Exhibit 10.20
EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of January 8, 2008, between Rafaella
Apparel Group, Inc. (the "Company") and Husein Jafferjee (the "Executive").
WHEREAS, the Company desires to employ the Executive as Chief Operating Officer
of the Company and wishes to acquire and be assured of his services on the terms
and conditions hereinafter set forth; and
WHEREAS, the Executive desires to be employed by the Company as Chief Operating
Officer of the Company and to perform and to serve the Company on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual terms, covenants, agreements and
conditions hereinafter set forth, the Company and the Executive hereby agree as
follows:
1.
TERM.
SUBJECT TO EARLIER TERMINATION
PURSUANT TO SECTION 4, THIS AGREEMENT AND THE EMPLOYMENT RELATIONSHIP HEREUNDER
SHALL COMMENCE ON JANUARY 31, 2008 (THE "EFFECTIVE DATE") AND CONTINUE UNTIL
JANUARY 31, 2010; PROVIDED THAT THIS AGREEMENT AND THE EMPLOYMENT RELATIONSHIP
CREATED HEREUNDER SHALL CONTINUE THEREAFTER FOR CONSECUTIVE TWELVE (12) MONTH
PERIODS COMMENCING ON EACH SUBSEQUENT JANUARY 31 (THE "RENEWAL DATE") UNLESS
EITHER PARTY GIVES THE OTHER PARTY PRIOR WRITTEN NOTICE OF THE PARTY'S ELECTION
TO TERMINATE THIS AGREEMENT AT LEAST NINETY (90) DAYS PRIOR TO THE RENEWAL DATE,
IN WHICH CASE THE TERM SHALL TERMINATE ON THE DAY PRIOR TO THE RENEWAL DATE.
AS
USED IN THIS AGREEMENT, THE "TERM" SHALL REFER TO THE PERIOD BEGINNING ON THE
EFFECTIVE DATE AND ENDING ON THE DATE THE EXECUTIVE'S EMPLOYMENT TERMINATES IN
ACCORDANCE WITH THIS SECTION 1 OR SECTION 4.
2.
DUTIES AND TITLE.
2.1
TITLE.
THE COMPANY SHALL EMPLOY THE
EXECUTIVE TO RENDER EXCLUSIVE AND FULL-TIME SERVICES TO THE COMPANY AND ITS
SUBSIDIARIES.
THE EXECUTIVE SHALL SERVE IN THE CAPACITY OF CHIEF OPERATING
OFFICER (THE "COO") AND REPORT TO THE CHIEF EXECUTIVE OFFICER ("CEO") AND TO THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
2.2
DUTIES.
THE EXECUTIVE WILL HAVE SUCH
AUTHORITY AND RESPONSIBILITIES AND WILL PERFORM SUCH EXECUTIVE DUTIES
CUSTOMARILY PERFORMED BY A CHIEF OPERATING OFFICER OF A COMPANY IN SIMILAR LINES
OF BUSINESS AS THE COMPANY AND ITS SUBSIDIARIES OR AS MAY BE ASSIGNED TO THE
EXECUTIVE BY THE CEO AND/OR THE BOARD CONSISTENT WITH THE POSITION AND AUTHORITY
OF THE EXECUTIVE AS COO.
THE EXECUTIVE OFFICES OF THE COMPANY SHALL BE LOCATED
IN NEW YORK COUNTY, NEW YORK, AND THE EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT
SHALL BE AT SUCH OFFICES.
THE EXECUTIVE WILL DEVOTE ALL HIS FULL WORKING TIME
AND ATTENTION TO THE PERFORMANCE OF SUCH DUTIES AND TO THE PROMOTION OF THE
BUSINESS AND INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES; PROVIDED THAT THE
EXECUTIVE MAY ENGAGE IN PHILANTHROPIC AND PASSIVE INVESTMENT ACTIVITIES WHICH
ARE NOT IN CONFLICT WITH OR DO NOT INTERFERE WITH THE PERFORMANCE OF HIS DUTIES;
AND PROVIDED, FURTHER, THAT THE EXECUTIVE WILL BE PERMITTED TO DEVOTE SUCH TIME
AS IS REASONABLE AND AS DOES NOT INTERFERE WITH THE PERFORMANCE OF HIS DUTIES
HEREUNDER WITH RESPECT TO: (A) HIS BOARD MEMBERSHIP, SHARE
1
OWNERSHIP