exhibit10g1.htm


    


       

       

      EXHIBIT
10-G-1

       

      EMPLOYMENT
AGREEMENT

       

      THE
EMPLOYMENT AGREEMENT entered into as of the 19th day of November, 2008,
by and between HARTMARX
CORPORATION, a Delaware corporation ("Company"),
and
JAMES T. CONNERS ("Executive").

       

      WITNESSETH
THAT:

       

      WHEREAS,
the Executive is a party to a Severance Letter Agreement with the Company dated
November 19, 2008 (the "Severance
Letter");

       

      WHEREAS,
the parties hereto desire to enter into this Agreement pertaining to the terms
of Executive's employment by the Company or by any affiliate or subsidiary of
the Company; and

       

      WHEREAS,
upon the execution of this Agreement by the Company and Executive the terms and
conditions of this Agreement shall control and govern the employment
relationship between the Company and Executive.

       

      NOW,
THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the parties hereto as
follows:

       

      1.           Agreement
Period; At-Will Employment.  The Company and Executive
acknowledge and understand that Executive's employment with Company is on an
"at-will" basis and nothing in this Agreement is intended to give Executive the
right to be retained in the employ of Hartmarx or any of its subsidiaries or to
interfere with the Company's right to discharge Executive at any time for any
reason. This Agreement is not a guarantee of employment and is not an agreement
by Company to employ Executive or to continue to employ Executive for any
specific term or period.  The Company and Executive acknowledge and
agree that this Agreement sets forth the terms and conditions of Executive's
employment and compensation to be paid to Executive commencing on the date
hereof and continuing through November 30, 2010 (the "Agreement
Period"), provided that Executive's employment is not otherwise
terminated before the expiration of the Agreement Period; provided further,
however, that if the Executive's employment is terminated for any reason
following a Change in Control (as defined in the Severance Letter), the
Agreement Period shall terminate upon such termination of employment and the
Executive's rights with respect to such termination of employment (including the
reasons therefor) shall be governed by the provisions of the Severance
Letter.

       

      2.           Performance
of Duties.  While employed by the Company, Executive shall
devote substantially all his full working time, attention and energies during
normal business hours to the performance of his duties for the Company and its
subsidiaries and shall perform his duties faithfully and efficiently, subject to
the direction of the Company Board of Directors and the Chief Executive
Officer.

       

      3.           Compensation.  As
compensation for the performance by Executive of his obligations
hereunder:

       

      (a)           Base
Salary.  During the Agreement Period the Company shall pay
Executive an annual base salary of not less than $185,000 ("Base
Salary").  Base Salary shall be paid in accordance with the
Company's customary payroll practices.  Base Salary may be increased
at the discretion of the Compensation and Stock Option Committee of the Company
Board of Directors (the "Committee")
and once so increased shall not thereafter be decreased, except for
across-the-board reductions similarly affecting all executives of the
Company.

       

      (b)           Management
Incentive Plan.  Executive shall participate in the Company
Management Incentive Plan (the "MIP")
and/or any successor plan.

       

      (c)           Participation
in Benefit Plans.  During the Agreement Period the Executive
shall be eligible to participate in all savings and welfare benefit plans and
programs now or hereafter applicable to any other senior executives of the
Company on a basis no less favorable than is made available to any other senior
executive of the Company.


      
        
           


        

        
           


          
            
 

        

        
           


        

      


       

      (d)           Perquisites.  During
the Agreement Period, the Company shall make available to the Executive all
perquisites that are made available to Company's senior executives.

       

      4.           
Termination.  The
Executive's employment hereunder may be terminated under the following
circumstances:

       

      (a)           Death.  The
Executive's employment hereunder shall terminate upon his death.

       

      (b)           Disability.  The
Company may terminate the Executive's employment hereunder for "Disability".  Disability
means a mental or physical condition which renders Executive unable or
incompetent to carry out the material job responsibilities which such Executive
held or the material duties to which Executive was assigned at the time the
disability was incurred, which has existed for at least six (6) months and which
in the certified opinion of a physician mutually agreed upon by the Company and
Executive (which agreement neither party shall unreasonably withhold) is
expected to be permanent or to last for an indefinite duration or a duration in
excess of six (6) months.

       

      (c)           Resignation.  The
Executive's employment hereunder shall terminate upon the Executive's
resignation or voluntary quit.

       

      (d)           Other.  The
Company may terminate the Executive's employment hereunder for any of the
following reasons:

       

      
        
          	
                   
      

                	
                  (i)

                	
                  Executive's
      conviction for the commission of a felony; or

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (ii)

                	
                  Executive's
      willful failure to substantially perform his duties hereunder;
      or

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (iii)

                	
                  Executive's
      willful or grossly negligent wrongful conduct that is demonstrably and
      materially injurious to the Company or its affiliates;
  or

                
	 	 	 


        

      

      
        	
                 
      

              	
                (iv)

              	
                Executive's
      willful and material breach of this Agreement, including but not limited
      to Section 8 hereof.

              


      

       

      (e)           At-Will
Employment.  The Company retains the right to discharge
Executive at any time for any reason.

       

      5.           Termination
Procedure.

       

      (a)           Notice
of Termination.  Any termination of the Executive's employment
by the Company or by the Executive (other than termination pursuant to Section
4(a) hereof) shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 12.  For purposes of this
Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
provision in this Agreement relied upon and shall identify in reasonable detail
the reason for termination of the Executive's employment under the provision so
indicated and the reasons set forth in such Notice of Termination shall be
conclusive and binding on the parties hereto.

       

      (b)           Date
of Termination.  "Date
of Termination" shall mean (i) if the Executive's employment is
terminated by his death, the date of his death, (ii) if the Executive's
employment is terminated pursuant to Section 4(b) above, the date thirty (30)
days after Notice of Termination (provided that the Executive shall not have
returned to the performance of his duties on a permanent full-time basis during
such thirty (30) day period), (iii) if the Executive's employment is terminated
pursuant to Section 4(c) above, the date the date specified in the Notice of
Termination which shall be not more than thirty (30) days from the date of such
Notice and (iv) if the Executive's employment is terminated pursuant to Section
4(d) or 4(e) above, the date set forth in the Notice of
Termination.

       

      6.           Compensation
Upon Termination.

       

      (a)           Termination
due to Death or Disability.  If the Executive's employment is
terminated by his death or Disability, the Company shall have no further
obligations to provide Executive with the severance benefits described under
Sections 6(b)(i) through (v) of this Agreement but shall continue to provide the
other payments and benefits provided under this Agreement.


      
        
           


        

        
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      (b)           Termination
By Company.  Upon termination of Executive's employment
hereunder during the Agreement Period by the Company for any reason other than
any of the reasons set forth in Section 4(d), then, in lieu of any further
salary or bonus for periods subsequent to the Date of Termination and in lieu of
any severance benefit otherwise payable to the Executive, and expressly subject
to Executive's compliance with the provisions of Sections 8 and 9,
below:

       

      (i)           The
Company shall continue to pay to Executive Base Salary as of the Date of
Termination (without giving effect to any decrease therein which constitutes the
basis, or one of the bases, upon which the Notice of Termination is based), for
a period which is the longer of (A) the period commencing on the Date of
Termination and continuing through November 30, 2010 (the "Severance
Period") or (B) the severance period provided under the Company's
severance pay policy then in effect, payable semi-monthly or more frequently, in
arrears, commencing on the Date of Termination; provided, however, that if a
Change in Control occurs during the Severance Period, the Company shall pay the
Executive by no later than five (5) days following the Change in Control a lump
sum in cash equal to the sum of the remaining payments that would have been
payable to the Executive hereunder had no Change in Control occurred, and
payments hereunder shall terminate.

       

      (ii)           The
Company shall pay the Executive a lump sum in cash, within ten (10) days of the
Date of Termination, equal to the sum of any unpaid incentive compensation
allocated or awarded to Executive under the MIP with respect to any fiscal year
ending prior to the year in which the Date of Termination occurs.

       

      (iii)           During
the Severance Period the Company shall arrange to provide the Executive with
life, disability, accident and health insurance benefits ("Welfare
Benefits") substantially similar in all material respects to those which
the Executive is receiving immediately prior to the Date of Termination (without
giving effect to any decrease therein which constitutes the basis, or one of the
bases, upon which the Notice of Termination is based), of if such benefits are
not available or the provision of such benefits would not be allowed under the
terms of such plans, the Company shall pay Executive the after-tax economic
equivalent thereof.  If the Executive receives, or becomes eligible to
receive, Welfare Benefits from another source, then the Welfare Benefits
otherwise receivable by the Executive pursuant to this Section 6(b)(iii) shall
be reduced to the extent of such other Welfare Benefits received by, or made
available to, the Executive during the Severance Period (and any such Welfare
Benefits received by or made available to the Executive shall be reported to the
Company by the Executive).

       

      (iv)           Effective
as of the Date of Termination, all stock options granted to Executive under any
of the Company's stock option plans prior to the Date of Termination which are
exercisable as of the Date of Termination shall continue to be exercisable and
Executive shall be entitled to exercise any or all of such options within the
times and in accordance with the terms of such options as set forth in the grant
document evidencing same, but not beyond the expiration date of such
option.  Any stock options granted to Executive which are not
exercisable as of the Date of Termination but which become exercisable during
the Severance Period shall thereafter be exercisable by Executive and Executive
shall be entitled to exercise any or all of such options within the times and in
accordance with the terms of such options as set forth in the grant document
evidencing same, but not beyond the expiration date of such option.

       

      (v)           Effective
as of the Date of Termination, Executive shall continue to hold all restricted
stock granted to Executive prior to the Date of Termination and if any of such
restricted stock vests during the Severance Period, Executive shall be entitled
to such shares and all restrictions thereon shall lapse.  All shares
of restricted stock granted to Executive prior to the Date of Termination which
have not vested as of the end of the Severance Period shall be forfeit and
cancelled effective as of end of the Severance Period.

       

      (c)           Termination
by the Company for Cause or Voluntarily By Executive.  If the
Executive's employment shall be terminated by the Company for any of the reasons
set forth in Section 4(d), or voluntarily by the Executive, the Company shall
have no obligations to provide Executive with the severance benefits described
under Sections 6(b)(i) through (v) of this Agreement but shall continue to
provide the other payments and benefits provided under this
Agreement.


      
        
           


        

        
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      (d)           Additional
Payments.  Following any termination of Executive's employment,
the Company shall pay the Executive all unpaid amounts, if any, to which the
Executive is entitled as of the Date of Termination under any compensation plan
or program of the Company including but not limited to the Company's deferred
compensation, benefit or other compensation plans or programs, at the time such
payments are due.  In addition, within ten (10) days of the Date of
Termination, the Company shall pay the Executive, or his legal representative or
estate, as applicable, any amounts accrued but not paid pursuant to Sections
3(a), 3(b), 3(c), 3(d) and 3(e) in respect of periods ending prior to the Date
of Termination.

       

      7.           Internal
Revenue Code Section 409A.

       

      (a)           Notwithstanding
anything to the contrary set forth in Sections 6(b)(i) through (v) or elsewhere
in this Agreement, Executive's entitlement to a series of installments payments
shall be treated and shall be deemed to be an entitlement to a series of
separate payments within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code")
and the regulations thereunder.

       

      (b)           Any
severance benefits paid within the later of (i) 2-1/2 months of the end of the
Company's taxable year containing the Executive's severance from employment, or
(ii) 2-1/2 months of the end of the Executive's taxable year containing the
severance from employment shall be exempt from Section 409A and shall be paid in
accordance with Section 6(b).  Severance benefits subject to this
Section 7(b) shall be treated and shall be deemed to be an entitlement to a
separate payment within the meaning of Section 409A of the Code and the
regulations thereunder.

       

      (c)           To
the extent severance benefits are not exempt from Section 409A under Section
7(b) above, any benefits paid in the first 6 months following the Executive's
severance from employment that are equal to or less than the lesser of the
amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and
(2) shall be exempt from Section 409A and shall be paid in accordance with
Section 6(b).  Severance benefits subject to this Section 7(c) shall
be treated and shall be deemed to be an entitlement to a separate payment within
the meaning of Section 409A of the Code and the regulations
thereunder.

       

      (d)           To
the extent severance benefits are not exempt from Section 409A under Section
7(b) or 7(c) above, any benefits paid equal to or less than the applicable
dollar amount under Section 402(g)(1)(B) of the Code for the year of severance
from employment shall be exempt from Section 409A in accordance with Treasury
Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with
Section 6(b).  Severance benefits subject to this Section 7(d) shall
be treated and shall be deemed to be an entitlement to a separate payment within
the meaning of Section 409A of the Code and the regulations
thereunder.

       

      (e)           To
the extent severance benefits are not exempt from Section 409A pursuant to
Section 7(b), 7(c) or 7(d) above, and to the extent the Executive is a
"specified employee" (as defined below), payments due to the Executive under
Section 6 shall begin no sooner than six months after the Executive's severance
from employment (other than for Death); provided, however, that any payments not
made during the six (6) month period described in this Section 7(e) due to the
6-month delay period required under Treasury Regulation Section 1.409A-3(i)(2)
shall be made in a single lump sum as soon as administratively practicable after
the expiration of such six (6) month period, with interest thereon computed at
the rate set forth in Section 17 hereof, and the balance of all other payments
required under this Agreement shall be made as otherwise scheduled in this
Agreement.

       

      (f)           For
purposes of this Section 7, any reference to severance of employment or
termination of employment shall mean a "separation from service" as defined in
Treasury Reg. Section 1.409A-1(h).  For purposes of this Agreement,
the term "specified employee" shall have the meaning set forth in Treasury Reg.
Section 1.409A-1(i).  The determination of whether the Executive is a
"specified employee" shall be made by the Employer in good faith applying the
applicable Treasury regulations.

       

      (g)           Notwithstanding
anything to the contrary set forth in this Agreement, and in addition to any tax
gross-up payments to which Executive may be entitled under any other agreement
between Executive and Company, if any of the amounts payable to Executive
hereunder are or become subject to excise or other tax liability (including
interest and penalties) that may be assessed by the IRS pursuant to Section 409A
or any other section of the Code and imposed upon Executive, the Company shall
reimburse and gross-up Executive in an amount sufficient so that such payments
and benefits received by Executive hereunder will be so received without
reduction for any such taxes, interest or penalties.  Such gross-up
payment shall be made promptly after the assessment of such excise or other tax
liability (including interest and penalties);


      
        
           


        

        
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      however,
in any event, such gross-up payment shall be made no later than the end of
Executive's taxable year next following his taxable year in which the related
taxes, interest or penalties are remitted.

       

      8.           Confidentiality;
Nondisparagement.  Executive acknowledges and agrees that the
Company's obligations to provide the benefits and payments hereunder during the
Severance Period are expressly conditioned upon and subject to Executive's
compliance with the conditions set forth in this Section 8. The Executive shall
hold in a fiduciary capacity for the benefit of the Company all trade secrets,
confidential information, and knowledge or data relating to the Company and its
affiliates which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not have been or now or
hereafter have become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  The
Executive shall not, without the prior written consent of the Company, or as may
otherwise be required by law or legal process, communicate or divulge any such
trade secrets, information, knowledge or data to anyone other than the Company
and those designated by the Company.  In addition, the Executive and
the Company or its affiliates shall not disparage, discredit or otherwise
publicly criticize the other or engage in any act, directly or indirectly, for
purposes of disparaging, ridiculing or bringing scorn upon the Executive or the
Company, any affiliate thereof, or any of their respective officers, directors,
businesses, tradenames or trademarks.  In the event of a breach or
threatened breach of this Section 8, each party shall be entitled to injunctive
relief in a court of appropriate jurisdiction to remedy any such breach or
threatened breach, the parties acknowledging that damages would be inadequate
and insufficient.  Any termination of the Executive's employment,
Agreement Period or of this Agreement shall have no effect on the continuing
operation of this Section 8.

       

      9.           Non-Competition;
Non-Solicitation.  In consideration of the mutual covenants
contained in this Agreement and the payment by the Company of the benefits set
forth herein during and for the Severance Period, Executive agrees to the
provisions contained in this Section 9 and Executive acknowledges and agrees
that the Company's obligations to provide the benefits and payments hereunder
during the Severance Period are expressly conditioned upon and subject to
Executive's compliance with the conditions set forth in this Section
9.

       

      (a)           Executive
acknowledges that the Business (as defined below) is intensely competitive and
Executive agrees that during the Severance Period (i) he shall not seek or
accept employment or directly, indirectly, or in any other manner, offer any of
Executive's services to any company or other enterprise engaged in the Business;
provided
that,
the foregoing shall not, however, prohibit the ownership by Executive, solely as
a passive investment, of five percent (5%) or less of any class of securities
(registered under the Securities Exchange Act of 1934) of a business that
competes directly with the Business, and (ii) he will not, directly or
indirectly, recruit or otherwise solicit or induce any person who is an employee
of, or otherwise engaged in any capacity by the Company (or any affiliate) or
the Business or any successor to the Company or the Business (including, but not
limited to, any vendor, supplier or agent ) to terminate his or her employment
or other relationship with the Company (or such affiliate) or the Business, and
(iii) he will not offer employment to or employ a person who is at that time an
employee (other than secretarial or clerical employees) of the Company (or any
affiliate) or the Business or who was such an employee within one year of the
time of such offer or employment.  The Company and Executive agree
that the Executive's covenants in this Section 9 shall survive the expiration or
termination of this Agreement.

       

      (b)           For
purposes of this Section 9, "Business" shall mean and include: (i) manufacturing
(anywhere in the world), marketing, merchandising, designing and distribution
(at wholesale, retail, through catalogue sales, direct-to-consumer or via
Internet sales) of apparel products for men, women, children, boys and girls,
including related products and accessories; (ii) all cosmetic and fragrance
products, beauty and skin products, toiletries, shoes and footwear, hosiery,
socks, jewelry, watches, eyewear, leather goods (including luggage); and (iii)
any items which are licensed by the Company to others under any names or
trademarks owned by or licensed to the Company or any derivatives
thereof.  "Company" shall include the Company and its parents,
subsidiaries and affiliates.

       

      10.           Severance
Letter.  Executive and Company are parties to the Severance
Letter which sets forth the rights and obligations of the parties in the event
that Executive's employment is terminated following a
Change-in-Control.  Notwithstanding anything to the contrary set forth
in the Severance Letter, in the event that Executive's employment is terminated
for any reason at any time prior to a Change in Control, the Severance Letter
shall thereupon terminate and the provisions of this Agreement shall
control.  In the event that a Change in Control occurs while Executive
is employed during the Agreement Period, the Executive's rights with respect to
such termination of employment (including the reasons therefor) shall
be


      
        
           


        

        
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      governed
by the provisions of the Severance Letter and no benefits or amounts shall be
payable to Executive pursuant to the terms of this Agreement.

       

      11.           Amendment.  This
Agreement may be amended in writing by mutual agreement of the parties without
the consent of any other person and, during the life of Executive, no person,
other than the parties hereto, shall have any rights under or interest in this
Agreement or the subject matter hereof.

       

      12.           Notice.  Any
notice required or permitted to be given under this Agreement shall be
sufficient if in writing and, if (i) sent by registered mail or certified mail,
or (ii) personally delivered, or (iii) sent via nationally recognized courier
service, to the Company at its principal executive offices, to the attention of
its Chief Executive Officer, or to Executive at the last address filed by him in
writing with the Committee, as the case may be.

       

      13.           Nonalienation.  The
interests of Executive under this Agreement are not subject to the claims of his
creditors, other than the Company and its subsidiaries, and may not otherwise be
voluntarily or involuntarily assigned, alienated or encumbered.

       

      14.           Successors.  This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company's assets and business.

       

      15.           Severability.  If,
for any reason, any provision of this Agreement is held invalid, such invalidity
shall not affect any other provision of this Agreement not held so invalid, and
each such other provision shall to the full extent consistent with law continue
in full force and effect.  If any provision of this Agreement shall be
held invalid in part, such invalidity shall in no way affect the rest of such
provision not held so invalid, and the rest of such provision, together with all
other provisions of this Agreement, shall to the full extent consistent with law
continue in full force and effect.

       

      16.           Applicable
Law.  The provisions of this Agreement shall be construed in
accordance with the internal laws of the State of Illinois without regard to
common law conflicts of laws principles.

       

      17.           Interest
on Late Payments.  If the Company fails to pay any amount
provided under this Agreement when due, the Company shall pay interest,
compounded monthly, on such amount at a rate equal to the lesser of (a) (i)
the highest rate of interest charged by the Company's principal lender on its
revolving credit agreements as in effect from time to time during the period of
such nonpayment plus 200 basis points, or (ii) in the absence of such a
lender, 300 basis points over the prime commercial lending rate announced by
The
Wall Street Journal in effect from time to time during the period of such
nonpayment, or (b) the highest legally-permissible interest rate allowed to
be charged under applicable law.

       

      18.           Beneficiaries.  If
Executive should die while any amount is payable to him hereunder, such amount
shall be paid to Executive's devisee, legatee or other designee or, if there is
no such designee, to Executive's estate.

       

      19.           WAIVER
OF JURY TRIAL.  THE COMPANY AND EXECUTIVE WAIVE THEIR RIGHTS TO
REQUEST A JURY TRIAL IN ANY LAWSUIT RELATING TO THIS AGREEMENT.

       

      20.           Mitigation.  Executive
shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking (and, except as provided in Section
6(b)(iii), no payment otherwise required hereunder shall be reduced on account
of) other employment.

       

      21.           Counterpart.  The
Agreement may be executed in two or more counterparts, any one of which shall be
deemed the original without reference to the others.

       

      
 

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      IN
WITNESS WHEREOF, Executive has hereunto set his hand, and the Company has
caused these presents to be executed in its name and on its behalf, and its
corporate seal to be hereunto affixed and attested by its Secretary, all as of
the day and year first above written.

       

      
        	 
      	
                /s/
      JAMES T. CONNERS

              
	 
      	
                James
      T. Conners

              


      

       

      
        
          
            	
                    Attest:

                  	
                    HARTMARX
      CORPORATION

                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      /s/
      TARAS R. PROCZKO

                  	 
      	
                    By:

                  	
                    /s/
      HOMI B. PATEL

                  
	 
      	
                    Taras
      R. Proczko

                    Secretary

                  	 
      	
                      
      Homi B. Patel, Chairman and

                         
      Chief Executive Officer