DRAFT
-4-
FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the
"Amendment") is entered into and made effective as of this 5th
day of May, 2000, by and between Stage Stores, Inc., a Delaware
corporation (the "Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual
(the "Executive").
WITNESSETH:
WHEREAS, the Company and Executive entered into, executed
and delivered a certain Employment Agreement dated February 22,
2000 (the "Agreement"), under which Agreement the Company hired
the Executive to perform the duties of Chairman, Chief Executive
Officer and President of the Company on a temporary basis subject
to the terms and conditions as described therein; and
WHEREAS, since the execution and delivery of the Agreement,
the Company has experienced financial difficulties which were not
anticipated at such time, and due to such financial difficulties,
the Company has determined that it is in the best interest of the
Company for the Executive to remain in his present capacity with
the Company a period of time beyond that described in the
Agreement including but not limited to any potential
reorganization process; and
WHEREAS, the Company desires to amend the Agreement in order
for the Executive to remain with the Company; and the Executive
desires to remain with the Company in his current capacity upon
the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained, the parties hereby agree as follows:
1. The definition of "Guaranteed Term" in Section 1(f) is
hereby amended in its entirety to read as follows:
"(f) "Guaranteed Term" shall mean that period of time
commencing on the Effective Date and concluding on the date
of consummation of the confirmation of any plan of
reorganization or the effective date of a Termination Notice
voluntarily submitted by Executive to the Company, whichever
is earlier. The Guaranteed Term shall not be shortened by
termination of the Executive's employment by the Company or
by Death, Disability or any other reason."
2. The definition of "Option" in Section 1(g) is hereby
deleted in its entirety.
3. Section 6 "Stock Options" is hereby deleted in its
entirety.
4. Section 8(iii) is hereby deleted in its entirety.
5. In section 10, the last clause of ", including but not
limited to the Option" is hereby deleted.
6. Section 4(iv) is hereby added to the Agreement and
shall read in its entirety as follows:
"(iv) In the event the Company completes a
successful reorganization, the Company shall pay the
Executive a bonus in an amount approved by the applicable
bankruptcy court, and such amount shall be paid to the
Executive in a lump sum payment, less applicable withholding
for taxes, which payment shall be due and payable on the
date such bonus is approved by the applicable bankruptcy
court."
7. Section 4(v) is hereby added to the Agreement and shall
read in its entirety as follows:
"(v) Company shall indemnify and hold the Executive
harmless from and against any and all claims or liabilities,
of whatever nature, asserted by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or
any other present or past officer, director or employee of
the Company, to the fullest extent permitted by law and the
Company's Articles of Incorporation, as amended, and Bylaws,
as amended, including but not limited to advancing any and
all necessary costs and expenses for defending any such
claims as the same are incurred."
8. The Company and Executive hereby voluntarily,
unconditionally and irrevocably agree to: (i) terminate, rescind
and revoke any and all options, warrants or other instruments
which may be or are convertible into securities of the Company or
any of its subsidiaries or affiliates, including but not limited
to that certain Incentive Stock Option Agreement dated February
22, 2000, and (ii) release and forever discharge the other from
any and all duties, obligations, liabilities or responsibilities
owed or accruing to the other under any such options including
but not limited to any duties, obligations, liabilities or
responsibilities as a result of the termination, rescission and
revocation of such options.
9. All of the terms, conditions, covenants,
representations, warranties and agreements contained in the
Agreement, except as to the extent amended by this Amendment, and
all other documents, instruments and agreements made and
delivered in connection therewith, shall remain in full force and
effect and continue to be binding upon the parties hereto and
thereto according to their respective terms. By executing and
delivering this Amendment, the Company and Executive hereby
expressly ratify and reaffirm the terms and conditions of the
Agreement.
10. Governing Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this
Amendment shall be governed by, and construed in accordance with,
the laws of the State of Texas, without giving effect to any
choice of law or conflict of law rules or provisions (whether of
the State of Texas or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the
State of Texas. Accordingly, the internal law of the State of
Texas shall control the interpretation and construction of this
Amendment, even if under the jurisdiction's choice of law or
conflict of law analysis, the substantive law of some other
jurisdiction would ordinarily apply.
11. Successors and Assigns. This Amendment shall be
binding upon the successors, assigns, heirs, legatees, devisees,
executors, administrators, receivers, trustees and
representatives of Executive and shall inure to the benefit of
the Company and its subsidiaries and their respective successors,
assigns, administrators, receivers, trustees and representatives.
12. Multiple Counterparts. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same agreement.
13. Further Assurances. Executive and the Company covenant
and agree that each will execute any additional instruments and
take any actions as may be reasonably requested by the other
party to confirm or perfect or otherwise to carry out the intent
and purpose of this Amendment.
14. Entire Agreement. This Amendment contains and
constitutes the entire agreement between Executive and the
Company and supersedes and cancels any prior agreements,
representations, warranties, or communications, whether oral or
written, between Executive and the Company relating to the
subject matter hereof in any way.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment effective as of the day and year first
above written.
"COMPANY" STAGE STORES, INC.,
a Delaware corporation
By: /s/▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: EVP, Human Resources
"EXECUTIVE" By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual
