Exhibit 10.13


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) is made and entered into as of the 24th day
of February,  2009  between Cache, Inc., a Florida
corporation, having its principal place of business at 1440 Broadway, New York,
New York 10036 (“Cache” or the “Company”), and Thomas E. Reinckens (“Reinckens”
or “Executive”).


 


WHEREAS, the
Company wishes to continue the employment of Reinckens as Chairman of the
Board, President and Chief Executive Officer (“CEO”) and Reinckens wishes to
continue such employment on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants and promises contained herein, the
parties hereto each intending to be legally bound, agree as follows:


 


1.0                               Employment


 


Cache hereby employs Reinckens
as CEO and Reinckens hereby accepts such employment.  This Agreement shall commence on February 24,
2009 for a term of 3 years expiring on February 23, 2012 (the “Expiration
Date”), subject to termination as hereinafter provided.


 


2.0                               Duties
and Responsibilities


 


2.1                                 During
Executive’s employment, Executive shall perform all duties and accept all
responsibilities as may be assigned from time to time by the Board of Directors
of Cache (the “Board”) and that are consistent with the duties and
responsibilities of a CEO.


 


2.2                                 Executive
agrees that he will diligently devote his entire business skill, time and
effort to the performance of his duties on behalf of Cache.  Executive agrees that 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 personal services that
might conflict with his duties hereunder.


 


2.3                                 Executive
represents and warrants that he is not subject or party to any employment
agreement, non-competition covenant, non-disclosure agreement or other
agreement, covenant, understanding or restriction that would prohibit Executive
from executing this Agreement and performing fully his duties and
responsibilities hereunder, or which would in any manner, directly or
indirectly, limit or affect the duties and responsibilities which may now or in
the future be assigned to Executive by Cache.


 


2.4                                 Executive
agrees that at all times he will strictly adhere to and perform all his duties
in accordance with applicable laws, rules and regulations, and in
accordance with policies and procedures of Cache that are in effect from time
to time.


 


3.0                               Compensation
and Benefits


 


3.1                                 Salary.   During
the initial year of Executive’s employment under this Agreement (February 24,
2009 through February 23, 2010), Cache shall pay Executive an annual base
salary of $600,000, less withholdings and other applicable payroll deductions
as required by law, payable in equal installments at such times as Cache
customarily pays its other senior executive officers, but no less often than
monthly.  During the term of this
Agreement, the Compensation Committee of the Board will review the Executive’s
base salary on an annual basis and make adjustments thereto subject to the
performance of the Executive, the operating results of the Company, the
competitive compensation landscape and such other factors as are determined to
be relevant by the Compensation Committee. 
Such reviews will be completed prior to February 1 of the
applicable year and any adjustment (if any) will be effective as of February 1
of such year.  In addition to base
salary, the Executive will be eligible to participate in performance based
incentive bonus plans for senior executive officers as approved by the
Compensation Committee of the Board, as and to the extent provided for in
Sections 3.2 and 3.4 below.


 


Any compensation increase
pursuant to this Section 3.1 shall become a permanent part of Executive’s
annual base salary.  Executive may, in
his sole discretion, agree to receive a reduced annual base salary on a
temporary or permanent basis.  To the
extent the reduction is temporary, at such time as the reduction ceases to be
in effect, Executive’s annual base salary shall revert to the annual base
salary in effect immediately prior to the reduction.


 

















 


3.2                                 Benefits.   Executive
will be eligible to receive the health care and other benefits that Cache makes
available to its senior executive officers including term life insurance equal
to three times the Executive’s annual salary, provided that Executive meets the
eligibility requirements for such plans or programs.  In addition, Executive will continue to be
eligible to participate in Cache’s stock option plans and will be eligible to
participate in any other executive bonus or incentive plan established by
Cache, in each case in accordance with the terms of those plans, and nothing in
this Agreement is intended to modify or discontinue Executive’s participation
in any plan in which he participates as of the date of this Agreement.


 


3.3                                 Business
Expenses.   Executive shall be reimbursed for the reasonable
business expenses incurred on Cache’s behalf in connection with the performance
of his services hereunder upon presentation of an itemized account and written
proof of such expenses, in accordance with the policies established by Cache.


 


3.4                                 Bonus.   The
Executive shall be entitled to such performance based bonuses as the
Compensation Committee of the Board may from time to time determine in its
discretion (“Bonuses”).


 


3.5                                 Repayment
of Bonuses.   If the audited annual financial statements of
Cache in respect of any year during the term of this Agreement are subsequently
restated due to a material error or fraud that, in either such case, results in
a material restatement of such financial statements, if so requested by the
Board, Executive shall repay to the Company all or part of any Bonus received
in respect of such year.


 


4.0                               Termination
Without Compensation


 


4.1                                 Mutual
Agreement.   Executive’s employment, and the parties’
respective obligations hereunder, may be terminated by mutual written
agreement, with at least 30 days prior written notice of the termination date
agreed to by the parties.


 


4.2                                 Resignation.   Executive
shall submit written notice of his resignation at least 60 days prior to a
specified termination date.


 


4.3                                 Partial/Total
Disability.   If Executive is unable to perform his duties
and responsibilities to the full extent required hereunder, either with or
without reasonable accommodation, by reason of physical or psychiatric illness,
injury or incapacity


 

















 


for six (6) continuous
months or nine (9) months in a twelve (12) month period, Cache may
terminate Executive’s employment by written notice of the termination date and
Cache shall have no further liability or obligation to Executive hereunder,
except for any unpaid salary and benefits accrued to the date of
termination.  During any period of
disability, Executive will receive his salary in effect at the time of
disability, less any amounts received as disability benefits through any
applicable disability program, Cache benefit plan or the Social Security
Administration.  In the event of any
dispute under this Section 4.3, Executive shall submit to a physical
and/or psychiatric examination by a licensed physician mutually satisfactory to
Cache and the Executive.  The cost of
such examination will be paid by Cache and the findings of such physician shall
be determinative.


 


4.4                                 Death.   If
Executive dies, this Agreement shall terminate and thereafter Cache shall not
have any further liability or obligation to Executive, his executors,
administrators, heirs, assigns or any other person claiming under or through
him, except for unpaid salary and benefits accrued to the date of his death.


 


4.5                                 Cause.   Cache
may at any time terminate Executive’s employment for “cause” and thereafter
Cache shall have no further liability or obligation to Executive.  For purposes of this Agreement, “cause” shall
mean (a) Executive’s conviction, guilty plea or plea of nolo contendere
with respect to (i) any felony or (ii) any misdemeanor involving
fraud, theft, dishonesty, wrongful taking of property, embezzlement, bribery,
forgery or extortion; (b) Executive’s failure (other than by reason of
illness, injury or incapacity) to perform or fulfill any of Executive’s
material duties, responsibilities or obligations; (c) Executive’s material
neglect of Cache’s business (other than by reason of illness, injury or
incapacity); (d) Executive’s fraudulent, unlawful, grossly negligent or
willful misconduct in connection with Executive’s duties; (e) Executive’s
material breach of this Agreement or any material policy or procedure of Cache;
or (f) misappropriation of funds by Executive.


 


4.6                                 Further
Obligations.   In the event that Executive’s employment is
terminated for any of the reasons set forth in this Section 4 (a “Termination
without Compensation”), Cache will have no further liability or obligation to Executive,
except for any unpaid salary or benefits accrued as of the date of termination.


 


5.0                               Termination
With Compensation


 


5.1                                 At
any time prior to a “Change of Ownership or Control” of Cache (as defined
herein), Cache shall have the right to terminate Executive’s employment at any
time 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 balance of the term
of this Agreement, less withholdings and other applicable payroll deductions as
required by law, in accordance with Cache’s normal pay cycle.  However, Executive shall not be entitled to
any compensation under this Section 5.1 unless Executive executes and
delivers to Cache after notice of termination a general release acceptable to
Cache by which Executive releases Cache from any obligations and liabilities of
any type whatsoever, except for Cache’s obligation to provide the salary
specified herein.  The parties
acknowledge that the salary to be provided under this Section 5.1 is in
consideration for the 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 through him other than to pay to
Executive the salary specified in this Section 5.1 in exchange for the
above-referenced release.  Executive
agrees that any compensation he is to receive pursuant to this Section 5.1
shall be reduced by any compensation Executive receives in connection with any
employment position Executive assumes subsequent to his termination date.  Executive further agrees that, immediately
upon his acceptance of any such employment position, he will notify Cache, in
writing, of his employment position and the compensation associated with that
position so that Cache may reduce the payments to be made to Executive, in
accordance with this Section 5.1.


 


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


 


(b)                                 In
the event that Executive’s employment is terminated following a Change of
Ownership or Control, or in the event that Executive resigns his position
during the window period following a Change of Ownership or Control as set
forth in Section 5.2(b), Executive shall receive a one time payment equal
to 24 months of Executive’s then in effect base salary, less withholdings and
other applicable payroll deductions as required by law.  However, Executive shall not be
entitled to any


 

















 


compensation under this Section 5.2
unless Executive executes and delivers to Cache after notice of termination or
notice of resignation, whichever is applicable, a general release in form
acceptable to Cache by which Executive releases Cache from any obligations and
liabilities of any type whatsoever, except for Cache’s obligation to provide
the salary specified herein.  The parties
acknowledge that the salary to be provided under this Section 5.2 is in
consideration for the above-referenced release. 
Upon any termination under this Section 5.2, Cache shall have no
further obligation to Executive, his executor, administrators, heirs, assigns
or any other persons claiming under or through him other than to pay to
Executive the salary specified in this Section 5.2 in exchange for the
above-referenced release.


 


(c) Subject to the last
sentence of this paragraph, for purposes of this Section 5.2, “Change of
Ownership or Control” shall mean the occurrence of one or more of the following
three events:  (i) any person
becomes a beneficial owner (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) directly or
indirectly of securities representing more than 50% of the total number of
votes that may be cast for the election of directors of Cache; (ii) 
within two years after a merger, consolidation, liquidation or sale of assets
involving Cache, or a contested election of a Cache director, or any
combination of the foregoing, the individuals who were directors of Cache
immediately prior thereto shall cease to constitute a majority of the Board of
Directors; or (iii) within two years after a tender offer or exchange
offer for voting securities of Cache, the individuals who were directors of
Cache immediately prior thereto shall cease to constitute a majority of the
Board of Directors. Notwithstanding anything to the contrary herein, (x) the
acquisition of securities of Cache by Andrew M. Saul, any spouse or lineal
descendant of Andrew M. Saul, any trust for the benefit of such persons, or any
affiliate or associate of Andrew M. Saul or any such persons (individually and
collectively, the “Saul Group”) or (y) a change in the composition of the
Board of Directors following a merger, consolidation, liquidation, sale of
assets, tender offer or exchange offer after which members of the Saul Group
shall individually or collectively own in the aggregate, directly or
indirectly, securities representing more than 50% of the total number of votes
that may be cast for the election of directors of Cache, shall not constitute a
Change of Ownership or Control.


 


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


 

















 


6.0                               Return
of Property


 


Immediately upon termination of
Executive’s employment, Executive shall deliver to Cache all copies of data and
information in any way associated with Cache or the performance of Executive’s
duties including, but not limited to, all Confidential Information (as defined
in Section 7.1), documents, correspondence, notebooks, reports, computer
programs, and all other materials and copies thereof (including computer discs
and other electronic media) relating in any way to the business of Cache.  Immediately upon termination of Executive’s
employment, Executive shall deliver to Cache all tangible property belonging or
licensed to Cache, including, without limitation cell phones, facsimile
machines, computers, pagers, and credit cards.


 


7.0                               Confidentiality;
Non-Compete


 


7.1                                 Confidentiality
and Nondisclosure of Information. 
During Executive’s tenure with Cache, he has had and will have access to
information relating to the business of Cache, including writings, equipment,
processes, drawings, reports, manuals, invention records, financial
information, business plans, customer lists, the identity of or other facts
relating to prospective customers, inventory lists, arrangements with suppliers
and customers, computer programs, or other material embodying trade secrets,
customer or product information or technical or business information of
Cache  (all of which, excluding
information and materials which are or become generally available to the public
other than as a result of disclosure by Executive or his representatives,
hereinafter are referred to as “Confidential Information”).  Executive acknowledges that the Confidential
Information constitutes a valuable, special and unique asset of Cache as to
which Cache has the right to retain and hereby does retain all of its
proprietary interests.  However, access
to and knowledge of the Confidential Information is essential to the
performance of Executive’s duties.  In
recognition of this fact, Executive agrees that he will not, during or after
his employment with Cache, disclose any of the Confidential Information to any
person, firm, corporation, association or other entity for any reason or
purpose whatsoever (except as necessary in the performance of his duties during
his employment with Cache) or make use of any of the Confidential Information
for his purposes or those of another.  In
the event Executive is required or requested by legal process to disclose any
of the Confidential Information, Executive shall provide Cache with prompt
written notice of such requirement or request so that Cache may, at its own
expense, seek an appropriate protective order or waive compliance with the
provisions of this Section 7.1 to the extent required to comply with the
request or order.  If a protective order
is not obtained and/or if reasonable proof thereof is not given by Cache to
Executive by written notice and received by Executive no later than one (1) business
day preceding the


 

















 


date
on which such disclosure is required, Executive may disclose all or a portion
of the Confidential Information to the extent required by the Court or
permitted by the waiver, or both.


 


7.2                                 Non-compete.  Executive hereby covenants and agrees that,
during the term of his employment as set forth in this Agreement and either for
one (1) year following Termination without Compensation, or during the
period Executive receives compensation pursuant to Section 5.1, Executive
will not, directly or indirectly, engage in competition with Cache.  The word “competition” as used herein shall
mean (a) an engagement as independent contractor or employee, or other
arrangement with any Restricted Entity (hereinafter defined) pursuant to which
Executive renders any services to, or directly or indirectly owns, any
Restricted Entity; provided, however, that ownership by Executive of in the
aggregate less than five (5%) percent of the outstanding shares of capital
stock of a corporation with a class of equity securities held of record by more
than five hundred (500) persons entitled to vote for the election of directors
shall not be deemed to constitute “competition.”  For purposes of this Agreement, a “Restricted
Entity” shall mean any entity which operates specialty clothing retail
stores on a national basis (i.e., in more than 10 states) with its principal
place of business located in any state in which Cache then has a retail store.


 


7.3                                 Non-Solicitation.  Executive hereby covenants and agrees that he
shall not, directly or indirectly, for himself or on behalf of any other person,
during the term hereof or for two (2) years following termination of
employment for any reason, solicit, take away, attempt to take away, or
otherwise interfere with the written agreements and/or existing relationship of
Cache with any of its employees, agents or independent contractors.


 

















 


8.0                               Cooperation
by Executive


 


Executive
agrees, during and after his employment with Cache, to cooperate with Cache in
any legal proceedings or with respect to any regulatory matters relating to the
period of Executive’s employment with Cache, provided that any reasonable
travel, room and board expenses which Executive incurs in rendering such
cooperation will be reimbursed by Cache.


 


9.0                               No
Disparagement


 


9.1                                 Executive
agrees, both during and after Executive’s employment with Cache, not to publish
or communicate any Disparaging (as defined below) remarks, comments or
statements regarding Cache or any of Cache’s officers, or any member of Cache’s
Board.


 


9.2                                 Cache
agrees, both during and after Executive’s employment with Cache, not to publish
or communicate any Disparaging remarks, comments or statements regarding
Executive for any reason whatsoever.


 


9.3                                 “Disparaging”
remarks, comments or statements are those that impugn the character, honesty,
integrity, morality, business acumen, abilities or any aspect of the operations
or business of the individual or entity being disparaged.


 


10.0                        Survival/Injunctive
Relief


 


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


 


10.2                           The
provisions of Sections 3.5, 6, 7, 8, 9, 10, 11 and 12 shall survive the
termination of this Agreement, and of Executive’s employment.


 

















 


11.0                        Assignability;
Binding Effect


 


The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
Cache and its successors and assigns. 
This Agreement calls for the provision of personal services and,
accordingly, shall not be assignable by Executive.


 


12.0                        Miscellaneous


 


12.1                           This
Agreement supersedes all prior agreements between the parties.  None of the terms of this Agreement shall be
deemed to be waived or modified, nor shall this Agreement be renewed, or
extended, except by an express agreement in writing, signed by Executive and
the Chairman of the Compensation Committee of Cache’s Board of Directors, or
his or her designee.  There are no
representations, promises, warranties, covenants or undertakings, other than
those contained in this Agreement, which represents the entire understanding of
the parties.  The failure of a party
hereto to enforce, or the delay by a party hereto to enforce, any of its rights
under this Agreement shall not be construed as a waiver of any such party’s rights
hereunder.  Paragraph headings contained
in this Agreement have been inserted for convenience of reference only, are not
to be considered a part of this Agreement and shall not affect the
interpretation of any provision hereof. 
In the event any of the provisions of this Agreement, or any portion
thereof, shall be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not be affected or
impaired but shall remain in full force and effect.  This Agreement shall be governed and
construed in accordance with the laws of the State of New York.  Any action brought in connection herewith
shall be brought in the federal or New York State courts sitting in the City of
New York, County of New York.


 


12.2                           Notices.  Any notices under this Agreement shall be in
writing and shall be given by personal delivery, facsimile, by certified or
registered letter, return receipt requested, or a nationally-recognized
overnight delivery service; and shall be deemed given when personally
delivered, upon actual receipt of the facsimile or certified or registered
letter, or on the business day next following delivery to a
nationally-recognized overnight delivery service at the addresses set forth
below in this Agreement or to such other address or addresses as either party
shall have specified in writing to the other party hereto.


 

















 


If to Cache:


 


Chairman, Compensation
Committee


1440 Broadway


New York, NY 10018


 


If to Executive, to him at such
address as he shall have provided to Cache.


 


 


IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, have executed this Agreement on
the date first above written.


 


 


CACHE,
INC.


 


 




	
  By:

  	
  /s/
  Arthur S. Mintz

  	
   

  	
  /s/
  Thomas E. Reinckens

  
	
   

  	
  Arthur S. Mintz

  	
   

  	
  Thomas
  E. Reinckens