THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the
"Amendment") is made and entered into this 19th day of May, 1997,
by and between XXXX STORES, INC. (the "Company") and Xxxxxxx
Xxxxxxx (the "Executive").
A. The Company and the Executive have previously
entered into an Employment Agreement as of February 1, 1995, as
amended (the "Agreement").
B. It is now the intention of the Company and the
Executive to further amend the Agreement.
1. Accordingly, the Company and the Executive hereby
amend the Agreement to add the following to the end of
paragraph 4(a):
"In the event of the occurrence of a Change of
Control (as defined in paragraph 7(f) hereof),
then during the period commencing on the effective
date of the Change of Control and expiring two
years thereafter (the "Remaining Term"), the
Executive shall receive as additional salary the
aggregate amount of $1,500,000 per year (the
"Additional Salary") which shall be payable in
equal installments during the Remaining Term in
accordance with the Company's normal payroll
policies applicable for senior officers. The
provisions of Section 1 ("Term") of the Agreement,
notwithstanding the Executive's employment by the
Company under this Agreement shall continue until
the later of (a) the expiration of the Remaining
Term and (b) the expiration of any extension
pursuant to Section 1. If any portion of the
Additional Salary is subject to the tax ("Excise
Tax") imposed by Section 4999 of the Internal
Revenue Code, the Company shall reimburse the
Executive in such amounts so that, after deduction
of any Excise Taxes paid by the Executive and any
federal, state or local income tax and Excise
Taxes paid as a result of such reimbursements, the
net amounts retained by the Executive are equal to
the Additional Salary. For all purposes of
Section 9 hereof ("Compensation and Benefits Upon
Termination"), the Additional Salary shall be
included within the term "salary" as used in such
Section. The Executive's entitlement to this
Additional Salary is expressly conditional upon
the Executive's compliance with the terms of this
Agreement."
2
2. Except as modified by this Amendment, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this
Third Amendment to Employment Agreement as of the date and year
first above written.
XXXX STORES, INC. EXECUTIVE
By: /s/X. Xxxxx /s/Xxxxxxx Xxxxxxx
Its: Chairman, Compensation Committee Xxxxxxx Xxxxxxx
