Exhibit 4.11
AMENDMENT TO RESTRICTED STOCK AGREEMENT
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT is made and entered into
as of May 1, 1997, by and among Wilsons The Leather Experts Inc., a Minnesota
corporation (the "Company"), ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"),
▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇"), ▇▇▇ ▇▇▇▇▇
(▇▇▇▇▇), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇").
WHEREAS, as of the date of this Agreement, the Company, Waller,
Rogers, Lund, Sharp, Bode, Jaffe, Treff, Goff, Tidmarsh and certain other
employees of the Company are parties to a Restricted Stock Agreement dated as of
May 25, 1996 (the "Restricted Stock Agreement"), which relates to the shares of
Class B Common Stock of the Company that constitute Restricted Shares, as that
term is defined in the Restricted Stock Agreement, as long as such Restricted
Shares remain unvested under the terms of the Restricted Stock Agreement (the
Restricted Shares that remain unvested at the time in question are hereinafter
sometimes referred to as "Unvested Restricted Shares") and which provides for
the vesting of all or part of the Unvested Restricted Shares in certain events;
and
WHEREAS, 1,080,000 Restricted Shares (after giving effect to the
October 11, 1996 .90 for 1 reverse stock split) were initially subject to the
Restricted Stock Agreement; and
WHEREAS, of that 1,080,000 Restricted Shares, approximately 198,018
shares have vested prior to the date of this Agreement based upon the Company's
performance during the Measuring Period, as defined in the Restricted Stock
Agreement, ended February 1, 1997; and
WHEREAS, paragraph 2(a) of the Restricted Stock Agreement provides
that no later than the beginning of each Measuring Period, commencing with the
Measuring Period ending on January 31, 1998, the Board of Directors of the
Company shall determine Target Annual EBITDA, as defined in the Restricted Stock
Agreement, at the last day of the Measuring Period (the "Measuring Date"), which
shall be at least $1 more than Target Annual EBITDA at the immediately preceding
Measuring Date; and
WHEREAS, Target Annual EBITDA at the Measuring Date occurring on
February 1, 1997 was established in the Restricted Stock Agreement at
$50,690,000 based upon the fact that the Measuring Period ended on February 1,
1997 did not commence until May 26, 1996, such that the losses incurred from
February through May 25, 1996 (the "1996 Pre-Agreement Period") were not
included in calculating such Target Annual EBITDA; and
WHEREAS, because such Measuring Period did not begin until May 26,
1996, the employees of the Company receiving Restricted Shares did not benefit
from the improvement in the actual losses from operations during the 1996 Pre-
Agreement Period as compared to the objectives established with respect to such
losses for the 1996 Pre-Agreement Period; and
WHEREAS, all Measuring Periods subsequent to the Measuring Period
ended on February 1, 1997 are twelve-month periods which will include the losses
from operations that customarily occur prior to May 26 of each Measuring Period;
and
WHEREAS, the Board of Directors has determined, based upon the budget
of the Company for the fiscal year ending January 31, 1998 that has been
approved by it, that that Target Annual EBITDA for the Measuring Period ending
on January 31, 1998 shall be $36,531,000, provided that the Restricted Stock
Agreement is amended to authorize such Target Annual EBITDA; and
WHEREAS, the parties hereto deem it desirable to so amend the
Restricted Stock Agreement and to further amend the Restricted Stock Agreement
to create more flexibility as to the date by which the Board of Directors of the
Company must determine Target Annual EBITDA; and
WHEREAS, paragraph 12 of the Restricted Stock Agreement provides that
the Restricted Stock Agreement may be amended by a writing signed by the Company
and the employees who, together with their Permitted Transferees, as defined in
the Restricted Stock Agreement, hold at least 80% of the Unvested Restricted
Shares that are then outstanding; and
WHEREAS, the parties hereto other than the Company hold at least 80%
of the Unvested Restricted Shares that are presently outstanding.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Paragraph 2(a) of the Restricted Stock Agreement is hereby amended in
its entirety to read as follows:
(a) Notwithstanding anything to the contrary provided in this
Agreement but subject to the provisions of paragraph 2(b) hereof,
Target Annual EBITDA at the Measuring Date occurring on January
31, 1998 shall be $36,531,000. No later than March 15 of each
Measuring Period, commencing with the Measuring Period ending on
January 30, 1999, the Board of Directors shall determine Target
Annual EBITDA at the Measuring Date occurring on the last day of
such Measuring Period. Target Annual EBITDA at any such
Measuring Date occurring on or after January 30, 1999, as so
determined by the Board, shall be at least
2
$1 more than Target Annual EBITDA at the immediately preceding
Measuring Date (as adjusted in any manner determined by the Board
in good faith to be equitable in the event of an intervening
acquisition or disposition of any business operations by the
Company or any of its Subsidiaries (through stock purchase, asset
acquisition or disposition, merger or otherwise) other than in
the ordinary course of business). The Company shall notify each
Employee and CVS New York, Inc. in writing of the Board's
determination of Target Annual EBITDA at any Measuring Date
promptly after making the same, provided that failure to give
such notice on a timely basis shall not effect the vesting of the
Restricted Shares hereunder.
2. All references to Melville Corporation in the Restricted Stock
Agreement shall be deemed to be references to CVS New York, Inc. to
reflect the change in the name of Melville Corporation to CVS New
York, Inc.
3. The Restricted Stock Agreement shall continue in full force and
effect, unmodified except as expressly amended hereby.
4. This Agreement may be executed in two or more counterparts; each of
which shall be an original, but all of which shall constitute but one
agreement, and shall be effective only if executed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
WILSONS THE LEATHER EXPERTS INC.
By ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its Chairman
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