Exhibit 10.3





IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE


 


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        In re

         

        FILENE’S BASEMENT, LLC, et al.,

         

        Reorganized Debtors.1

         
	
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        Chapter 11

         

        Case No. 11-13511 (KJC)

         

        Jointly Administered

         

        RE: D.I. 3021 



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ORDER APPROVING STIPULATION AND SETTLEMENT


AGREEMENT BY AND AMONG THE REORGANIZED
DEBTORS,


ASG EQUITIES SECAUCUS LLC, AND THE
HARTZ ENTITIES


 


Upon consideration
of the Stipulation and Settlement Agreement, dated May 15, 2014 (the “Stipulation”), a copy of
which is attached hereto as Exhibit 1, as agreed to by and among the Reorganized Debtors, ASG Equities Secaucus LLC (“ASG”),
Hartz Mountain Industries, Inc. (“Hartz”), 99 Hudson TIC II, LLC (together with Hartz, the “Hartz Entities”
and collectively with the Reorganized Debtors and ASG, the “Parties”), it is hereby


 


ORDERED that the Stipulation
is approved as may be modified herein; and it is further


 


ORDERED that the Parties
and the Reorganized Debtors’ claims agent, Kurtzman Carson Consultants, are hereby authorized to take any and all actions
required under the Stipulation, and all such actions as are reasonably necessary to effectuate the terms of the Stipulation; and
it is further


 





 















1The
Reorganized Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Filene’s
Basement, LLC (8277), Trinity Place Holdings, Inc. f/k/a Syms Corp. (5228), Syms Clothing, Inc. (3869), and Syms Advertising Inc.
(5234).









 




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ORDERED that this Court
shall retain jurisdiction with respect to all disputes and all other matters arising from or relating to the implementation or
interpretation of this Order.


 


Dated: May 16, 2014


 


Wilmington, Delaware


 


	 	/s/ Kevin J. Carey
	 	Honorable Kevin J. Carey
	 	UNITED STATES BANKRUPTCY JUDGE


 




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Exhibit 1


 


Stipulation and Settlement


 




    	 



    	 



    

  


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - -x


	
         

        In re

         

        FILENE’S BASEMENT, LLC, et al.,

         

        Reorganized Debtors.1

         
	
        :

        :

        :

        :

        :

        :

        :

        :
	
         

        Chapter 11

         

        Case No. 11-13511 (KJC)

         

        Jointly Administered

         



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STIPULATION AND SETTLEMENT


BY AND AMONG THE REORGANIZED DEBTORS,


ASG EQUITIES SECAUCUS LLC, AND THE
HARTZ ENTITIES


 


This stipulation and
settlement agreement (the “Stipulation”) is entered into this 15th day of May 2014, by and among
the above-captioned reorganized debtors (the “Reorganized Debtors”), ASG Equities Secaucus LLC (“ASG”),
and Hartz Mountain Industries, Inc. (“Hartz”) and 99 Hudson TIC II, LLC (together with Hartz, the “Hartz
Entities” and collectively with the Reorganized Debtors and ASG, the “Parties”). The Parties hereby
stipulate and agree as follows:


 


RECITALS


 


WHEREAS, on
March 24, 2014, the Reorganized Debtors filed the Reorganized Debtors’ Motion for an Order Pursuant to 11 U.S.C. §§
105(a), 363, and 365, Bankruptcy Rule 9019, the Plan and Confirmation Order for an Order (I) Approving Settlement; (II) Authorizing
Assumption and Assignment to ASG Equities Secaucus LLC of Unexpired Lease or Non-Residential Real Property and Related Property
Located at One Syms Way, Secaucus, New Jersey; and (III) Granting Related Relief [Docket No. 2864] (the “Motion”).2


 





 









1The
Reorganized Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Filene’s
Basement, LLC (8277), Trinity Place Holdings, Inc. f/k/a Syms Corp. (5228), Syms Clothing, Inc. (3869), and Syms Advertising Inc.
(5234).






 


2Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in the Order Approving Settlement and Authorizing
Assumption and Assignment of Unexpired Lease dated April 29, 2014 [Docket No. 2967] (the “ASG Sale Order”)
and the Motion, as applicable.


 




    	 



    	 



    

  


WHEREAS, on
March 28, 2014, the Hartz Entities filed the Hartz Motion to Enforce Settlement [Docket No. 2877].


 


WHEREAS, on
March 31, 2014, the Hartz Entities filed an objection to the Motion [Docket No. 2891].


 


WHEREAS, on
April 1, 2014, the Reorganized Debtors and Alan Cohen, the Series A Preferred Trustee and Creditors’ Representative, filed
objections to the Hartz Motion to Enforce Settlement [Docket Nos. 2898, 2900].


 


WHEREAS, the
Court held hearings on the Motion and the Hartz Motion to Enforce Settlement on April 2, 2014 and April 9, 2014.


 


WHEREAS, on
April 29, 2014, the Court issued the ASG Sale Order [Docket No. 2967] and the Memorandum Opinion [Docket No. 2966].


 


WHEREAS, on
April 30, 2014, the Hartz Entities filed the Motion for Reconsideration [Docket No. 2975].


 


WHEREAS, on
May 9, 2014, the Reorganized Debtors, the Creditors’ Representative and ASG filed a joint objection to the Motion for Reconsideration
with the Bankruptcy Court [Docket No. 3005].


 


WHEREAS, on
May 12, 2014, the Hartz Entities field an omnibus reply in further support of the Motion for Reconsideration [Docket No. 3011].


 


WHEREAS, the Court scheduled a hearing
on the Motion for Reconsideration for May 13, 2014 at 2:00 p.m. (ET).







 




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WHEREAS, the
Parties agreed to a consensual adjournment of the hearing on the Motion for Reconsideration to allow for the execution and approval
of this Stipulation.


 


NOW, THEREFORE,
in consideration of the foregoing recitals and the promises, mutual covenants, and agreements set forth herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	The recitals set forth above are incorporated herein by reference and are made an integral part
of this Stipulation.



 


		2.	This Stipulation shall be effective and binding upon the Parties immediately upon the entry of
an order of the Bankruptcy Court approving the Stipulation (the “Stipulation Effective Date”).



 


		3.	Unless otherwise agreed by the Parties in writing, within two (2) business days of the Stipulation
Effective Date (the “Closing Date”), the following events will occur:



 


		A.	The Hartz Entities shall withdraw the Motion for Reconsideration with prejudice.



 


		B.	The Hartz Entities shall waive any and all rights to seek reconsideration of or appeal the Amended
ASG Sale Order (including any right they may have to seek a stay pending appeal).



 


		C.	ASG shall transfer $29,000,000 (net of the amount already deposited in escrow, which escrow shall
simultaneously be released to the Reorganized Debtors) in immediately available funds by wire transfer to the Reorganized Debtors,
and the Reorganized Debtors shall transfer and assign the Lease to Assignee as provided in paragraph 4 of the Amended ASG Sale
Order.



 


		D.	ASG shall have no further obligation to provide or deliver the ASG Letter of Credit.



 


		E.	ASG shall transfer $1,250,000.00 to the Hartz Entities in full and final settlement and satisfaction
of the Hartz Cure Dispute Claims and any other claims the Hartz Entities may have against the Syms Parties and the ASG Entities.



 


		F.	The $1,250,000.00 held in a reserve account by Syms in connection with the pending litigation of
the Hartz Cure Dispute Claims shall be released to Syms, and Syms shall have no further obligation to reserve any funds or establish
or provide other security related to the Hartz Cure Dispute Claims.



 




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		G.	The Hartz Cure Dispute Claims will be deemed withdrawn from the claims register and fully and forever
discharged, waived, released, and settled.



 


Unless all the events set forth
in this paragraph 3 occur, the Stipulation is of no force and effect.


 


		4.	Upon ASG’s payment of the obligation described in paragraph 3(C) above, the Reorganized Debtors
and ASG shall be in full and complete satisfaction of their obligations under Bankruptcy Code sections 365(b)(1) and (f).



 


		5.	Upon the occurrence of the Closing Date, the Hartz Entities shall be deemed to have waived any
and all rights to seek reconsideration of or appeal the Amended ASG Sale Order (including any right they may have to seek a stay
pending appeal).



 


		6.	ASG will purchase the fee interest in One Syms Way, Secaucus, New Jersey from the Hartz Entities
on a date and on terms and conditions mutually agreed between ASG and the Hartz Entities. The Syms Parties have no rights or obligations
with respect to this paragraph 6.



 


		7.	The ASG Sale Order will be amended and substituted by the form and substance attached hereto as
Exhibit A.



 


		8.	The Amended ASG Sale Order shall become a final, non-appealable order upon the Stipulation Effective
Date.



 


		9.	This Stipulation shall be binding upon any successors or assigns of the Parties.



 


		10.	This Stipulation constitutes the entire agreement between the Parties and cannot be amended except
by written agreement.



 


		11.	This Stipulation may be executed in counterparts, each of which shall be an original, and such
counterparts shall be construed together as one instrument. Facsimile or electronic signatures shall be deemed original signatures.



 


		12.	Each person executing this Stipulation in a representative capacity represents and warrants that
he or she is empowered to do so.



 


		13.	Each of the Parties acknowledges that it has read all of the terms of this Stipulation, has had
an opportunity to consult with counsel of its own choosing or voluntarily waived such right, and enters into this Stipulation voluntarily
and without duress. Each of the Parties shall bear its own costs, expenses, and attorneys’ fees incurred in connection with
the Hartz Cure Dispute Claims, the Motion, the Motion to Enforce Settlement, the Sale Order, the Motion for Reconsideration, and
any and all related claims, litigation, and disputes, including the negotiations related to and preparation of this Stipulation.



 




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		14.	Each Party represents and warrants that it has participated in the drafting and preparation of
this Stipulation. In any construction of this Stipulation, the Stipulation shall not be construed for or against any Party, but
shall be construed fairly and according to its plain meaning.



 


		15.	Each Party covenants that it has entered into this Stipulation in good faith, and agrees to do
all things necessary or convenient to carry out and effectuate the terms of this Stipulation, including, without limitation, the
execution of all further and additional documents and authorization of all transfers of funds necessary to implement the terms
of this Stipulation. Further, each Party covenants that it will not do or fail to do anything, directly or indirectly, that will
interfere with the terms or conditions of this Stipulation or adversely affect any of the rights provided by this Stipulation.



 


		16.	The Reorganized Debtors, the Reorganized Debtors’ claims agent, Kurtzman Carson Consultants,
and the Clerk of the Bankruptcy Court are authorized to take all necessary and appropriate actions to give effect to this Stipulation,
including, but not limited to, updating the Reorganized Debtors’ claims register to reflect that Claim Nos. 2662 and 2692
have been withdrawn.



 


		17.	Except with respect to paragraph 6 hereof, the Bankruptcy Court shall retain jurisdiction over
the implementation of this Stipulation and any disputes arising hereunder. New Jersey law shall govern the construction of non-bankruptcy
provisions, if any and to the extent applicable, relevant to this Stipulation, without regard to the conflicts of law or principles
thereof.



 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF,
the Parties have entered into this Settlement Agreement on the day and year first above written.


 


	 	TRINITY PLACE HOLDINGS, INC.
	 	
        f/k/a SYMS CORP. on behalf of itself and

        the Reorganized Debtors

	 	 	 
	 	By:	/s/ Richard G. Pyontek
	 	Name:	Richard G. Pyontek
	 	Its:	CFO
	 	 	 
	 	ASG EQUITIES SECAUCUS LLC, on behalf of itself 
	 	 	 
	 	By:	/s/ Raymond Gindi
	 	Name:	Raymond Gindi
	 	Its:	Authorized Signatory
	 	 	 
	 	99 HUDSON TIC II LLC, on behalf of itself and HARTZ MOUNTAIN INDUSTRIES, INC.
	 	 	 
	 	By:	/s/ Phillip R. Patton
	 	Name:	Phillip R. Patton
	 	Its:	Executive Vice President