**Exhibit 10.15**

 

**EMPLOYMENT AGREEMENT**

 

ThisEmployment Agreement (“Agreement”) is made and entered into as of 8th day ofFebruary, 2006  between Cache, Inc.,a Florida corporation, having its principal place of business at 1460 Broadway,New York, New York 10036 (“Cache” or the “Company”) and Brian P. Woolf, anindividual residing at 222 Weston Road, Weston, Connecticut 06883 (“Woolf” or “Executive”).

 

**WHEREAS,**theCompany wishes to continue the employment of Woolf as Chief Executive Officerand Woolf wishes to continue such employment on the terms and conditions setforth herein.

 

**NOW,THEREFORE**, in consideration of the mutual covenants andpromises contained herein, the parties hereto each intending to be legallybound, agree as follows:

 

**1.0****                               Employment**

 

Cachehereby employs Woolf as Chief Executive Officer and Woolf hereby accepts suchemployment. This Agreement shall commence on February 8, 2006 for a termof 3 years expiring on February 7, 2009 (the “Expiration Date”), subjectto termination as hereinafter provided.

 

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**2.0****                               Dutiesand Responsibilities**

 

2.1                                 DuringExecutive’s employment, Executive shall perform all duties and accept allresponsibilities as may be assigned from time to time by the Board ofDirectors of Cache (the “Board”) and that are consistent with the duties andresponsibilities of a Chief Executive Officer.

 

2.2                                 Executiveagrees that he will diligently devote his entire business skill, time andeffort to the performance of his duties on behalf of Cache. Executive agreesthat he will not, alone or as a member of a partnership or as an officer,director, employee or agent of any other person, firm or business organization,engage in any other business activities or pursuits requiring his personalservices that might conflict with his duties hereunder.

 

2.3                                 Executiverepresents and warrants that he is not subject or party to any employmentagreement, non-competition covenant, non-disclosure agreement or otheragreement, covenant, understanding or restriction that would prohibit Executivefrom executing this Agreement and performing fully his duties andresponsibilities hereunder, or which would in any manner, directly orindirectly, limit or affect the duties and responsibilities which may nowor in the future be assigned to Executive by Cache.

 

2.4                                 Executiveagrees that at all times he will strictly adhere to and perform all hisduties in accordance with applicable laws, rules and regulations, and inaccordance with policies and procedures of Cache that are in effect from timeto time.

 

**3.0****                               Compensationand Benefits**

 

3.1                                 Salary.  Duringthe initial year of Executive’s employment under this Agreement (February 8,2006 through February 7, 2007), Cache shall pay Executive an annual basesalary of

 

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$725,000 lesswithholdings and other applicable payroll deductions as required by law,payable in equal installments at such times as Cache customarily pays its othersenior executive officers (but in no event less often than monthly). For eachfiscal year during the term of this Agreement that Cache achieves a 5 percentincrease in pre-tax profit greater than its 2005 (the “Base Year”) pre-taxprofit, Executive will receive an increase in his annual base salary of $75,000.For instance, if Cache’s pre-tax profits for 2006 equal or exceed Cache’spre-tax profits for the Base Year, then during the second year of Executive’semployment under this Agreement (February 8, 2007 through February 7,2008) Executive shall earn a $75,000 salary increase and shall receive anannual base salary of $800,000, less withholdings and other applicable payrolldeductions as required by law. If during any fiscal year during the term ofthis Agreement Cache fails to achieve a pre-tax profit equal to or greater thanthe Base Year pre-tax profit, then Executive shall not receive a salaryincrease for the corresponding year of Executive’s employment under thisAgreement.

 

Anycompensation increase pursuant to this Section 3.1 shall become apermanent part of Executive’s annual base salary.

 

3.2                                 Benefits.  Executivewill be eligible to receive the health care and other benefits that Cache makesavailable to its senior executive officers including term life insurance equalto three times the Executive’s annual salary, provided that Executive meets theeligibility requirements for such plans or programs. In addition, Executivewill continue to participate in the Executive Committee Bonus Plan and in Cache’sStock Option Plan, under the terms of those Plans, and nothing in thisAgreement is intended to modify or discontinue Executive’s participation ineither Plan.

 

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3.3                                 BusinessExpenses.  Executive shall be reimbursed for the reasonablebusiness expenses incurred on Cache’s behalf in connection with the performanceof his services hereunder upon presentation of an itemized account and writtenproof of such expenses, in accordance with the policies established by Cache.

 

3.4                                 DiscretionaryBonus.  The Executive shall be entitled to such performance basedbonuses as the Board may from time to time determine in its discretion.

 

**4.0****                               TerminationWithout Compensation**

 

4.1                                 MutualAgreement.  Executive’s employment, and the parties’ respectiveobligations hereunder, may be terminated by mutual written agreement, withat least 30 days prior written notice of the termination date agreed to by theparties.

 

4.2                                 Resignation.  Executivemay submit his written resignation at least 60 days prior to a specifiedtermination date.

 

4.3                                 Partial/TotalDisability.  If Executive is unable to perform his dutiesand responsibilities to the full extent required hereunder, either with orwithout reasonable accommodation, by reason of physical or psychiatric illness,injury or incapacity for six (6) continuous months or nine (9) monthsin a twelve (12) month period, Cache may terminate Executive’s employmentby written notice of the termination date and Cache shall have no furtherliability or obligation to Executive hereunder, except for any unpaid salaryand benefits accrued to the date of termination. During any period ofdisability, Executive will receive his salary in effect at the time ofdisability, less any amounts received as disability benefits through

 

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any applicable disabilityprogram, Cache benefit plan or the Social Security Administration. In the eventof any dispute under this Section 4.3, Executive shall submit to aphysical and/or psychiatric examination by a licensed physician mutuallysatisfactory to Cache and the Executive. The cost of such examination will bepaid by Cache and the findings of such physician shall be determinative.

 

4.4                                 Death.  IfExecutive dies, this Agreement shall terminate and thereafter Cache shall nothave any further liability or obligation to Executive, his executors,administrators, heirs, assigns or any other person claiming under or throughhim, except for unpaid salary and benefits accrued to the date of his death.

 

4.5                                 Cause.  Cachemay terminate Executive’s employment for “cause” by giving Executive 30days’ notice of the termination date and thereafter Cache shall have no furtherliability or obligation to Executive. For purposes of this Agreement, “cause”shall mean (a) Executive’s conviction, guilty plea or plea of nolo contenderewith respect to (i) any felony or (ii) any misdemeanor involvingfraud, theft, dishonesty, wrongful taking of property, embezzlement, bribery,forgery or extortion; (b) Executive’s failure (other than by reason ofillness, injury or incapacity) to perform or fulfill any of Executive’smaterial duties, responsibilities or obligations; (c) material neglect ofCache’s business by Executive (other than by reason of illness, injury orincapacity); (d) Executive’s habitual insobriety or substance abuse; or (e) misappropriationof funds by Executive.

 

4.6                                 Inthe event that Executive’s employment is terminated for any of the reasons setforth in this Section 4, Cache will have no further liability orobligation to Executive, except for any unpaid salary or benefits accrued as ofthe date of termination.

 

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**5.0****                               TerminationWith Compensation**

 

5.1                                 Atany time prior to a “Change of Ownership or Control” of Cache (as definedherein), Cache shall have the right to terminate Executive’s employment at anytime without cause by giving Executive 30 days’ notice of the termination date.In the event that Executive’s employment is terminated pursuant to this Section 5.1,Cache shall continue to pay Executive the salary then in effect for the balanceof the term of this Agreement, less withholdings and other applicable payrolldeductions as required by law, in accordance with Cache’s normal pay cycle. However,Executive shall not be entitled to any compensation under this Section 5.1unless Executive executes and delivers to Cache after notice of termination ageneral release acceptable to Cache by which Executive releases Cache from anyobligations and liabilities of any type whatsoever, except for Cache’sobligation to provide the salary specified herein. The parties acknowledge thatthe salary to be provided under this Section 5.1 is in consideration forthe above-referenced release. Upon any termination under this Section 5.1,Cache shall have no further obligation to Executive, his executor,administrators, heirs, assigns or any other persons claiming under or throughhim other than to pay to Executive the salary specified in this Section 5.1in exchange for the above-referenced release. Executive agrees that any compensationhe is to receive pursuant to this Section 5.1 shall be reduced by anycompensation Executive receives in connection with any employment positionExecutive assumes subsequent to his termination date. Executive further agreesthat, immediately upon his acceptance of any such employment position, he willnotify Cache, in writing, of his employment position and the compensationassociated with that position so that Cache may reduce the payments to bemade to Executive, in accordance with this Section 5.1.

 

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5.2                                 (a) If, during Executive’s employment with Cache, there is a “Change of Ownershipor Control” of Cache, Cache may terminate Executive’s employment byproviding written notice at least 30 days prior to the termination date. Uponthe occurrence of a Change of Ownership or Control followed at any time duringthe term of this Agreement by the termination of Executive’s employment, otherthan for Partial/Total Disability, Death or Cause, as defined, respectively, inSections 4.3, 4.4 and 4.5 of this Agreement, the provisions of Section 5.2(b) ofthis Agreement shall apply. In addition, at any time following a Change ofOwnership or Control, Executive shall have the right to elect to voluntarilyterminate his employment by providing written notice at least 60 days prior tothe termination date. In the event that Executive resigns during a windowperiod, which shall be the period beginning 90 days after the Effective Date ofa Change of Ownership or Control and ending one hundred eighty (180) days afterthe Effective Date of a Change of Ownership or Control, the provisions of Section 5.2(b) shallthen apply. All other resignations are governed by Section 4.2 of thisAgreement.

 

(b)                                 Inthe event that Executive’s employment is terminated following a Change ofOwnership or Control, or in the event that Executive resigns his positionduring the window period following a Change of Ownership or Control as setforth in Section 5.2(b), Executive shall receive a one time payment equalto 24 months of Executive’s then in effect salary, less withholdings and otherapplicable payroll deductions as required by law. However, Executive shall notbe entitled to any compensation under this Section 5.2 unless Executiveexecutes and delivers to Cache after notice of termination or notice ofresignation, whichever is applicable, a general release in form acceptableto Cache by which Executive releases Cache from any obligations and liabilitiesof any type whatsoever, except for Cache’s obligation to provide the salaryspecified herein. The parties acknowledge that the salary to be provided underthis

 

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Section 5.2 is inconsideration for the above-referenced release. Upon any termination under thisSection 5.2, Cache shall have no further obligation to Executive, hisexecutor, administrators, heirs, assigns or any other persons claiming under orthrough him other than to pay to Executive the salary specified in this Section 5.2in exchange for the above-referenced release.

 

(c) Forpurposes of this Section 5.2, “Change of Ownership or Control” shall meanthe occurrence of one or more of the following three events:  (i) any person becomes a beneficialowner (as such term is defined in Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, as amended) directly or indirectly ofsecurities representing more than 50% of the total number of votes that may becast for the election of directors of Cache; (ii)  within two years aftera merger, consolidation, liquidation or sale of assets involving Cache, or acontested election of a Cache director, or any combination of the foregoing,the individuals who were directors of Cache immediately prior thereto shallcease to constitute a majority of the Board of Directors; or (iii) withintwo years after a tender offer or exchange offer for voting securities ofCache, the individuals who were directors of Cache immediately prior theretoshall cease to constitute a majority of the Board of Directors.

 

5.3                                 Inthe event that Executive dies during the payment continuation period referredto in Section 5.1, Cache will have no further liability or obligation toExecutive, his executor, administrators, heirs, assigns or any other personsclaiming under or through him as of the date of Executive’s death.

 

**6.0****                               Returnof Property**

 

Immediatelyupon termination of Executive’s employment, Executive shall deliver to theCache all copies of data and information in any way associated with Cache orthe performance of

 

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Executive’s dutiesincluding, but not limited to, all Confidential Information (as defined in Section 7.1),documents, correspondence, notebooks, reports, computer programs, and all othermaterials and copies thereof (including computer discs and other electronicmedia) relating in any way to the business of Cache. Immediately upontermination of Executive’s employment, Executive shall deliver to Cache alltangible property belonging or licensed to Cache, including, without limitationcell phones, facsimile machines, computers, pagers, and credit cards.

 

**7.0****                               Confidentiality;Non-Compete**

 

7.1                                 Confidentialityand Nondisclosure of Information.  During Executive’s tenure withCache, he has had and will have access to information relating to the businessof Cache, including writings, equipment, processes, drawings, reports, manuals,invention records, financial information, business plans, customer lists, theidentity of or other facts relating to prospective customers, inventory lists,arrangements with suppliers and customers, computer programs, or other materialembodying trade secrets, customer or product information or technical orbusiness information of Cache (all of which, excluding information and materialswhich are or become generally available to the public other than as a result ofdisclosure by Executive or his representatives, hereinafter are referred to as “ConfidentialInformation”). Executive acknowledges that the Confidential Information constitutesa valuable, special and unique asset of Cache as to which Cache has the rightto retain and hereby does retain all of its proprietary interests. However,access to and knowledge of the Confidential Information is essential to theperformance of Executive’s duties. In recognition of this fact, Executiveagrees that he will not, during or after his employment with Cache, discloseany of the Confidential Information to any person, firm, corporation,association or other entity for any reason or purpose whatsoever (except asnecessary in the performance of his duties during his employment

 

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with Cache) or make useof any of the Confidential Information for his purposes or those of another. Inthe event Executive is required or requested by legal process to disclose anyof the Confidential Information, Executive shall provide Cache with promptnotice of such requirement or request so that Cache may, at its own expense,seek an appropriate protective order or waive compliance with the provisions ofthis Section 7.1 to the extent required to comply with the request ororder. If a protective order is not obtained and/or if reasonable proof thereofis not given by Cache to Executive by written notice and received by Executiveno later than one (1) business day preceding the date on which suchdisclosure is required, Executive may disclose all or a portion of theConfidential Information to the extent required by the Court or permitted bythe waiver, or both.

 

7.2                                 Non-compete.  Executivehereby covenants and agrees that, during the term of his employment as setforth in this Agreement and either for one (1) year following terminationof employment without compensation, or during the period Executive receivescompensation pursuant to Section 5.1, Executive will not, directly orindirectly, engage in competition with Cache. The word “competition” as usedherein shall mean (a) an engagement as independent contractor or employee,or other arrangement with any Restricted Entity (hereinafter defined) pursuantto which Executive renders any services to, or directly or indirectly owns, anyRestricted Entity; provided, however, that ownership by Executive of anyaggregate of less than five (5%) percent of the outstanding shares of capitalstock of a corporation with a class of equity securities held of record bymore than five hundred (500) persons entitled to vote for the election ofdirectors shall not be deemed to constitute “competition.”  For purposes of this Agreement, a “RestrictedEntity” shall mean any entity which operates specialty clothing retailstores on a

 

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national basis (i.e., inmore than 10 states) with its principal place of business located in any statein which Cache then has a retail store.

 

7.3                                 Non-Solicitation.  Executivehereby covenants and agrees that he shall not, directly or indirectly, forhimself or on behalf of any other person, during the term hereof or for two (2) yearsfollowing termination of employment for any reason, solicit, take away, attemptto take away, or otherwise interfere with the written agreements and/orexisting relationship of Cache with any of its employees, agents or independentcontractors.

 

**8.0****                               Cooperationby Executive**

 

Executiveagrees, during and after his employment with Cache, to cooperate with Cache inany legal proceedings or with respect to any regulatory matters relating to theperiod of Executive’s employment with Cache, provided that any reasonabletravel, room and board expenses which Executive incurs in rendering suchcooperation will be reimbursed by Cache.

 

**9.0****                               NoDisparagement**

 

9.1                                 Executiveagrees, both during and after Executive’s employment with Cache, not todisparage or ridicule Cache or any of Cache’s officers, or any member of Cache’sBoard.

 

9.2                                 Cacheagrees that, both during and after Executive’s employment with Cache, it willnot disparage or ridicule Executive for any reason whatsoever.

 

9.3                                 Theprovisions of Sections 6, 7, 8 and 9 shall survive the termination of thisAgreement, and of Executive’s employment.

 

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**10.0****                        InjunctiveRelief**

 

Executivefurther acknowledges that damage to Cache from Executive’s breach of thisAgreement cannot be remedied solely by the recovery of damages, and agrees thatin the event of any breach or threatened breach of any of the provisions ofSections 6, 7 and 9 of this Agreement, Cache may pursue both injunctiverelief and any and all other remedies available at law or in equity for anysuch breach or threatened breach, including the recovery of damages.

 

**11.0****                        Assignability;Binding Effect**

 

Theterms and provisions of this Agreement shall be binding upon and inure to thebenefit of Cache and its successors and assigns. This Agreement calls for theprovision of personal services and, accordingly, shall not be assignable byExecutive.

 

**12.0****                        Miscellaneous**

 

12.1                           ThisAgreement supersedes all prior agreements between the parties. None of theterms of this Agreement shall be deemed to be waived or modified, nor shallthis Agreement be renewed, or extended, except by an express agreement inwriting, signed by Executive and the Chairman of the Audit Committee of Cache’sBoard of Directors, or his or her designee. There are no representations,promises, warranties, covenants or undertakings, other than those contained inthis Agreement, which represents the entire understanding of the parties. Thefailure of a party hereto to enforce, or the delay by a party hereto toenforce, any of its rights under this Agreement shall not be construed as awaiver of any such party’s rights hereunder. Paragraph headings contained inthis Agreement have been inserted for convenience of reference only, are not tobe considered a part of this Agreement and shall not affect theinterpretation of any provision hereof. In the event any of the provisions ofthis Agreement, or any portion thereof, shall be held to be invalid orunenforceable, the validity and enforceability of the

 

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remaining provisionshereof shall not be affected or impaired but shall remain in full force andeffect. This Agreement shall be governed and construed in accordance with thelaws of the State of New York. Any action brought in connection herewith shallbe brought in the federal or New York State courts sitting in the City of NewYork, County of New York.

 

12.2                           Notices.  Anynotices under this Agreement shall be in writing and shall be given by personaldelivery, facsimile, by certified or registered letter, return receiptrequested, or a nationally-recognized overnight delivery service; and shall bedeemed given when personally delivered, upon actual receipt of the facsimile orcertified or registered letter, or on the business day next following deliveryto a nationally-recognized overnight delivery service at the addresses setforth below in this Agreement or to such other address or addresses as eitherparty shall have specified in writing to the other party hereto.

 

 

If to Cache:

 

Thomas Reinckens

 

1440 Broadway

 

New York, NY 10018

 

 

If to Executive:

 

Brian P. Woolf

222 Weston Road

Weston, Connecticut 06883

 

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**INWITNESS WHEREOF**, the undersigned, intending to be legallybound, have executed this Agreement on the date first above written.

 

 
| **CACHE, INC.** |                       |
|----------------------|----------------------------|
|                 |                       |
| By:                  | /s/  Thomas E. Reinckens   |   | /s/  Brian P. Woolf |   |
|                 |  Thomas  E. Reinckens |  Brian  P. Woolf |
|                      |                            |  |  |  |  |

 

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