Change In Control Agreement

CHANGE IN CONTROL AGREEMENT


BETWEEN


R. G. BARRY CORPORATION


AND


DONALD VAN STEYN


THIS AGREEMENT is made to be effective as of January 4, 2001, by and between DONALD VAN STEYN (the "Executive") and R. G. Barry Corporation, an Ohio corporation (the "Corporation").


BACKGROUND


In order to induce the Executive to remain in the employ of the Corporation, the Corporation wishes to provide the Executive with certain severance benefits in the event his employment with the Corporation terminates subsequent to a change in control of the Corporation under the circumstances described herein.


NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:


12. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings unless otherwise expressly provided in this Agreement:


(i) Change in Control. A "Change in Control" shall be deemed to have occurred if (i) any "person" (as that term is used in ss.13(d) and ss.14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) on the date hereof, including any "group" as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof (an "Acquiring Person"), shall hereafter acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or class of the Corporation which results in such person or group possessing more than 50.1% of the total voting power of the Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation (a "Control Acquisition"); or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Corporation immediately before the completion of the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.


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(ii) Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.


(iii) Effective Period. The "Effective Period" means the 36-month period following any Change in Control (even if such 36-month period shall extend beyond the term of this Agreement or any extension thereof).


(iv) Termination for Cause. The Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued refusal by the Executive substantially to perform his duties with the Corporation (other than any such refusal resulting from his incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner in which it is believed that the Executive has refused substantially to perform his duties, (B) failure of Executive to comply with any applicable law or regulation affecting the Corporation's business, (C) the commission by Executive of an act of fraud upon or an act evidencing bad faith or dishonesty toward the Corporation, (D) conviction of Executive of any felony or misdemeanor involving moral turpitude, (E) the misappropriation by Executive of any funds, property, or rights of the Corporation, or (F) Executive's breach of any of the provisions of this Agreement.


(v) Termination For Good Reason. "Good Reason" shall mean, unless the Executive shall have consented in writing thereto, termination by the Executive of his employment because of any of the following:


(A) a reduction in the Executive's title, duties, responsibilities or status, as compared to such title, duties, responsibilities or status immediately prior to the Change in Control or as the same may be increased after the Change in Control;


(B) the assignment to the Executive of duties inconsistent with the Executive's office on the date of the Change in Control or as the same may be increased after the Change in Control;


(C) a reduction by the Corporation in the Executive's base salary as in effect immediately prior to the Change in Control or as the same may be increased after the Change in Control or a reduction by the Corporation after a Change in Control in the Executive's total compensation (including bonus) so that the Executive's total cash compensation in a given calendar year is less than 90% of Executive's total compensation for the prior calendar year;


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(D) a requirement that the Executive relocate anywhere not mutually acceptable to the Executive and the Corporation or the imposition on the Executive of business travel obligations substantially greater than his business travel obligations during the year prior to the Change in Control;


(E) the relocation of the Corporation's principal executive offices to a location outside the greater Columbus, Ohio area;


(F) the failure by the Corporation to continue in effect any material fringe benefit or compensation plan, retirement plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating at the time of a Change in Control (or plans providing the Executive with substantially similar benefits), the taking of any action by the Corporation which would adversely affect the Executive's participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit enjoyed by him at the time of the Change in Control, or the failure by the Corporation to provide him with the number of paid vacation days to which he is then entitled on the basis of years of service with the Corporation in accordance with the normal vacation policy in effect immediately prior to the Change in Control; or


(G) any breach of this Agreement on the part of the Corporation.


(vi) Notice of Termination. A "Notice of Termination" shall mean a notice which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment.


(vii) Date of Termination. "Date of Termination" shall mean (A) if this Agreement is terminated for Disability, 30 days after a Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such 30-day period), (B) if the Executive's employment is terminated for Cause, the date specified in the Notice of Termination, (C) if the Executive's employment is terminated by death, the date of death, and (D) if the Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given, or, if the Corporation terminates the Exec ...