OR ARISING OUT OF YOUR EMPLOYMENT WITH THE COMPANY AND THE CESSATION THEREOF.
NEITHER THIS AGREEMENT NOR THE FACT OF ITS EXECUTION MAY BE USED AS EVIDENCE IN
ANY ACTION OR PROCEEDING OF ANY NATURE BY ANYONE FOR ANY PURPOSE EXCEPT TO
ENFORCE ITS TERMS.
8.
EMAIL TO COMPANY EMPLOYEES.
THE COMPANY AGREES TO SEND AN EMAIL,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A, ON YOUR BEHALF TO THE
EMPLOYEES IN THE COMPANY'S NEW YORK CORPORATE OFFICE.
9.
ENTIRE AGREEMENT.
IT IS MUTUALLY UNDERSTOOD AND AGREED THAT THIS
AGREEMENT AND THE ASSET PURCHASE AGREEMENT (ONLY TO THE EXTENT THAT IT DOES NOT
CONFLICT WITH THIS
5
AGREEMENT) CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN YOU AND THE COMPANY
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS OR UNDERSTANDINGS BETWEEN YOU AND THE COMPANY ARISING OUT OF OR
RELATING TO YOUR EMPLOYMENT WITH THE COMPANY AND THE CESSATION THEREOF.
10.
CHOICE OF LAW; VENUE.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS AND THE INTERPRETATION
OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO.
FOR PURPOSES OF ANY ACTIONS OR
PROCEEDINGS RELATED TO THIS AGREEMENT OR YOUR EMPLOYMENT WITH THE COMPANY THE
PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS OF NEW YORK, NEW YORK COUNTY.
11.
CHANGES OR MODIFICATIONS.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED
EXCEPT BY WRITING SIGNED BY BOTH YOU AND AN AUTHORIZED REPRESENTATIVE OF THE
COMPANY.
THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE TO ANY TERM OF
THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER THEREOF OR
DEPRIVE THAT PARTY OF THE RIGHT THEREAFTER TO INSIST UPON STRICT ADHERENCE TO
THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
12.
EFFECTIVE DATE.
(A)
THIS AGREEMENT IS VALID ONLY IF SIGNED BY YOU AND RETURNED TO THE COMPANY
WITHIN TWENTY-TWO (22) DAYS OF THE DATE YOU RECEIVE THIS AGREEMENT.
YOU HAVE
SEVEN (7) DAYS FOLLOWING THE DATE YOU SIGN THIS AGREEMENT DURING WHICH TO REVOKE
IT, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO MAGGIE FEENEY, CACHE, INC.,
1440 BROADWAY, 5TH FLOOR, NEW YORK, NY, 10018.
TO BE EFFECTIVE, SUCH REVOCATION
MUST BE RECEIVED BY MAGGIE FEENEY NO LATER THAN 11:59 P.M. (NEW YORK CITY TIME)
ON THE SEVENTH (7TH) CALENDAR DAY FOLLOWING YOUR EXECUTION THIS AGREEMENT.
PROVIDED THAT IT IS NOT REVOKED, THIS AGREEMENT WILL BE EFFECTIVE ON THE EIGHTH
(8TH) DAY FOLLOWING THE COMPANY'S RECEIPT OF THE VALID AGREEMENT SIGNED BY YOU
(THE "EFFECTIVE DATE").
(B)
YOU ACKNOWLEDGE THAT THE COMPANY HAS PROVIDED YOU WITH AT LEAST TWENTY-ONE
(21) DAYS FROM THE DATE UPON WHICH THIS AGREEMENT IS DELIVERED TO YOU WITHIN
WHICH TO CONSIDER THE TERMS AND EFFECT OF THIS AGREEMENT.
YOU AGREE THAT ANY
CHANGES MADE TO THE AGREEMENT FROM THE TIME IT WAS FIRST OFFERED TO YOU, WHETHER
MATERIAL OR IMMATERIAL, DO NOT RESTART THE RUNNING OF THE 21-DAY