Amended and Restated Employment Agreement



 Exhibit 10.1 
 JAMES G. DELFS 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 WITH 
 STEIN MART, INC.

 This Amended and Restated Employment Agreement (this “Agreement”) entered into in the City of Jacksonville and
State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the “Company”), and James G. Delfs (“Executive”), is made as of June 4, 2009 to be
effective on the “Effective Date” (as defined below). 
 Background 
 Executive has advised the Company that Executive is considering early retirement. The Company has asked the Executive to remain employed during the Term
at reduced compensation and without a title instead of retiring so that the Executive will be in a position to assist the Company in transitioning to a new Chief Financial Officer and the Executive will be available to provide advice and historical
information and perspective as requested from time to time by the Company from the time Executive’s replacement Chief Financial Officer assumes that role (the “Effective Date”). 
 In consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows: 
 SECTION 1. TERM OF EMPLOYMENT 
 (a) Term. The
Company agrees to employ Executive, and Executive agrees to be employed by the Company, for a period beginning on the Effective Date and ending nineteen (19) months after the Effective Date (the “Term”). There shall be no
renewal of the Term. Thereafter, the Company shall provide Executive with monthly separation payment, in amount to be mutually agreed upon, until the executive or the executive’s current spouse reaches age 65, whichever is longer, but in no
event greater than $3,500 per month. 
 SECTION 2. DEFINITIONS 
 “Board of Directors” means the Board of Directors of Stein Mart, Inc. and any of its divisions, affiliates or subsidiaries. 
 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code shall be deemed to
refer to any successor provision thereto and the regulations promulgated thereunder. 
 “Competing Business” means
any business which (a) at the time of determination, is substantially similar to the whole or a substantial part of the business conducted by the Company or any of its divisions or affiliates; (b) at the time of determination, is operating
a store or stores which, during its or their fiscal year preceding the determination, had aggregate net sales, including sales in leased and licensed departments, in excess of $10,000,000, if such store or any such stores is or are located in a city
or within a radius of 25 miles from the outer limits of a city where the Company, or any of its divisions or affiliates, is operating a store or stores which, during their fiscal year preceding the determination, had aggregate net sales, including
sales in leased and licensed departments, in excess of $10,000,000; and (c) had aggregate net sales at all locations, including sales in leased and licensed departments and sales by its divisions and affiliates, during its fiscal year preceding
that in which the Executive first rendered personal services thereto, in excess of $25,000,000. 
 “Claims” means all
claims arising out Executive’s prior employment with the company, including but not limited to: (i) any claim for compensation, bonus payment, and other amounts not specifically provided for in this Employment Agreement; (ii) Title
VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the Americans with Disabilities Act of 1990; the National Labor Relations Act, as amended; the Employee Retirement
Income Security Act of 1974, as amended; the Civil Rights Act of 1991; 42 U.S.C. §1981, the Family and Medical Leave Act, and other federal, state and local human rights, fair employment and other laws relating to employment. 
 “Disability” means Executive’s incapacity due to physical or mental illness or cause, which results in the Executive
being unable to perform his duties with Company on a full-time basis for a period of six (6) consecutive months. Any dispute as to disability shall be conclusively determined by written opinions rendered by two qualified physicians, one
selected by Executive, and one selected by Company; provided that if such opinions are conflicting, then such physicians shall select a mutually agreeable third physician whose opinion shall be conclusive and binding. 







 SECTION 3. RESPONSIBILITIES 
 Executive shall assist the Company as requested by the Company in the transition to a new Chief Financial Officer and will provide advice and historical information and perspective as requested from time to time by
the Company. 
 SECTION 4. COMPENSATION AND BENEFITS 
 (a) Annual Base Salary. Executive’s base salary shall be $20,000.00 per month (“Base Salary”). The Annual Base Salary shall be payable in accordance with the Company’s standard
payroll practices and policies and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies. 
 (b) Employee Benefit Plans. Executive shall be entitled to continue to vest all already granted but unvested options and performance shares which otherwise vest under their terms during the Term. In addition,
Executive shall be entitled to continue to participate in, at the Company’s cost, medical, dental, vision, Split-Dollar life and accident insurance with coverage consistent with the coverage in effect from time to time as applied to persons in
positions in the Company’s Tier 1 positions. The medical, dental, vision and Split-Dollar Life plan coverage shall continue to be provided by the Company through the end of the Term. Thereafter, as provided under the Retirement Medical Plan for
Key Executives, the executive and his current spouse will be allowed continued access to the Tier I Medical Plan until they become eligible for Medicare or each reaches age 65, whichever is sooner. The executive will be responsible for paying the
appropriate premium required for this continued coverage. 
 (c) Indemnification. With respect to Executive’s acts or failures to
act during his employment in his capacity as an officer, employee or agent of the Company, Executive shall be entitled to indemnification from the Company, and to liability insurance coverage (if any), on the same basis as other officers of the
Company. Executive shall be indemnified by Company, and Company shall pay Executive’s related expenses when and as incurred, all to the full extent permitted by law. Subject to applicable law, the Company reserves the right to discontinue
indemnification in the event the Company determines that the Executive has breached this Agreement or the Executive has or intends to advance a business or legal position contrary to the Company’s interests. Notwithstanding the foregoing,
Executive shall not be entitled to any indemnification if a judgment or other final adjudication establishes that any act or omission of Executive was material to the cause of action so adjudicated and that such act or omission constituted:
(i) a criminal violation, unless Executive had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that such conduct was unlawful, (ii) a transaction from which Executive derived an
improper personal benefit, or (iii) willful misconduct or a conscious disregard for the best interests of the Company. 
 (d) Other
Perquisites. No other perquisites shall be provided during the Term to the Executive. 
 SECTION 5. TERMINATION OF EMPLOYMENT 
 (a) General. The Board of Directors shall have the right to terminate Executive’s employment and this Agreement at any time with or without
cause upon paying the Executive the remainder of the Base Salary due hereunder as though such termination had not occurred and continuation of the benefits described in Section 4(b) hereof as though such termination had not occurred, and
notwithstanding such termination, Executive shall have been deemed to have remained employed through the initial term hereof for all purposes. 
 (b) Termination for Disability. Subject to the definitions and requirements of Section 2 (“Disability”), after six (6) consecutive months of such disability leave of absence, Executive’s service may be
terminated by Company. In the event Executive is terminated from employment due to Disability, the Company shall: 
  

	 	(i)	pay Executive his Base Salary through the end of the Term; provided that if such payment exceeds the applicable dollar amount in effect under Code Section 402(g)(1)(B)
for the year in which such termination occurs, then the payment in excess of such applicable dollar amount shall be paid following six (6) months after the Executive’s Termination; 

  

	 	(ii)	make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant;
and 

  

	 	(iii)	 in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the
grant as to such shares) which are not vested on the date of termination for Disability, then pay to the Executive (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the
NASDAQ for the day on which the termination due to Disability occurs and the exercise price of such unvested options multiplied by the number of shares subject to options 











	 	 
which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the Company’s shares on the NASDAQ for the
day on which the termination due to Disability occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for Disability. 


 Notwithstanding the Executive’s Disability, during the period of Disability leave, Executive shall be paid in full (net of insurance) as if he or
she were actively performing services. Executive agrees to simultaneously utilize available leave under the Family and Medical Leave Act of 1993 during such disability leave of absence. During the period of such Disability leave of absence, the
Board of Directors may designate someone to perform Executive’s duties. Executive shall have the right to return to full-time service so long as he is able to resume and faithfully perform his full-time duties. 
 (c) Death. If Executive’s employment terminates as a result of his death, the Company shall: 
  

	 	(i)	pay to Executive’s estate his Base Salary through the end of the Term notwithstanding his death; 

  

	 	(ii)	make such payments and provide such benefits as otherwise called for under the terms of each other employee benefit plan, program and policy in which Executive was a participant;
and 

  

	 	(iii)	in the event the Executive has any options or restricted shares (but excluding “performance shares” which shall be governed by the terms set forth in the grant as to such
shares) which are not vested on the date of termination for death, then pay to the Executive’s estate (i) as to any unvested options, the net value of the excess, if any, of the closing price of the Company’s shares on the NASDAQ for
the day on which the death occurred and the exercise price of such unvested options multiplied by the number of shares subject to options which failed to vest; and (ii) as to any unvested restricted shares, the value of the closing price of the
Company’s shares on the NASDAQ for the day on which the death occurred multiplied by the number of restricted shares, if any, which failed to vest due to such termination of employment for death. 

 Any amounts payable to Executive under this Agreement which are unpaid at the date of Executive’s death or payable hereunder or otherwise by reason
of his death, shall be paid in accordance with the terms of this Agreement to Executive’s estate; provided that if there is a specific beneficiary designation in place for any specific amount payable, then payment of such amount shall be
made to such beneficiary. 
 (d) Limitation. Anything in this Agreement to the contrary notwithstanding, Executive’s entitlement
to or payments under this Agreement and any other plan or agreement shall be limited to the extent necessary so that no payment to be made to Executive on account of termination of his employment with the Company will be subject to the excise tax
imposed by Code Section 4999, but only if, by reason of such limitation, Executive’s net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” shall mean (i) the
sum of all payments and benefits that Executive is then entitled to receive under any section of this Agreement or other plan or agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Code,
less (ii) the amount of federal income tax payable with respect to the payments and benefits described in clause (i) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid
to Executive (based upon the rate in effect for such year as set forth in the Code at the time of the first payment of the foregoing), less (iii) the amount of excise tax imposed with respect to the payments and benefits described in clause
(i) above by Section 4999 of the Code. Any limitation under this Section 5(d) of Executive’s entitlement to payments shall be made in the manner and in the order directed by Executive. 
 SECTION 6. COVENANTS BY EXECUTIVE 
 (a) Company
Property. Upon the termination of Executive’s employment for any reason, Executive shall promptly return all Company Property which had been entrusted or made available to Executive by the Company. “Property” means
all records, files, memoranda, communication, reports, price lists, plans for current or prospective business operations, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or
description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, processes, intellectual property,
inventions and the like conceived, made, developed or acquired at any time by Executive individually or with others during Executive’s employment which relate to the Company or its products or services or operations. 
 (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and shall not directly or
indirectly use or disclose any Trade Secret that Executive may have acquired during the term of Executive’s employment by the Company for so long as such information remains a Trade Secret. “Trade Secret” means
information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (i) derives economic value, actual or potential, from not
being generally known to, and not being generally readily ascertainable by 








 
proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of reasonable efforts by the Company to
maintain its secrecy. This Section 6(b) is intended to provide rights to the Company which are in addition to, not in lieu of, those rights the Company has under the common law or applicable statutes for the protection of trade secrets.

 (c) Confidential Information. During the Employment Term and continuing thereafter indefinitely, Executive shall hold in a
fiduciary capacity for the benefit of the Company, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is
authorized to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by the Company without the prior written consent of the Board of Directors unless and except to the extent that
such disclosure is (i) made in the ordinary course of Executive’s performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of
such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any
of its subsidiaries or affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies,
business plans, operational methods, marketing plans or strategies, advertising campaigns, information regarding customers or suppliers, computer software programs (including object code and source code), data and documentation data, base
technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new
personnel acquisition plans and the terms and conditions of this Agreement that has not become generally available to the public. 
 (d)
Non-Competition. Executive recognizes that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company
at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. Executive agrees not to compete
with the Company during the Employment Term. Therefore, during the Employment Term, the Executive shall not have an investment of $100,000.00 or more in a Competing Business and shall not render personal services to any such Competing Business in
any manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the Executive shall breach the covenants contained in this Non-Competition provision, then the Company shall have
no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is
likely to result in irreparable harm to the Company. The provisions of this subsection (d) shall not be applicable to Executive if Executive is terminated from employment without Cause or the Executive resigns from employment for Good Reason.

 (e) Specific Performance; Independence of Covenants. The Company shall be entitled to specific performance of the covenants in this
Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or
order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other
provision of this Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not
constitute a defense to the enforcement by the Company of such covenants. 
 (f) Non-Solicitation. During the Employment Term and for
a period of two years hereafter (such period is referred to as the “No Recruit Period”), the Executive will not solicit, either directly or indirectly, any person that he knows or should reasonably know to be an employee of the Company,
whether any such employees are now or hereafter through the No Recruit Period so employed or engaged to terminate their employment with the Company. The foregoing is not intended to limit any legal rights or remedies that any employee of the Company
may have under common law with regard to any interference by Executive at any time with the contractual relationship the Company may have with any of its employees. 
 (g) Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates
and that such obligations are reasonable, fair and equitable in scope. The terms and duration are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Agreement.
Executive further acknowledges that the consideration for this Section 6 is his employment or continued employment. Executive will not be paid any additional compensation during this Restricted Period for application or enforcement of the
restrictive covenants contained in this Section 6. 
 (h) Work Product. The term “Work Product” includes any and all
information, programs, concepts, processes, discoveries, improvements, formulas, know-how and inventions, in any form whatsoever, relating to the business or activities of the Company, or resulting from or suggested by any work developed by the
Executive in connection with the Company, or by the Executive at the 








 
Company’s request. Executive acknowledges that all Work Product developed during the Term is property of the Company and accordingly, Executive does
hereby irrevocably assign all Work Product developed by the Executive to the Company and agrees: (i) to assign to the Business Manager, free from any obligation of the Company, all of the Executive’s right, title and interest in and to
Work Product conceived, discovered, researched, or developed by the Executive either solely or jointly with others during the term of this Agreement and for three (3) months after the termination or nonrenewal of this Agreement; and
(ii) to disclose to the Company promptly and in writing such Work Product upon the Executive’s acquisition thereof. 
 SECTION 7. MISCELLANEOUS

 (a) Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to: 
 STEIN MART, INC

 Attention: Hunt Hawkins 
 1200
Riverplace Boulevard, 10th Floor 
 Jacksonville, FL 32207 
 Facsimile: (904) 346-1297 
 Notices and communications to Executive shall be sent to the address
Executive most recently provided to the Company. 
 (b) No Waiver. No failure by either the Company or Executive at any time to give
notice of any breach by the other of or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement. 
 (c) Governing Law. This Agreement shall be governed by Florida law without reference to the choice of law principles thereof. Any litigation that
may be brought by either the Company or Executive involving the enforcement of this Agreement or any rights, duties, or obligations under this Agreement, shall be brought exclusively before a court of competent jurisdiction in and for Duval County,
Florida. 
 (d) Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest
to the Company or any segment of such business. The Company may assign this Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the
Company. The Company will require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of Company) to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean Company as defined above and, unless the
context otherwise requires, any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. Executive’s rights and obligations under this Agreement are personal and
shall not be assigned or transferred by him. 
 (e) Other Agreements; Waiver of Claims. This Agreement replaces and merges any and all
previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Agreement constitutes the entire agreement between the Company and Executive with respect to such
terms and conditions. The Executive acknowledges that Executive has no Claims against the Company and does hereby expressly waive any such Claims, known or unknown or now existing or hereafter arising except for Executives rights under this
Agreement. 
 (f) Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by the Company and
by Executive. 
 (g) Invalidity and Severability. If any part of this Agreement is held by a court of competent jurisdiction to be
invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement. 
 (h) Litigation. In the event that either party to this Agreement institutes litigation against the other party to enforce his or its respective
rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation. As a material part of the consideration for this Agreement, BOTH PARTIES HERETO WAIVE ANY RIGHT TO A TRIAL BY A JURY in the
event of any litigation arising from this Agreement. All legal actions arising out of or connected with this Agreement must be instituted solely in the Circuit Court of Duval County, Florida, or in the Federal District Court for the Middle District
of Florida, Jacksonville Division, and all parties hereto do hereby agree to submit to the exclusive personal jurisdiction of such courts. Each of the parties hereby expressly and irrevocably submits to the jurisdiction of such courts for the
purposes of any such action and expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action brought in any such court and any claim that
any such action has been brought in an inconvenient forum. 







 (i) 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. 
 IN WITNESS WHEREOF, the Company and Executive
have executed this Agreement. 
  

							
	STEIN MART, INC.	 		 	James G. Delfs
				
	By:	 	 /s/ David H. Stovall, Jr.
	 		 	 /s/ James G. Delfs

	Name:	 	David H. Stovall, Jr.	 		 	
	Title:	 	President	 		 	
	Date:	 	June 4, 2009	 		 	Date: June 4, 2009