Exhibit 10.1
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
entered into on May 1, 2008 (the "Execution Date"), to be effective for all
purposes as of May 2, 2008 (the "Effective Date"), by and between Linens 'n
Things, Inc., a Delaware corporation (the "Company") and wholly owned subsidiary
of Linens Holding Co., a Delaware corporation ("Holding"), and F. David Coder
(the "Executive").
WHEREAS, the Company and the Executive entered in an Amended and Restated
Employment Agreement on May 9, 2006, effective as of May 1, 2006 (the "Original
Employment Agreement"); and
WHEREAS, the Company and the Executive now desire to amend certain provisions of
the Original Employment Agreement and restate the Original Employment Agreement,
as so amended, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1.
EMPLOYMENT OF EXECUTIVE; DUTIES.
1.1
TITLE.
DURING THE EMPLOYMENT PERIOD (AS DEFINED IN SECTION 2
HEREOF), THE EXECUTIVE SHALL SERVE AS PRESIDENT AND CHIEF OPERATING OFFICER OF
THE COMPANY AND OF HOLDING.
THE EXECUTIVE SHALL HAVE THE NORMAL DUTIES,
RESPONSIBILITIES AND AUTHORITY COMMENSURATE WITH SUCH POSITIONS.
1.2
DUTIES.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL DO AND
PERFORM ALL SERVICES AND ACTS NECESSARY OR ADVISABLE TO FULFILL THE DUTIES AND
RESPONSIBILITIES OF THE EXECUTIVE'S POSITIONS AND SHALL RENDER SUCH SERVICES ON
THE TERMS SET FORTH HEREIN.
IN ADDITION, THE EXECUTIVE SHALL HAVE SUCH OTHER
EXECUTIVE AND MANAGERIAL POWERS AND DUTIES AS MAY REASONABLY BE ASSIGNED TO THE
EXECUTIVE, COMMENSURATE WITH THE EXECUTIVE SERVING AS A PRESIDENT AND CHIEF
OPERATING OFFICER.
THE COMPANY MAY ADJUST THE DUTIES AND RESPONSIBILITIES OF
THE EXECUTIVE AS PRESIDENT AND CHIEF OPERATING OFFICER, NOTWITHSTANDING THE
SPECIFIC TITLE SET FORTH IN SECTION 1.1 HEREOF, BASED UPON THE COMPANY'S NEEDS
FROM TIME TO TIME.
EXCEPT FOR SICK LEAVE, REASONABLE VACATIONS AND EXCUSED
LEAVES OF ABSENCE, THE EXECUTIVE SHALL, THROUGHOUT THE EMPLOYMENT PERIOD, DEVOTE
SUBSTANTIALLY ALL THE EXECUTIVE'S WORKING TIME, ATTENTION, KNOWLEDGE AND SKILLS
FAITHFULLY, AND TO THE BEST OF THE EXECUTIVE'S ABILITY, TO THE DUTIES AND
RESPONSIBILITIES OF THE EXECUTIVE'S POSITIONS IN FURTHERANCE OF THE BUSINESS
AFFAIRS AND ACTIVITIES OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES (AS
DEFINED IN SECTION 5.4(A) HEREOF) AND, EXCEPT WHERE THE COMPANY PROVIDES ITS
WRITTEN CONSENT OTHERWISE, SHALL MAINTAIN THE EXECUTIVE'S PRINCIPAL RESIDENCE
WITHIN 75 MILES OF THE PRINCIPAL OFFICE OF THE COMPANY AS OF THE EFFECTIVE
DATE.
THE EXECUTIVE SHALL AT ALL TIMES BE SUBJECT TO, COMPLY WITH, OBSERVE AND
CARRY OUT (A) THE COMPANY'S RULES, REGULATIONS, POLICIES AND CODES OF ETHICS
AND/OR CONDUCT APPLICABLE TO ITS EMPLOYEES GENERALLY AND IN EFFECT FROM TIME TO
TIME AND (B) SUCH RULES, REGULATIONS, POLICIES, CODES OF ETHICS
AND/OR CONDUCT, DIRECTIONS AND RESTRICTIONS AS THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD") MAY FROM TIME TO TIME