GPS » Topics » Jenny J. Ming

This excerpt taken from the GPS DEF 14A filed Apr 26, 2007.

Jenny J. Ming

In July 2006, we entered into an agreement with Ms. Ming regarding her separation from the Company. The agreement provides that Ms. Ming will receive a lump sum gross amount of $500,000 on or after April 16, 2007 and bi-weekly payments of $38,461.54 from April 16, 2007 until April 15, 2008. Any and all payments to Ms. Ming are conditioned on the following:

 

  i. Adherence to all terms and conditions of the agreement. Any breach or violation of any term will result in the cessation or forfeiture of all such payments, compensation and benefits under the agreement.

 

  ii.

In the event Ms. Ming engages in any work (broadly defined in the agreement) from October 15, 2006 to April 15, 2007 with, for, or as a competitor (defined for this purpose as any potential, new or existing business engaged in the apparel or accessories industries), Ms. Ming will be paid a prorated amount of the $500,000 lump sum amount noted above for the portion of time between October 15, 2006 and April 15, 2007 in which

 

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she is not engaged in work for a competitor, and all further payments will cease and be forfeited, including compensation and benefits under the agreement.

 

  iii. In the event Ms. Ming engages in any work from April 16, 2007 to October 15, 2007: (1) with, for or as a competitor with annual sales in excess of $100 million; or (2) with, for, or as part of any new venture or start-up engaged in the apparel or accessories industry with any direct or indirect third-party financing or funding, all further payments will cease and be forfeited, including compensation and benefits under the agreement.

 

  iv. In the event Ms. Ming engages in any work from October 16, 2007 to April 15, 2008 with, for, or as a competitor with annual sales in excess of $100 million, all further payments will cease and be forfeited, including compensation and benefits under the agreement.

 

  v. In the event Ms. Ming engages in any work during the 18-month period beginning October 15, 2006 and ending April 15, 2008, payments under the agreement will be offset by any such income from such Work, except that there will be no offset for compensation derived from participation on any Board of Directors for a company or organization that is not a competitor (“non-competitor board work”).

 

  vi. Ms. Ming’s agreement to notify us within five days of her engagement in any work between October 15, 2006 through April 15, 2008, with the exception of non-competitor board work.

On or after April 16, 2007, Ms. Ming will also receive a lump sum equivalent of the amount of the Company’s contribution to the cost of healthcare premiums and financial planning assistance for 18 months, which we have estimated has a value of $30,800. In addition, Ms. Ming will be reimbursed for up to $15,000 total for the amount she might spend on outplacement, legal or financial advice related to the agreement.

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