibility to notify Employer immediately upon accepting an offer of any other
employment. Such Severance Payment shall be in lieu of any other severance or
severance-type benefits to which the Participant may be entitled under any other
Company-sponsored plan, practice or arrangement.  











	 	
EXAMPLE:
Participant is Involuntarily Terminated as of July 1, 1998. Participant’s Base
Compensation is $150,000. The Severance Payment Percentage set forth in the Participant’s
Notice of Participation is 50%. The Participant is entitled to a Severance Payment equal
to 50% x $150,000 = $75,000, payable in twelve equal monthly installments or until an
offer of employment is accepted. 






	


2.  Voluntary
Resignation; Termination For Cause. If the Participant’s employment
terminates by reason of the Participant’s voluntary resignation (and is not
an Involuntary Termination), or if the Company terminates the Participant for
Cause, then the Participant shall not be entitled to receive severance or other
benefits under this Plan and shall be entitled only to those benefits (if any)
as may be available under the Company’s then existing benefit plans and
policies at the time of such termination. 





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     3.
 Disability; Death. If the Participant’s employment terminates by reason of the
Participant’s death, or in the event the Company terminates the Participant’s
employment for Disability, then the Participant shall not be entitled to receive
severance or other benefits under this Plan and shall be entitled only to those benefits
(if any) as may be available under the Company’s then existing benefit plans and
policies at the time of such death or Disability.  



     4.
 Termination Following a Change of Control. Notwithstanding anything to the contrary
herein, in the event that a Participant’s employment terminates for any reason
within the eighteen (18)-month period following a Change of Control, then the Participant
shall not be entitled to receive severance or other benefits under this Plan and shall be
entitled only to those benefits (if any) as may be available under the Company’s
then existing benefit plans and policies at the time of such termination.  



ARTICLE V



EMPLOYMENT
STATUS; WITHHOLDING



     1.
 Employment Status. This Plan does not constitute a contract of employment or impose
on the Participant or the Company any obligation to retain the Participant as an
Employee, to change the status of the Participant’s employment, or to change the
Company’s policies regarding termination of employment. The Participant’s
employment is and shall continue to be at-will, as defined under applicable law. If the
Participant’s employment with the Company or a successor entity terminates for any
reason, the Participant shall not be entitled to any payments, benefits, damages, awards
or compensation other than as provided by this Plan, or as may otherwise be available in
accordance with the Company’s established employee plans and practices or other
agreements with the Company at the time of termination.  



     2. 
Taxation of Plan Payments. All amounts paid pursuant to this Plan shall be subject to
regular payroll and withholding taxes. 



ARTICLE VI



SUCCESSORS
TO COMPANY AND PARTICIPANTS



     1.
 Company’s Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all
or substantially all of the Company’s business and/or assets shall assume the
obligations under this Plan and agree expressly to perform the obligations under this
Plan by executing a written agreement. For all purposes under this Plan, the term “Company” shall
include any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this subsection or which becomes bound by
the terms of this Plan by operation of law.  



     2. 
Participant’s Successors. All rights of the Participant hereunder shall inure to the
benefit of, and be enforceable by, the Participant’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. 




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ARTICLE VII



DURATION,
AMENDMENT AND TERMINATION



     1.
 Duration. This Plan shall terminate on the fifth anniversary of the Effective Date,
unless, (a) this Plan is extended by the Board, or (b) the Board terminates the Plan in
accordance with this Article. A termination of this Plan pursuant to the preceding
sentences shall be effective for all purposes, except that such termination shall not
affect the payment or provision of compensation or benefits earned by a Participant prior
to the termination of this Plan.  



     2. 
Amendment and Termination. The Board shall have the discretionary authority to amend the
Plan in any respect, including as to the removal or addition of Participants, or to
terminate the Plan, in either case by resolution adopted by a majority of the Board. 



ARTICLE VIII



CLAIMS
PROCESS



     1. Right
to Appeal. A Participant or former Participant who disagrees with his or her allotment of
benefits under this Plan may file a written appeal with the designated Human Resources
representative. Any claim relating to this Plan shall be subject to this appeal process.
The written appeal must be filed within sixty (60) days of the Participant’s
termination date.  



     2. Form
of Appeal. The appeal must state the reasons the Participant or former Participant
believes he or she is entitled to different benefits under the Plan. The designated Human
Resources representative shall review the claim. If the claim is wholly or partially
denied, the designated Human Resources representative shall provide the Participant or
former Participant a written notice of the denial, specifying the reasons the claim was
denied. Such notice shall be provided within ninety (90) days of receiving the written
appeal.  



     3. Right
to Review. If the claim is denied, in whole or in part, the Participant may request a
review of the denial at any time within ninety (90) days following the date the
Participant received written notice of the denial of his or her claim. For purposes of
this subsection, any action required or authorized to be taken by the Participant may be
taken by a representative authorized in writing by the Participant to represent him or
her. The designated Human Resources representative shall afford the Participant a full
and fair review of the decision denying the claim and, if so requested, shall:  










	 	     (a)
permit the Participant to review any documents that are pertinent to the claim; and






	 	     (b)
permit the Participant to submit to the designated Human Resources representative issues
and comments in writing. 






	


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     4.
 Decision on Review. The decision on review by the designated Human Resources
representative shall be in writing and shall be issued within 60 days following receipt
of the request for review. The decision on review shall include specific reasons for the
decision and specific references to the pertinent Plan provisions on which the decision
of the designated Human Resources representative is based.  



ARTICLE IX



NOTICE



     1. General.
Notices and all other communications contemplated by this Plan shall be in writing and
shall be deemed to have been duly given when personally delivered or when mailed by U.S.
registered or certified mail, return receipt requested and postage prepaid. In the case
of the Participant, mailed notices shall be addressed to him or her at the home address
which he or she most recently communicated to the Company in writing. In the case of the
Company, mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its General Counsel.  



     2.
 Notice by the Participant of Involuntary Termination by the Company. In the event
that the Participant determines that an Involuntary Termination has occurred, the
Participant shall give written notice to the Company that such Involuntary Termination
has occurred. Such notice shall be delivered by the Participant to the Company within
ninety (90) days following the date on which such Involuntary Termination occurred, shall
indicate the specific provision or provisions in this Plan upon which the Participant
relied to make such determination and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for such determination. The failure by the
Participant to include in the notice any fact or circumstance which contributes to a
showing of Involuntary Termination shall not waive any right of the Participant hereunder
or preclude the Participant from asserting such fact or circumstance in enforcing his or
her rights hereunder.  



ARTICLE X



MISCELLANEOUS
PROVISIONS



     1. 
Severability. The invalidity or unenforceability of any provision or provisions of this
Plan shall not affect the validity or enforceability of any other provision hereof, which
shall remain in full force and effect. 



     2.  No
Assignment of Benefits. The rights of any person to payments or benefits under this Plan
shall not be made subject to option or assignment, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor’s process, and any action in violation of
this subsection shall be void. 



     3. Assignment
by Company. The Company may assign its rights under this Plan to an affiliate, and an
affiliate may assign its rights under this Plan to another affiliate of the Company or to
the Company; provided, however, that no assignment shall be made if the net worth of the
assignee is less than the net worth of the Company at the time of assignment; provided,
further, that the Company shall guarantee all benefits payable hereunder. In the case of
any such assignment, the term “Company” when used in this Plan shall mean the
corporation that actually employs the Participant.  





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ARTICLE XI



ERISA
REQUIRED INFORMATION










	     1. 	 
Plan Sponsor. The Plan sponsor and administrator is:






	 	The
Gymboree Corporation 
700 Airport Boulevard
 Suite 200 
Burlingame, California 94010






	     2. 	
Designated Agent. Designated agent for service of process:






	 	General
Counsel
 The Gymboree Corporation
 700 Airport Boulevard
 Suite 200 
Burlingame, California
94010






	     3.	
Plan Records. Plan records are kept on a fiscal year basis.






	     4.	
Plan Funding. The Plan is funded from the Company’s general assets.






	

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THE GYMBOREE
CORPORATION MANAGEMENT SEVERANCE PLAN



NOTICE OF
PARTICIPATION



To:
[Participant’s Name]



Date:



     The
Board has designated you as a Participant in the Plan, a copy of which is
attached hereto. The terms and conditions of your participation in the Plan are
as set forth in the Plan and herein. The terms defined in the Plan shall have
the same defined meanings in this Notice of Participation. As a condition to
receiving benefits under the Plan you agree to sign a general waiver and release
in the form provided by the Company. 



     In
the event that you are entitled to a Severance Payment under the Plan, you will
receive 50% [100%] of your Base Compensation payable in twelve (12) equal
monthly installments, less applicable tax withholding. Notwithstanding the
above, any Severance Payments shall cease in the event you accept any other
offer of employment unless base salary at new place of employment is less than
final base salary at time of termination from Company in which case Company will
provide Participant with the difference on remaining monthly installments in one
lump sum. 



     If
you agree to participate in the Plan on these terms and conditions, please
acknowledge your acceptance by signing below. Please return the signed copy of
this Notice of Participation within ten (10) days of the date set forth above
to: 










	 	General
Counsel
 The Gymboree Corporation 
700 Airport Boulevard 
Suite 200 
Burlingame, California
94010






	


Your failure to timely
remit this signed Notice of Participation will result in your removal from the
Plan. Please retain a copy of this Notice of Participation, along with the Plan,
for your records. 









			
	Date:
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