Exhibit 10.27


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT made this 8 day of July, 2009 (this “Agreement”) by
and between B. Allen Weinstein (the “Executive”) and Body Central
Acquisition Corp. (“BCAC”), Body Shop of America, Inc. (“Body
Shop”) and Catalogue Ventures, Inc. (“Catalogue” and together
with BCAC, Body Shop and Catalogue, the “Companies”).


 


W I T N E S S E T H:


 


WHEREAS, Executive and the Companies desire to enter into
this Agreement setting forth the terms and conditions of the Executive’s
employment with the Companies.


 


NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein and for other good and valuable consideration the
receipt and sufficiency is hereby acknowledged, the parties agree as follows:


 


1.                                       Employment. BCAC and Body
Shop hereby employ the Executive as its President and Chief Executive Officer,
Catalogue hereby employs the Executive as its Chief Executive Officer and the
Executive hereby accepts such employment with the Companies upon the terms and
subject to the conditions set forth herein.


 


2.                                       Term. Subject to
earlier termination of employment in accordance with the provisions of Section 10
hereof, the term of this Agreement (the “Term”) shall commence as of August 3,
2009 (the “Effective Date”) and shall extend thereafter until the fourth
anniversary of the Effective Date.


 


3.                                       Position,
Duties and Reporting Relationship. During the Term, the
Executive shall have such duties and responsibilities that are reasonably
commensurate with his title, and such other duties and responsibilities as may
be assigned to him from time to time by the Companies. During the Term, the
Executive shall use the Executive’s skills and render services to the best of
the Executive’s abilities in performing his duties and responsibilities and
shall not engage in any other business activities except with the prior written
approval of the Board, or its duly authorized designee; provided that
nothing herein shall preclude the Executive from (i) serving on the boards
of directors of a reasonable number of other corporations, trade associations
or charitable organizations, subject to the prior written approval of the
Board, which shall not be unreasonably withheld, (ii) engaging in
charitable activities and community affairs or (iii) managing his personal
investments and affairs; provided, that such other activities do not,
individually or in the aggregate, interfere with the performance of the
Executive’s duties to the Companies.


 


4.                                       Place of
Performance. The Executive shall perform his duties and
responsibilities and conduct business at the principal executive offices of the
Companies in Jacksonville, Florida, except for required travel relating to the
Companies’ business.


 

















 


5.                                       Compensation.


 


(a)                                  Base Salary. During the
Term, the Companies shall pay the Executive a base salary (“Base Salary”)
at the rate of $350,000 a year. Such Base Salary shall be subject to increase
from time to time by the Board in accordance with this Section 5 and shall
be payable in accordance with the Companies’ standard payroll policies in
effect from time to time, and prorated for any partial year of employment.


 


(b)                                 Bonus. During the
Term, the Executive shall be entitled to earn an annual bonus (the “Bonus”),
as determined by the Board based on the Executive’s successful performance of
his duties under this Employment Agreement. The Bonus, if any, shall be payable
at the same time bonuses are payable to the Companies’ senior executives
generally in accordance with the Companies’ policies with respect thereto in
effect from time to time. Except as provided in Subsections 11(b) and
11(c), to be eligible to receive such Bonus, the Executive must be employed by
the Companies on the date that such Bonus is paid by the Companies.


 


(c)                                  Stock Options. BCAC shall
grant to the Executive the option to purchase 15,400 shares of BCAC’s common
stock, at an exercise price of $100 per share, pursuant to the terms and
conditions of BCAC’s 2006 Equity Incentive Plan, as amended, and an Incentive
Stock Option Agreement to be entered into between Executive and BCAC.


 


6.                                       Vacation,
Holidays and Sick Leave. During the Term, the Executive shall be
entitled to four (4) weeks paid vacation and such paid holidays and
personal or sick leave per calendar year in accordance with the Companies’
policies and procedures in effect from time to time for executive personnel.
Such vacation may be taken at the Executive’s discretion at such time or times
as are not inconsistent with the reasonable business needs of the Companies and
do not interfere with the performance of the Executive’s duties to the
Companies.


 


7.                                       Business
Expenses. During the Term, the Companies shall reimburse the
Executive for all reasonable travel, entertainment and other business expenses
incurred by the Executive in connection with the performance of his duties and
responsibilities under this Employment Agreement upon timely submission by the
Executive of receipts and other documentation in accordance with the Companies’
standard reimbursement policies and procedures in effect from time to time.


 


8.                                       Benefits.


 


(a)                                  During the
Term, the Executive shall be entitled to participate in the standard employee
health and retirement benefit plans and programs made available to the
Companies’ employees generally, as such plans and programs may be in effect
from time to time (the “Company Plans”). Such participation shall be in
accordance with the terms and conditions of such plans and programs and the
Companies’ standard policies and procedures with respect thereto. During the
Term, the Companies shall pay the entire premiums for medical insurance under
the Company Plans for the Executive and his immediate family.


 


(b)                                 In addition,
during the Term, the Executive shall be entitled to reimbursement for expenses
not covered by the Company Plans or otherwise for “medical care” (as such term
is defined in Section 213 of the Internal Revenue Code of 1986, as
amended) for 


 


2

















 


him and his immediate family; provided, however, that such reimbursement
shall not exceed in the aggregate $10,000 per year.


 


(c)                                  During the
Term, the Companies will pay the premiums on a $50,000 term life insurance
policy on the Executive, payable to a beneficiary designated by the Executive.


 


(d)                                 The Companies
shall reimburse the Executive for the reasonable and customary expenses
incurred by the Executive as reasonable travel and temporary living expenses up
to $20,000 in the aggregate during the Term.


 


9.                                       Executive
Perquisites. During the term of this Agreement, the Companies
shall (i) pay the Executive an automobile allowance of $1,000 per month
and (ii) provide Executive the use of a cell phone/blackberry.


 


10.                                 Termination of
Employment.


 


(a)                                  General. The Executive’s
employment under this Employment Agreement may be terminated under the
circumstances described in, and in accordance with, this Section 10.


 


(b)                                 Death or
Permanent Disability.


 


(i)                                     The Executive’s
employment under this Employment Agreement shall automatically terminate upon
the death of the Executive.


 


(ii)                                  The Companies
may terminate the Executive’s employment under this Employment Agreement if, as
a result of the Executive’s incapacity due to physical or mental illness or
injury, the Executive has been unable to perform the essential functions of his
duties and responsibilities for a period of either (x) one hundred eighty
(180) consecutive days, or (y) two hundred seventy (270) days (whether or
not consecutive) during any period of eighteen (18) consecutive months (“Disability”),
and no reasonable accommodation can be made (in the Board’s commercially
reasonable determination) that will allow the Executive to perform such
essential functions.


 


(c)                                  Termination by
the Companies. The Companies may terminate the Executive’s
employment under this Employment Agreement at any time, whether for Cause (as
defined below), for any other reason, or no reason. For purposes of this
Agreement, the term “Cause” shall mean (A) the material failure or
refusal by the Executive to perform the Executive’s duties and responsibilities
under this Employment Agreement (other than any such failure resulting from the
Executive’s Disability) which has not ceased within ten (10) days after a
written demand for performance is received by the Executive from the Companies,
which demand identifies with reasonable particularity the manner in which the
Companies believe that the Executive has not so performed his duties and
responsibilities; (B) the engagement by the Executive in misconduct which
is materially injurious to the Companies, monetarily or otherwise (including,
but not limited to, conduct which violates Section 14 hereof) or an act of
moral turpitude which is injurious to the Companies, monetarily or otherwise; (C) the
conviction of the Executive of, or the entering of a plea of nolo contendere by
the Executive with respect to, a felony or a crime involving fraud, dishonesty
or moral turpitude; (D) the material breach by the Executive of this
Agreement or the violation by the Executive of a material policy of the 


 


3

















 


Companies which is not cured within thirty (30) days following receipt
of notice thereof from the Companies (if such breach or violation is capable of
being cured); or (E) the breach by the Executive of any of his fiduciary
duties of loyalty and trust to the Companies.


 


(d)                                 Termination by
the Executive. The Executive shall be entitled to voluntarily
terminate his employment under this Employment Agreement at any time, whether
for Good Reason (as defined below) or for any reason or for no reason, provided
that the Executive shall give ninety (90) days prior written notice to the
Companies (the “Notice Period”), specifying the date as of which his
termination is to become effective. During the Notice Period, the Executive shall
cooperate fully with the Companies in recruiting, hiring and training any
successor(s) and achieving a smooth transition of such of the Executive’s
duties and responsibilities to such successors and other person(s) as may
be designated by the Board. The Companies reserve the right to accelerate the
Date of Termination (as defined in Subsection 10(f) below) with respect to
a termination by the Executive of his employment under this Employment
Agreement by giving the Executive prior written notice; such acceleration, if
any, shall not constitute termination without Cause by the Companies or give
rise to a termination by the Executive for Good Reason. For purposes of this
Agreement, the term “Good Reason” shall mean (x) the reduction of
the Executive’s duties or responsibilities without the Executive’s consent or
the assignment of duties to the Executive which are inconsistent with his
position, which reduction or assignment has not ceased within thirty (30) days
after a written demand for correction is received by the Companies from the
Executive; provided, that the Executive shall not be entitled to terminate his
employment for Good Reason so long as he is employed in a headquarters
managerial position regardless of whether other persons are elevated to, or hired
for superior positions, or (y) any material breach by the Companies of
Sections 5 or 8 hereof which has not been cured within thirty (30) days
following receipt by the Companies of written notice thereof from the
Executive.


 


(e)                                  Notice of
Termination. Any purported termination of the Executive’s
employment by the Companies or by the Executive shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 17
hereof. As used herein, the term “Notice of Termination” shall mean a
written notice that shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances (if any) claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated.


 


(f)                                    Date of
Termination. As used herein, the term “Date of Termination”
shall mean (i) if the Executive’s employment is terminated because of
death pursuant to Subsection 10(b)(i) above, the date of the Executive’s
death; (ii) if the Executive’s employment is terminated by the Companies
for Disability pursuant to Subsection 10(b)(ii) above, the date the Notice
of Termination for Disability is delivered to Executive; (iii) if the
Executive’s employment is terminated by the Companies for any reason other than
death, Disability or for Cause pursuant to Subsection (c) above, the date
specified in the Notice of Termination, which date shall not be less than
thirty (30) days from the date such Notice of Termination is given; (iv) if
the Executive’s employment is terminated by the Companies for Cause pursuant to
Subsection (c) above, immediately upon delivery of the Notice of
Termination for Cause and the expiration of any cure period provided under
Subsection (c) above; and (v) if the Executive’s employment is
terminated by the Executive for Good Reason pursuant to Subsection (d) above,
the date 


 


4

















 


specified in the Notice of Termination or such earlier date set forth in
a written notice to the Executive by the Companies in accordance with
Subsection 10(d) above.


 


11.                                 Compensation
During Disability, Upon Termination or Death.


 


(a)                                  During any
period that the Executive fails to perform the essential functions of his duties
and responsibilities under this Employment Agreement as a result of an
incapacity due to physical or mental illness, which is expected to be of more
than a thirty (30) day period (“Disability Period”), the Executive shall
continue to receive his Base Salary at the rate then in effect and other
benefits to which he is otherwise entitled under this Employment Agreement for
such period until his employment is terminated pursuant to Section 10
hereof; provided that payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any, payable to the
Executive with respect to such period under any disability benefit plans of the
Companies, and which amounts were not previously applied to reduce any such
payment.


 


(b)                                 If the
Executive’s employment is terminated by his death or for Disability by the
Companies, the Companies shall pay to the Executive or his devisee, legatee or
other designee or, if there is no such designee, to his estate, as the case may
be, (i) any accrued and unpaid Base Salary, to be paid in accordance with
the Companies’ standard payroll policies in effect from time to time, (ii) any
earned but unpaid Bonus from any year prior to the year in which the Date of
Termination occurs, and (iii) all other unpaid amounts and benefits, if
any, to which the Executive is entitled as of the Date of Termination under any
compensation plan or program of the Companies then in effect in which the
Executive participates (such amount under this clause (iii), the “Accrued
Obligations”), at the time such payments (if any) are due in accordance
with the Companies’ standard policies and procedures with respect thereto; provided
that payments so made to the Executive shall be reduced by the sum of the
amounts, if any, payable to the Executive with respect to any applicable
insurance or disability benefit plans of the Companies, and which amounts were
not previously applied to reduce any such payment and provided further
that if Executive’s employment is terminated for Disability by the Companies,
any such payments shall be subject to the Executive’s compliance with
Subsection 11(e) below.


 


(c)                                  Subject to the
Executive’s compliance with Subsection 11(e) below, if the Executive’s
employment is terminated by the Companies without Cause or by the Executive for
Good Reason at any time during the Term, the Companies shall pay to the
Executive (i) an amount (the “Severance Amount”) equal to his Base
Salary then in effect for a period equal to (A) six months from the Date
of Termination, if the Date of Termination occurs before the first anniversary
of Executive’s employment with the Companies or (B) twelve months from the
date of Termination, if the Date of Termination occurs on or after the first
anniversary of Executive’s employment with the Companies, to be paid according
to the Companies’ standard payroll policies in effect from time to time; (ii) any
earned but unpaid Bonus from any year prior to the year in which the Date of
Termination occurs, and (iii) all other Accrued Obligations, at the time
such payments (if any) are due in accordance with the Companies’ standard
policies and procedures with respect thereto.


 


(d)                                 If Executive’s
employment is terminated by the Executive for Good Reason, the obligations set
forth in this Section 11 shall cease to exist if the Executive fails to 


 


5

















 


provide the Companies with 90 days’ prior written notice as required by
Section 10(d) and/or fails to perform his duties during this interval
of time.


 


(e)                                  In order to be
entitled to the payment(s) set forth in (i) Subsection 11(b) above
in the case of a termination for Disability and (ii) Subsection 11(c) above,
the Executive shall, at the direction of the Board, sign a waiver of all
employment-related claims the Executive may have (including any claims under
the Age Discrimination in Employment Act), other than (X) claims for
indemnification and advancement of expense made under Section 22 of this
Agreement or pursuant to the provisions of the Companies’ Certificate or
Articles of Incorporation and Bylaws for claims arising from service as an
officer or director of the Companies and (Y) claims relating to any breach
by the Companies of this Agreement.


 


(f)                                    Except as
otherwise set forth in this Section 11, the Executive shall not be
entitled to any severance or other compensation after termination other than
payment of any portion of his Base Salary and Accrued Benefits through the date
of his termination.


 


12.                                 Representations
and Covenants.


 


(a)                                  The Companies
represent and warrant that this Agreement has been authorized by all necessary
corporate action of the Companies and is a valid and binding agreement of the
Companies enforceable against it in accordance with its terms, except to the
extent that enforceability thereof may be limited by applicable bankruptcy,
reorganization, insolvency or other laws affecting creditors’ rights generally
or by general principles of equity.


 


(b)                                 The Executive
represents and warrants that he is not a party to any agreement or instrument
that would prevent him from entering into or performing his duties in any way
under this Agreement. The Companies acknowledge that Executive is a party with
The Cato Corporation to an agreement which prevents Executive from soliciting
for hire any employees of The Cato Corporation or its affiliates for a
specified period of time. The Executive warrants that this non-solicitation
agreement does not prevent him from entering into or performing his duties
under this Agreement. The Executive agrees and covenants that he will submit to
such physical examinations as may be necessary to facilitate the Companies
obtaining an insurance policy (in its discretion) for its benefit insuring the
life of the Executive.


 


13.                                 Successors;
Binding Agreement.


 


(a)                                  This Agreement
is not assignable by the Companies except to a successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Companies, provided that
such successor expressly assumes and agrees to perform this Agreement in the
same manner and to the same extent that the Companies would be required to
perform it if no such succession had taken place.


 


(b)                                 This Agreement
is a personal contract and the rights and interests of the Executive under this
Employment Agreement may not be sold, transferred, assigned, pledged,
encumbered, or hypothecated by him, except as otherwise expressly permitted by
the provisions of this Agreement. This Agreement shall inure to the benefit of
and be enforceable by the Executive and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.


 


6

















 


14.                                 Confidentiality
and Restrictive Covenants.


 


(a)                                  Ownership and
Protection of Proprietary Information.


 


(i)                                     As used herein,
the term “Confidential Information” shall mean data, information or
business practices relating to the business of the Companies (which does not
rise to the status of a Trade Secret) which is or has been disclosed to the
Executive or of which the Executive became aware as a consequence of or through
his employment relationship with the Companies and which is not generally known
to the public, the industry or its competitors. Notwithstanding the foregoing,
the term Confidential Information shall not include any data or information
that has been voluntarily disclosed to the public by the Companies (except
where such public disclosure has been made by the Executive in breach of his
obligations under this Employment Agreement) or that has been independently
developed and disclosed by others, or that otherwise enters the public domain
through lawful means.


 


(ii)                                  As used herein,
the term “Trade Secrets” shall mean data, information or business
practices relating to the business of the Companies (including, but not limited
to, technical or non-technical data, formulas, compilations, programs, devices,
methods, techniques, drawings, business processes, financial data, financial plans,
product plans) which (i) derives economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.


 


(iii)                               Confidentiality. All
Confidential Information and Trade Secrets and all physical embodiments thereof
received or developed by the Executive while employed by the Companies are
confidential to and are and will remain the sole and exclusive property of the
Companies. Except to the extent necessary to perform his duties and
responsibilities under this Employment Agreement or to comply with applicable
law, the Executive will hold such Confidential Information and Trade Secrets in
strictest confidence, and will not use, reproduce, distribute, disclose or
otherwise disseminate the Confidential Information and Trade Secrets or any
physical embodiments thereof and may in no event take any action causing any
Confidential Information and Trade Secrets disclosed to or developed by the
Executive to lose its character or cease to qualify as Confidential Information
or Trade Secrets.


 


(iv)                              Return of
Company Property. Upon request by the Companies during the Term, and
in any event upon termination of the employment of the Executive with the
Companies for any reason, the Executive will promptly deliver to the Companies
all property belonging to the Companies, including, without limitation, all
information or data of the Companies, whether or not constituting Confidential
Information and Trade Secrets, (and all embodiments thereof) then in the
Executive’s custody, control or possession.


 


(v)                                 Survival. The covenants
of confidentiality set forth in this Section 14(a) will apply on and
after the Effective Date to any Confidential Information and Trade Secrets of
the Companies prior to or after the Effective Date. The covenants restricting
the use of Confidential Information will continue, and the confidentiality of
such Confidential Information shall be maintained by the Executive, for a
period of twenty-four (24) months following the 


 


7

















 


expiration or earlier termination of the Term. The covenants
restricting the use of Trade Secrets will continue, and the confidentiality of
such Trade Secrets will be maintained by the Executive, following the
expiration or earlier termination of the Term for so long as permitted by
Florida law.


 


(b)                                 Agreement Not
to Compete. The Executive agrees that commencing on the
Effective Date and continuing for a period (the “Non-Competition Term”)
of (i) six months following the expiration or earlier termination of the
Term, if such expiration or earlier termination occurs prior to the first
anniversary of the Executive’s employment under this Agreement or (ii) twelve
months following the expiration or earlier termination of the Term, if such
expiration or earlier termination occurs on or after the first anniversary of
the Term, the Executive will not (except on behalf of or with the prior written
consent of the Board, which consent may be withheld in the Board’s sole
discretion), within the United States, either directly or indirectly, on the
Executive’s own behalf, or in the service of or on behalf of others, engage,
directly or indirectly, as a stockholder, investor, partner, member, director,
officer, employee, consultant or otherwise in any Competing Business. As used
herein, the term “Competing Business shall mean any business which has a
principal line of business engaged in, or which derives a substantial portion
of its revenue from, the retail sale of young women’s clothing, accessories or
footwear, through stores, catalogues or the Internet.


 


(c)                                  Non
Solicitation of Employees. The Executive agrees that commencing on the
Effective Date and continuing for a period of twenty-four (24) months following
the expiration or earlier termination of the Term (the “Non-Solicitation
Term”), the Executive shall not, directly or indirectly, on the Executive’s
own behalf or in the service of or on behalf of others, solicit or induce any
management level employee of the Companies, to terminate his or her employment
with the Companies in favor of employment by any other person, firm, corporation
or other entity. This provision will apply whether or not the employee who is
solicited or induced to terminate his or her employment is employed pursuant to
a written agreement and whether or not his or her employment is for a
determined period or at-will.


 


(d)                                 Non-Solicitation
of Suppliers and Customers. During the
Non-Solicitation Term, the Executive shall not, either directly or indirectly,
on the Executive’s own behalf or in the service of or on behalf of others,
solicit, divert or appropriate, or attempt to solicit, divert or appropriate,
to a Competing Business, any individual person, firm, corporation or other
entity that was an actual or prospective supplier or large volume customer of
the Companies.


 


(e)                                  Enforcement of
Covenants. Without limiting the right of the Companies to
pursue all other legal and equitable remedies available for violation by the
Executive of the covenants contained in this Section 14, it is expressly
agreed by the Executive and the Companies that other remedies cannot fully
compensate the Companies for any violation by the Executive of the covenants
contained in this Section 14 and that the Companies shall be entitled to
injunctive relief, without the necessity of proving actual monetary loss, to
prevent any such violation or any continuing violation thereof. The Companies
and the Executive further agree that all payments under this Agreement shall
immediately cease and shall no longer be an obligation of the Companies in the
event of any violation of the covenants contained in Subsections (b), (c), or (d) of
this Section 14 which is not cured within (10) days of written notice
by the Companies to the Executive of such violation or of a willful and
material violation 


 


8

















 


of the covenants contained in Subsection (a) of this Section 14.
The Companies and the Executive further agree that such forfeiture shall not be
deemed to be liquidated damages for breach of such covenants. Each party
intends and agrees that if in any action before any court or agency legally
empowered to enforce the covenants contained in this Section 14 any term,
restriction, covenant or promise contained herein is found to be unreasonable
and accordingly unenforceable, then such term, restriction, covenant or promise
shall be deemed modified to the extent necessary to make it enforceable by such
court or agency.


 


15.                                 Entire
Agreement. This Agreement contains all the understandings
between the parties hereto pertaining to the matters referred to herein, and
shall supersede all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto.


 


16.                                 Amendment or
Modification Waiver. No provision of this Agreement may be amended or
waived unless such amendment or waiver is agreed to in writing, signed by the
Executive and by another duly authorized officer of the Companies. No waiver by
any party hereto of any breach by another party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same time,
any prior time or any subsequent time.


 


17.                                 Notices. Any notice to
be given under this Employment Agreement shall be in writing and shall be
deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested, or
sent by a nationally recognized overnight express service, addressed to the
party concerned at the address indicated below or to such other address as such
party may subsequently give notice of under this Employment Agreement in
writing:


 


(a)                                  To Executive
at:


 


B.
Allen Weinstein

5949 Riverview Blvd.

Bradenton, Florida 34209


 


(b)                                 To the
Companies at:


 


Body
Shop of America, Inc.

6225 Powers Avenue

Jacksonville, Florida 32217

Attention: General Counsel


 


Unless
actual delivery is expressly required under this Employment Agreement, any
notice delivered personally, by courier or by overnight express mail service
under this Section 17 shall be deemed given on the date delivered and any
notice sent by telecopy or registered or certified mail, postage prepaid,
return receipt requested, shall be deemed given on the date telecopied with
receipt confirmed, or if mailed, the earlier of the date of actual receipt or
five (5) days following the placement of the notice with the U.S. mail
with adequate posting for delivery.


 


18.                                 Severability. If any
provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent 


 


9

















 


jurisdiction to be invalid and unenforceable to any extent, the
remainder of this Agreement or the application of such provision to such person
or circumstances other than those to which it is so determined to be invalid
and unenforceable, shall not be affected thereby, and each provision hereof
shall be validated and shall be enforced to the fullest extent permitted by
law.


 


19.                                 Survivorship. The
respective rights and obligations of the parties under this Employment
Agreement shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations,
including without limitation, the Companies’ rights and the Executive’s
covenants under Section 14 hereof.


 


20.                                 Governing Law. This
Agreement will be governed by and construed in accordance with the laws of the
State of Florida, without regard to its conflicts of laws principles.


 


21.                                 Arbitration. In the event
of any dispute or claim relating to or arising out of this Agreement other than
injunctive and other equitable relief regarding a dispute over the covenants
contained in Section 14 hereof, such dispute shall be fully, finally and
exclusively resolved by a panel of three neutral arbitrators to be mutually
agreed upon by the parties. Such arbitration will be decided under the
employment dispute resolution rules of the American Arbitration
Association and will be held in Jacksonville, Florida. If the parties cannot
agree upon such arbitrators within twenty (20) days after submission of a party’s
request for arbitration in writing, the arbitrators will be selected in
accordance with the procedures of the American Arbitration Association. The
cost of such arbitration shall be borne equally by the Companies and the
Executive. The arbitrators shall have no power or authority to award punitive
or special damages. The parties agree that the existence, content and result of
any arbitration proceeding shall be confidential, except to the extent that the
Companies determine it is required to disclose such matters in accordance with
applicable laws.


 


22.                                 Indemnification. The Companies
each hereby agree to indemnify and hold harmless Executive to the fullest
extent permitted by the provisions of the laws of the jurisdiction of its
incorporation against any liability, loss or expense (including reasonable
attorney’s fees and costs incurred in defense of such claims) incurred in
connection with the Executive’s services as an officer or director of the
Companies or any of its subsidiaries or affiliates. The Companies shall advance
or cause its subsidiaries to advance all expenses (including all reasonable
legal fees and expenses) incurred by the Executive in defending any such claim,
action or proceeding, whether civil, administrative, criminal or otherwise.


 


23.                                 Termination of
Certain Provisions. Notwithstanding any provision herein to the
contrary, the provisions of Section 8(b) hereof shall terminate
immediately prior to the consummation of (a) the initial public offering
of the Common Stock of any of the Companies, (b) any merger or
consolidation of any of the Companies with or into another person or entity or
the sale or transfer of all or substantially all of the assets of the
Companies, in each case in a single transaction or in a series of related
transactions, or (c) any transaction in which the stockholders of BCAC
immediately prior to such transaction, together with any and all of such
stockholders’ affiliates, do not own or hold, immediately after consummation of
such transaction, at least a majority of the shares of outstanding capital
stock of the Companies.


 


10

















 


24.                                 Tax Withholding. All amounts
payable and benefits provided by the Companies under this Employment Agreement
are subject to withholding to the extent required by law to comply with all
federal, state and local withholding tax requirements.


 


25.                                 Headings. All
descriptive headings of sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this Agreement is to be construed
by reference to the heading of any section or paragraph.


 


26.                                 Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


[Signature Page Follows]


 


11

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  BODY
  CENTRAL ACQUISITION CORP. 

  
	
   

  	
  BODY
  SHOP OF AMERICA, INC. 

  
	
   

  	
  CATALOGUE
  VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Curtis V. Hill

  
	
   

  	
   

  	
  Name:
  Curtis V. Hill

  
	
   

  	
   

  	
  Its:
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  B. Allen Weinstein

  
	
   

  	
  B.
  Allen Weinstein

  



 


12