Exhibit 10.1
September 23, 2009
Robert Kantor
66 Leonard Street, Apt. 3E
New York, NY
10013
Dear Mr. Kantor:
This letter agreement (the "Agreement") confirms the termination of your
employment with Cache, Inc. (the "Company") and of the Employment Agreement
dated July 3, 2007 (the "Employment Agreement") with the Company, effective at
the close of business on September 23, 2009 (the "Termination Date").
The
termination of your employment is by mutual written agreement as provided by
Section 4.1 of the Employment Agreement, subject to the terms and conditions set
forth hereinafter.
1.
THE COMPANY WILL PROVIDE YOU WITH THE FOLLOWING:
(A)
CONTINUING PAYMENTS.
IN CONSIDERATION OF YOUR AGREEMENT, WITHOUT
REVOCATION, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THE RELEASE OF
CLAIMS AS SET FORTH BELOW, THE COMPANY WILL PROVIDE YOU WITH YOUR BASE SALARY
(AS DEFINED IN SECTION 3.1 OF THE EMPLOYMENT AGREEMENT), IN EFFECT ON THE DAY
BEFORE THE TERMINATION DATE, FOR THE BALANCE OF THE INITIAL TERM (AS DEFINED IN
SECTION 1 OF THE EMPLOYMENT AGREEMENT) IN ACCORDANCE WITH THE COMPANY'S REGULAR
PAY CYCLE.
THE PAYMENTS HEREUNDER SHALL NOT BE SUBJECT TO REDUCTION DUE TO
COMPENSATION RECEIVED IN CONNECTION WITH OTHER EMPLOYMENT AS SET FORTH IN
SECTION 5.1 OF THE EMPLOYMENT AGREEMENT.
(B)
BENEFITS.
YOUR COVERAGE UNDER THE COMPANY'S BENEFIT PLANS WILL CEASE AS
OF THE TERMINATION DATE, EXCEPT FOR YOUR MEDICAL, DENTAL AND VISION COVERAGE
WHICH WILL CEASE AT THE END OF THE MONTH IN WHICH THE TERMINATION DATE OCCURS.
FOLLOWING SUCH CESSATION OF COVERAGE, YOU MAY ELECT TO CONTINUE YOUR COVERAGE
UNDER THE COMPANY'S MEDICAL, DENTAL AND VISION BENEFIT PLANS, AT YOUR OWN
EXPENSE, PURSUANT TO THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT (COBRA),
SUBJECT TO THE TERMS OF THE APPLICABLE PLAN AND THE LAW.
SPECIFIC INFORMATION
REGARDING CONTINUATION OF YOUR MEDICAL, DENTAL AND VISION BENEFITS WILL BE SENT
TO YOU UNDER SEPARATE COVER.
YOUR RIGHT TO MAKE ADDITIONAL CONTRIBUTIONS TO THE
401(K) PLAN ENDS AS OF THE TERMINATION DATE.
YOU WILL RETAIN YOUR RIGHTS TO ANY
AMOUNTS YOU PREVIOUSLY CONTRIBUTED TO THE PLAN AND AMOUNTS CONTRIBUTED BY THE
COMPANY THAT ARE VESTED IN ACCORDANCE WITH THE TERMS OF THE PLAN.
NOTHING IN
THIS AGREEMENT SHALL AFFECT OR OTHERWISE DIMINISH YOUR COVERAGE UNDER THE
COMPANY'S DIRECTORS AND OFFICERS' LIABILITY INSURANCE POLICY AS SET FORTH IN
SECTION 3.5 OF THE EMPLOYMENT AGREEMENT OR YOUR RIGHTS TO INDEMNIFICATION BY THE
COMPANY, IF ANY.
(C)
SALARY & UNUSED VACATION.
YOU WILL BE PAID YOUR SALARY AND ACCRUED BUT
UNUSED VACATION DAYS THROUGH THE TERMINATION DATE IN ACCORDANCE WITH THE
COMPANY'S NORMAL PAYROLL PRACTICES.
(D)
WITHHOLDING.
ALL PAYMENTS BY THE COMPANY DESCRIBED IN THIS AGREEMENT WILL
BE REDUCED BY ALL TAXES AND OTHER AMOUNTS THAT THE COMPANY IS REQUIRED TO
WITHHOLD UNDER APPLICABLE LAW.
(E)
NO OTHER PAYMENTS.
THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THE PAYMENTS
DESCRIBED IN PARAGRAPH 1(A) ABOVE CONSTITUTE CONSIDERATION NOT OTHERWISE OWED OR
DUE TO YOU BUT FOR THIS AGREEMENT, AND THAT THE PAYMENTS ARE BEING PROVIDED TO
YOU IN CONSIDERATION OF YOU EXECUTING, AND