UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 26, 2017
Differential Brands Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-18926 |
11-2928178 |
(Commission File Number) |
(IRS Employer Identification No.) |
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1231 South Gerhart Avenue, Commerce, California |
90022 |
(Address of Principal Executive Offices) |
(Zip Code) |
(323) 890-1800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (e)
On January 26, 2017, Mr. Hamish Sandhu informed the Board of Directors (the “ Board ”) of Differential Brands Group Inc. (the “ Company ”) of his decision to resign from his role as Chief Financial Officer of the Company, effective on January 30, 2017. Mr. Sandhu will remain an employee of the Company to assist with transition matters. The Company intends to enter into a separation and release agreement with Mr. Sandhu pursuant to his employment agreement.
On January 26, 2017, the Board appointed Mr. Bob Ross as the Company’s Chief Financial Officer, effective January 30, 2017. Prior to his appointment, Mr. Ross, age 48, served as Chief Financial Officer of Nasty Gal, Inc. since October 2013. Prior to that, he held the Chief Financial Officer position at Ideeli Inc. from April 2010 to January 2013. Mr. Ross also held various financial and operational executive roles at Urban Outfitters from October 1997 to December 2009. Mr. Ross holds a bachelor’s degree in accounting from Drexel University and is a Certified Public Accountant.
In connection with Mr. Ross’ appointment, the Company and Mr. Ross entered into an employment agreement dated January 30, 2017 (the “ Employment Agreement ”). The term of the Employment Agreement commences on January 30, 2017 and, unless terminated earlier in accordance with its terms, will expire on December 31, 2019. Mr. Ross will receive a minimum base salary of $385,000 for 2017 and a minimum base salary of $400,000 per annum for 2018 and 2019 and will be eligible to receive an annual bonus. In addition, Mr. Ross will receive a restricted stock unit award of 200,000 shares of the Company’s common stock (the “ Restricted Stock Unit Award ”) under the Company’s 2016 Stock Incentive Compensation Plan, which was filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2016. The Restricted Stock Unit Award will vest in equal installments on January 1, 2018, 2019 and 2020. The description of the Employment Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no understandings or arrangements between Mr. Ross and any other person to which Mr. Ross was appointed to serve as the Company’s Chief Financial Officer. Mr. Ross does not have any relationships requiring disclosure under Item 401(d) of Regulation S-K or any interests requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on January 26, 2017 disclosing the personnel change described in this Current Report on Form 8-K is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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DIFFERENTIAL BRANDS GROUP INC. |
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Date: January 31, 2017 |
By: |
/s/ Michael Buckley |
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Michael Buckley |
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Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Employment Agreement by and between Differential Brands Group Inc. and Bob Ross, dated January 30, 2017. |
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99.1 |
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Press release, dated January 26, 2017. |
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Exhibit 10.1
EXECUTION COPY
This EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of January 30, 2017, by and between Differential Brands Group, Inc., a Delaware corporation (the “ Company ”), and Bob Ross (“ Executive ”) sets forth the understanding which has been reached concerning the terms and conditions of the employment relationship between the parties hereto.
WHEREAS, Executive possesses experience in the apparel industry and brand licensing industry and has knowledge, experience and expertise concerning the type of business and operations to be conducted by the Company;
WHEREAS, the Company desires to employ Executive as the Chief Financial Officer of the Company, and Executive desires to be so employed by the Company, in each case, upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:
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3. Term . Executive’s employment shall commence on or about January 30, 2017 (the “ Start Date ”) and shall continue until December 31, 2019, unless otherwise terminated as provided herein , and further provided that the term of this Agreement shall automatically be extended for additional successive one (1) year renewal terms unless at least |
ninety days prior to the expiration of the then current term, the Company or the Executive shall have given written notice to the other party that this Agreement shall not be extended beyond the then current term (“ Term ”).
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Less than 80% |
0% |
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80% |
25% of Base Salary (37.5% of Base Salary after 2017) |
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90% |
35% of Base Salary (52.5% of Base Salary after 2017) |
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100% |
50% of Base Salary (75% of Base Salary after 2017) |
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Annual Bonuses, if applicable, shall be due and payable by the Company to Executive annually, commencing with the year ended December 31, 2017, payable no later than March 15 th after the end of the year to which it relates. The Annual Bonus (if any) may be paid, in the discretion of the Compensation Committee, in the form of cash, Company common stock, or a combination thereof.
Such vesting shall be subject to Executive’s continued employment with the Company through the applicable vesting date; provided , that upon a Change in Control (as defined below), any unvested portion of the Restricted Stock Unit Award will immediately vest. For purposes of this Agreement, a “ Change in Control ” shall mean any of the following:
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Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be or (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the incumbent board at the time of the execution of the initial agreement or of the action of the board providing for such Business Combination; or
For purposes hereof, the “ Excluded Persons ” shall mean William Sweedler, Matthew Eby, Tengram Capital Partners, L.P. and each of their respective Related Parties. For purposes of hereof, “ Related Party ” shall mean with respect to any person or entity, any other person or entity which (i) directly or indirectly, is controlling, controlled by or under common control with such person or entity, or (ii) directly or indirectly, is advised, managed, administered by such person or entity or any person or entity described in the immediately preceding clause (i). For purposes of this definition, “control” of a person or entity (including the terms “controlled by” and “under common control with”) means the power, directly or indirectly, to direct or cause the direction of the management or policies of such person or entity, whether through ownership of voting securities, the ability to exercise voting power, or by contract or otherwise.
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(f) Vacation . Executive shall be entitled to four (4) weeks of paid vacation per calendar year, which shall be capped at a maximum of six (6) weeks of accrued vacation. Executive shall endeavor to use his vacation in the calendar year in which it is accrued. |
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(a) General . Executive’s employment under this Agreement may be terminated prior to the expiration of the Term without any breach of this Agreement only on the following circumstances: |
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(i) a reduction in Executive’s rate of Base Salary, and/or the amount of Executive’s target Annual Bonus opportunity, or the Company fails to pay such amounts when due; |
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(v) a change in the reporting structure so that Executive reports to someone other than solely and directly to the CEO ; or |
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(vi) the Company requiring Executive to be based at a location outside of Los Angeles County, except for required travel on Company business. |
provided , however , that none of the events described in sub-sections (i)-( v ) shall constitute Good Reason unless and until (1) Executive reasonably determines in good faith that a Good Reason condition has occurred, (2) Executive notifies the Company in writing, describing in reasonable detail the condition which constitutes Good Reason within thirty (30) days of its occurrence, (3) the Company fails to cure such condition within thirty (30) days after the Company’s receipt of such written notice, and Executive has cooperated in good faith with the Company’s efforts to cure such condition (which cooperation will not require Executive to waive or otherwise diminish any of his rights hereunder), (4) notwithstanding such efforts, the Good Reason condition continues to exist and (5) Executive terminates his employment within thirty (30) days after the end of such thirty (30)-day cure period (if the Company cures the Good Reason condition during such cure period, Good Reason shall be deemed not to have occurred).
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(ii) any material breach by Executive of Executive’s covenants as they relate to: non-competition, Confidential Information, Intellectual Property or non-disparagement; |
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(v) Executive’s conviction of, or entry by Executive of a guilty or no contest plea to (1) a felony or (2) any misdemeanor involving moral turpitude (or their |
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equivalent in any non-United States jurisdiction) or otherwise involving theft, fraud, dishonesty or misrepresentation ;
provided that, for the purposes of this definition of Cause, no act or failure to act, on the part of Executive shall be considered “willful,” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including reputationally).
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(g) Without Cause . The Company may terminate Executive’s employment under this Agreement without Cause immediately upon written notice by the Company to Executive. |
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shall be at least thirty (30) days after Notice of Termination is given, or such earlier date as the Company shall determine, in its sole discretion, (v) if Executive’s employment is terminated pursuant to subsection 5(g), the date on which a Notice of Termination is given and (vi) if Executive is terminated upon expiration of the Term, the date of the expiration of the Term.
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(3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (“ Pro Rata Bonus ”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated; and |
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(4) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), with respect to the Company’s group health insurance plans in which Executive participated immediately prior to the Date of Termination (“ COBRA Continuation Coverage ”), the Company shall pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (A) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (B) eighteen (18) months following the Date of Termination. |
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(iii) Termination upon Death . In the event of Executive’s death, the Company shall pay or provide to Executive’s estate: (1) the Amounts and Benefits, and (2) the Prior Year Bonus. |
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by any compensation earned by Executive as the result of Executive’s employment by another employer or business or by profits earned by Executive from any other source at any time before and after Executive’s Date of Termination.
(b) None of the Company or any of its subsidiaries or affiliates (collectively, the “ Company Entities ”) wish to incorporate any unlicensed or unauthorized material into their products or services. Therefore, Executive agrees that he will not disclose to the Company, use in
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the Company’s business, or cause the Company to use, any information or material which is a trade secret, or confidential or proprietary information, of any third party, including, but not limited to, any former employer, competitor or client of Executive, unless the Company has a right to receive and use such information or material. Executive will not incorporate into his work any material or information which is subject to the copyrights of any third party unless the Company has a written agreement with such third party or otherwise has the right to receive and use such material or information.
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(b) Non-solicitation . During the term of Executive’s employment with the Company and for the Restricted Period following termination of such employment under any circumstances, Executive shall not, directly or indirectly, (i) employ, cause to be employed or hired, recruit, solicit for employment or otherwise contract for the services of, or establish a business relationship with (or assist any other person in engaging in any such activities), any person who is, or within twelve (12) months before any date of determination was (and, following the termination of Executive’s employment with the Company, within twelve (12) months before such termination, was) an employee, agent or consultant of the Company Entities; (ii) otherwise induce or attempt to induce (or assist any other person in engaging in any such activities) any employee, agent or contractor of any Company Entity to terminate such person’s employment or other relationship with the Company Entities, or in any way interfere with the relationship between any Company Entity and any such employee, agent or contractor; (iii) use any Confidential Information to solicit or attempt to solicit (otherwise than on behalf of any Company Entity) any person that is, or within twelve (12) months before any date of determination was (and, following the termination of Executive’s employment with the Company, within twelve (12) months before such termination, was) a client, lender, investor, customer, supplier, licensee or business relation of any Company Entity, or who any Company Entity solicited to be a client, lender, investor, customer, supplier or licensee during such twelve (12)-month period, or induce or attempt to induce any such person to cease, reduce or not commence doing business with any Company Entity (or assist any other person in engaging in any such activities); or (iv) interfere in any way with the relationship between any Company Entity and any person that is or was a client, lender, investor, |
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customer, supplier, licensee or other business relation of such Company Entity (or assist any other person in engaging in any such activities).
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the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other Intellectual Property used by the Company or held for use in the business of the Company, including all Work Product. Executive further acknowledges and agrees that, subject to applicable law, any and all derivative works, developments, or improvements based on Intellectual Property, materials and assets subject to this Section 7 created during the Term (including, without limitation, the Work Product) shall be exclusively owned by the Company. Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Term), in the application, confirmation, registration, protection, maintenance and enforcement of the rights and property of the Company and its affiliates in such Intellectual Property, materials and assets, including, without limitation, the Work Product.
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equity, the Company and its subsidiaries and affiliates shall be entitled to: (i) cease or withhold payment to Executive of any payments described in Section 5 (other than the Amounts and Benefits), for which he otherwise qualifies under such Section 5, (ii) institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law, and (iii) an equitable accounting by any court of competent jurisdiction of all profits or benefits arising out of such violation.
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will survive termination of this Agreement. The Company agrees that the Executive shall be covered and insured up to the full limits provided by all directors’ and officers’ insurance which the Company then maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors), subject to applicable deductibles and to the terms and conditions of such policies.
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to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.
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(d) Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Code Section 409A. |
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(e) This Agreement may be executed by the parties in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one |
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and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.
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(f) All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law. |
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11. Legal Fees. The Company shall reimburse the Executive for legal fees incurred in connection with the negotiation of this Agreement up to a maximum amount of $15,000.00. |
12. Notices . All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by telecopy (receipt confirmed), mailed by certified mail, return receipt requested, or delivered by a recognized overnight courier service, to be delivered at such address as is indicated below, or at such other address or to the attention of such other person as the recipient has specified by prior written notice to the sending party. Notice shall be effective when so personally delivered, one (1) business day after being sent by telecopy or recognized overnight courier service, or five (5) days after being mailed.
Differential Brands Group, Inc.
Attention: Chief Executive Officer
With a copy to:
Tengram Capital Partners, L.P.
15 Riverside Avenue, First Floor
Bob Ross, at the address in the Company’s payroll records
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 30 th day of January, 2017.
DIFFERENTIAL BRANDS GROUP, INC. |
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By: |
/s/ Michael Buckley |
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Name: Michael Buckley |
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Title: CEO |
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EXECUTIVE |
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/s/ Bob Ross |
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Name: Bob Ross |
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EXHIBIT A
Separation Agreement and Release
This Separation Agreement and Release (“Agreement”) is made by and between Bob Ross (“Executive”) and Differential Brands Group, Inc. (the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of January ___, 2017 (the “ Employment Agreement ”); and
WHEREAS, in connection with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective ________, 20__, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executive’s ownership of vested equity securities of the Company or one of its affiliates or Executive’s right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law (collectively, the “ Retained Claims ”).
NOW, THEREFORE, in consideration of the severance payments and benefits described in Section 5(j) of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1. Severance Payments; Salary and Benefits . The Company agrees to provide Executive with the severance payments and benefits described in Section 5(j) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive the Amounts and Benefits described in Section 5(j)(1) of the Employment Agreement, subject to and in accordance with the terms thereof.
2. Release of Claims . Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “ Releasees ”). Executive, on his own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
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(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of that relationship; |
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(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; |
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(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; |
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(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002; |
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(e) any and all claims for violation of the federal or any state constitution; |
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(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and |
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(g) any and all claims for attorneys’ fees and costs. |
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This release further does not release claims for breach of this Agreement.
3. Acknowledgment of Waiver of Claims under ADEA . Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or
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claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement; (c) Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.
4. Severability . In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
5. No Oral Modification . This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.
6. Governing Law; Dispute Resolution . This Agreement shall be subject to the provisions of Section 10 of the Employment Agreement.
7. Effective Date . If Executive has attained or is over the age of 40 as of the date of Executive’s termination of employment, then each Party has seven days after that Party signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”). If Executive has not attained the age of 40 as of the date of Executive’s termination of employment, then the “Effective Date” shall be the date on which Executive signs this Agreement.
8. Voluntary Execution of Agreement . Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.
COMPANY
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EXECUTIVE |
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By: |
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Bob Ross |
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Exhibit 99.1
Differential Brands Group Appoints Bob Ross as Chief Financial Officer
LOS ANGELES, CA, January 26, 2017 (BUSINESS WIRE) – Differential Brands Group Inc. (the “Company”) (NASDAQ:DFBG), today announced that Bob Ross has been appointed Chief Financial Officer, effective January 30, 2017, replacing Hamish Sandhu. In this role, he will report to Michael Buckley, the Company’s Chief Executive Officer.
Mr. Ross brings more than 20 years of finance and operations experience to this role and is highly proficient across multi-channel specialty apparel and housewares brands. For more than 12 years, Mr. Ross held various financial and operational executive roles at Urban Outfitters. During this tenure, he helped to guide the company through the most successful period in their 46-year history, building strong global teams and infrastructure and supporting their market capitalization growth from $100 million to almost $7 billion. More recently, Mr. Ross served as Chief Financial Officer of Nasty Gal, Inc. Prior to that, he held the Chief Financial Officer Position at Ideeli Inc. He holds a bachelor’s degree in accounting from Drexel University and is a Certified Public Accountant.
Mr. Buckley commented, “We are thrilled to welcome Bob to Differential Brands Group, and believe that he will be a valuable part of our team as we prepare for the significant growth opportunities ahead of us. Bob has vast global experience and an excellent track record growing lifestyle brands and retail concepts through multiple channels, including retail, e-commerce, wholesale distribution, and licensing partners in both domestic and international markets. We are excited to leverage his expertise as we continue to grow the business and we are confident that he will play an integral role in the long-term development of Differential Brands Group.”
Mr. Ross said, “I am excited to be joining the Differential Brands team. I believe that the Company’s premium brands and core initiatives position it well to achieve long-term, profitable growth. I look forward to working with the entire team to build on the strong progress that has been made to date and continue growing the Company.”
Mr. Buckley added, “On behalf of the Board of Directors and management team, we thank Hamish for his years of service and contributions during his tenure as Chief Financial Officer.”
About Differential Brands Group;
Differential Brands Group Inc. (NASDAQ: DFBG ) is a platform that focuses on branded operating companies in the premium apparel, footwear and accessories sectors. Our focus is on organically growing our brands through a global, omni-channel distribution strategy while continuing to seek opportunities to acquire accretive, complementary, premium brands.
Our current brands are Hudson®, a designer and marketer of women's and men's premium, branded denim and apparel, Robert Graham®, a sophisticated, eclectic apparel and accessories brand seeking to inspire a global movement, and SWIMS®, a Scandinavian lifestyle brand best known for its range of fashion-forward, water-resistant footwear, apparel and accessories. For more information, please visit Differential's website at: www.differentialbrandsgroup.com .
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The matters discussed in this news release involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements in this news release that are not purely historical facts are forward-looking statements, including statements containing the words “may,” “will,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “believe,” “plan,” “project,” “will be,” “will continue,” “will likely
result” or similar expressions. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to: the anticipated benefits of the RG Merger and acquisition of SWIMS on the Company’s financial results, business performance and product offerings; the Company’s ability to successfully integrate the Company’s brands and realize cost savings and any other synergy; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the Company expects; continued acceptance of our product, product demand, competition, capital adequacy, general economic conditions and the potential inability to raise additional capital if required; the risk that the Company will be unsuccessful in gauging fashion trends and changing customer preferences; the risk that changes in general economic conditions, consumer confidence, or consumer spending patterns will have a negative impact on the Company’s financial performance; the highly competitive nature of the Company’s business in the United States and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors; the Company’s ability to respond to the business environment and fashion trends; continued acceptance of the Company’s brands in the marketplace; and other risks. The Company discusses certain of these factors more fully in its additional filings with the SEC, including its annual report on Form 10-K for the fiscal year ended November 30, 2015 and subsequent quarterly reports on Form 10-Q filed with the SEC, and this release should be read in conjunction with those reports, together with all of the Company’s other filings, including current reports on Form 8-K, through the date of this release. The Company urges you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this release.
Investor Relations:
ICR, Inc.
Jean Fontana, 203-682-8200
Jean.fontana@icrinc.com
or
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Brittany Fraser, 203-682-8200
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