EXHIBIT 10-H-4
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FIRST AMENDMENT TO XXXX X. XXXXX
SUPPLEMENTAL BENEFIT COMPENSATION AGREEMENT
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The Xxxx X. Xxxxx Supplemental Benefit Compensation Agreement effective
as of December 23, 1999 is hereby amended as of the date hereof, unless
otherwise specifically provided, as follows:
I. Paragraph 2(b) is amended to read as follows:
The "Present Value" of Employee's After-Tax Supplemental Benefits shall
be determined using the interest rate then in effect by reference to the
IRS 4-Year Weighted Average Interest Rate and the 1983 Group Annuity
Mortality Table (the "1983 GAM"), as such 1983 GAM may be amended,
revised or updated from time to time.
II. Paragraph 3 is amended as follows:
A. Paragraph 3(ii) is amended to read as follows:
(ii) The death of the Employee or the discharge by the Company of
Employee from the employment of Company or a subsidiary of
Company without Cause or a termination by Employee for Good
Reason (Cause and Good Reason shall be defined as defined in the
most recent Employment Agreement entered into by the Employee and
the Company ("Employment Agreement");
B. The first full sentence of the flush paragraph immediately following
Paragraph 3(ii) is amended to read as follows:
In the event of a termination of Employee's employment initiated
by the Employee not for Good Reason (as defined in the
"Employment Agreement") prior to the expiration of the five-year
period, the Company shall continue to make the deposits in the
form and at the times described in the first sentence of this
paragraph 3 during the remainder of the five-year period.
C. The last sentence of Paragraph 3 is amended to read as follows:
Notwithstanding the foregoing, in the event that (i) the Employee
is discharged by the Company for Cause as defined in the
Employment Agreement, (ii) the Employee willfully, intentionally
and materially breaches the confidentiality and non-disparagement
provisions of paragraph 7 of the Employment Agreement, or (iii)
the Employee withdraws funds from the account prior to the
termination of employment with the Company, no further deposit
shall be made to the Employee's segregated account by the Company
under this Agreement.
III. Except as otherwise provided herein, the Supplemental Benefit
Compensation Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
as of the 27th day of November, 2000.
HARTMARX CORPORATION
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Executive
Vice President & Chief Financial
Officer
/s/ XXXX X. XXXXX
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XXXX X. XXXXX
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