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EXHIBIT 10.19
AMENDMENT TO
DEFERRED COMPENSATION AGREEMENT, SEVERANCE AGREEMENT,
AND AGREEMENT TO SECURE CERTAIN CONTINGENT PAYMENTS
THIS AMENDMENT TO DEFERRED COMPENSATION AGREEMENT, SEVERANCE
AGREEMENT, AND AGREEMENT TO SECURE CERTAIN CONTINGENT PAYMENTS between Xxxxxxx
Fabrics, Inc., a Delaware corporation (the "Corporation"), and Xxxxx X. Xxxx
(the "Executive"), dated as of the 13th day of June, 1996 (the "Agreement").
W I T N E S S E T H :
WHEREAS, the Corporation has entered into a certain "Agreement" with
the Executive dated June 9, 1988 which has subsequently been amended (as so
amended, the "Deferred Compensation Agreement"); and
WHEREAS, the Corporation has entered into an Amendment, Extension and
Restatement of Severance Agreement dated March 14, 1996 ("Severance Agreement")
which is in some respects related to the Deferred Compensation Agreement; and
WHEREAS, the Corporation has entered into an Agreement to Secure
Certain Contingent Payments dated June 9, 1988 which has subsequently been
amended (as so amended, the "Agreement to Secure") which is in some respects
related to the Deferred Compensation Agreement; and
WHEREAS, for the reasons recited in the Deferred Compensation
Agreement and, further, to reflect the increased responsibilities of the
Executive and the increased importance to the Corporation of the continued
availability of the services of the Executive, the Corporation desires to amend
the Deferred Compensation Agreement and to make conforming amendments to the
Severance Agreement and to the Agreement to Secure;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and contained in the Deferred Compensation Agreement, the
Severance Agreement and the Agreement to Secure, it is hereby agreed by and
between the Corporation and the Executive as follows:
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1. Paragraph 1 of the Deferred Compensation Agreement is hereby
amended to provide that "said date" specified therein shall be October 31,
2001.
2. Paragraph 2 of the Deferred Compensation Agreement is hereby
amended to provide that the "monthly amount" specified therein shall be
$4,166.67.
3. Paragraph 3 of the Deferred Compensation Agreement is hereby
amended to provide that the "total amount" specified therein shall be
$750,000.00.
4. Paragraph 16(b)(ii)(B) of the Deferred Compensation Agreement
is hereby amended to delete the words and figures "Employee's 60th birthday"
and substitute in lieu thereof the words and figures "Employee's 55th
birthday."
5. Paragraph 5(a)(IV) of the Severance Agreement is hereby
amended to delete the words and figures "Executive's 60th birthday" and
substitute in lieu thereof the words and figures "Executive's 55th birthday."
6. The first RECITAL of the Agreement to Secure is hereby amended
to delete the parenthetical wording "("Deferred Compensation Agreement")" and
substitute in lieu thereof "(as subsequently amended, the Deferred Compensation
Agreement")."
7. Except as so amended, the Deferred Compensation Agreement, the
Severance Agreement, and the Agreement to Secure shall remain in full force and
effect.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf, and its
corporate seal to be hereunto affixed, all as of the day and year first above
written.
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XXXXX X. XXXX
"Executive"
XXXXXXX FABRICS, INC.
By:
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[Seal] Its:
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