EXHIBIT 10.3
SPECIALTY RETAIL GROUP, INC.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
January 24, 1997
Xx. Xxxxxx X. Xxxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxxxx:
This will confirm our understanding as follows:
Subject to 3 below, Specialty Retail Group, Inc. ("SRG") shall have
the right to assume the Employment Agreement ("Agreement") between you and
Building Blocks, Inc. (as same has been amended regarding your ceasing to be an
officer).
2. In the event your employment is terminated, (i) by Building
Blocks, Inc. or SRG (if applicable) other than for cause as defined in the
Agreement, (ii) by your withdrawal other than due to a failure of Building
Blocks, Inc. or SRG (if applicable) to pay your salary when due, or (iii) as the
result of your death or disability as defined in the Agreement, (each a "Rights
Continuation Termination"), then SRG shall be liable under the guarantee or, if
applicable, under the Agreement to continue to pay the salary due under the
Agreement (or in the case of death or disability the amounts provided in the
Agreement), except that the amounts payable will be reduced by any income (other
than investment or other passive income) or compensation
you earn elsewhere during the period the guarantee (or payment obligation) is in
effect.
3. In the event SRG assumes the Agreement, then on the later of (i)
June 30, 1997 or (ii) such date as there is no bona fide need for your services
in connection with Building Blocks, Inc. you shall have the right to terminate
your employment with SRG on 15 days' notice, and such termination shall be
deemed a Rights Continuation Termination.
4. In the event that subsequent to the termination of your
employment with SRG and its subsidiary, SRG requires your assistance in
connection with future inquiries, claims, etc., arising out of events which
occurred during the period in which you were employed by SRG or any of its
affiliates, and as to which you have knowledge or information, you agree to make
yourself available to SRG's management (subject to your availability in light of
the requirements of your then current employment or business activities) on
reasonable notice for reasonable periods of time to consult with respect thereto
at a fee of $100 per hour. You shall not be required hereby to provide more than
five hours in any given week during the first two months after termination of
your employment, or more than 10 hours in any 90 day period for the 10
succeeding months. Thereafter you shall not have any obligation to provide any
minimum number of hours pursuant hereto.
Very truly yours,
ACCEPTED AND AGREED: SPECIALTY RETAIL GROUP, INC.
/s/ XXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX
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Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx, Chairman
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