Exhibit 10.1
June 23, 2003
EMPLOYMENT AGREEMENT AMENDMENT
Amendment Number 2
This Amendment Number 2 to the Employment Agreement, made as of September
1, 2002 and amended by Amendment Number 1 thereto made as of September 1, 2002
(as so amended, the "Employment Agreement"), between Hanover Direct, Inc., a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxx ("Xxxxx"), shall be
effective as of August 3, 2003.
W I T N E S S E T H :
WHEREAS, the Company and Xxxxx entered into the Employment Agreement; and
WHEREAS, the Company and Xxxxx now desire to amend the Employment
Agreement in certain respects.
NOW, THEREFORE, it is agreed by and between the parties hereto to the
following amendments to the Employment Agreement:
1. The first sentence of paragraph 4(a) of the Employment Agreement is
hereby amended to read as follows:
"In consideration for providing his services as President/CEO,
during the Agreement Term, Xxxxx shall receive, in addition to the
other consideration provided in this Agreement, compensation at the
rate of $67,500 per month or $810,000 per annum (the "Base
Compensation"), payable in accordance with the Company's normal
payroll policies; provided, however, that for purposes of the 2002
Management Incentive Plan referred to in Exhibit 1, and the 2003
Management Incentive Plan, if any, Xxxxx'x annual Base Compensation
shall be deemed to be $600,000 through March 31, 2003; and,
provided, further, however, that solely for purposes of (1) Sections
2.9(ii) and 5.1(i) of the Hanover Direct, Inc. Eighteen Month Key
Executive Compensation Continuation Plan effective as of April 25,
2001, as amended, (2) clause (ii) of the definition of "For Good
Reason" contained in Section 5 of this Agreement, and (3) the
Transaction Bonus Agreement between the Company and Xxxxx dated May
14, 2001 as amended September 1, 2002, Xxxxx'x Base Compensation
(therein referred to as annualized base salary or base pay) shall be
equal to the higher of Xxxxx'x Base Compensation
(or annualized base salary or base pay) at the time of the Change of
Control and Xxxxx'x Base Compensation on August 2, 2003 ( which was
$900,000)."
2. Xxxxx acknowledges that he is aware of and consents to the changes to
the Company's vacation and merchandise discount policies recently published or
to be published Company-wide, which constitute part of his employee benefits.
3. Except as hereunder provided, the Employment Agreement shall remain in
full force and effect without further modification.
IN WITNESS WHEREOF, the Company and Xxxxx have executed this Amendment
Number 2 as of June 23, 2003.
HANOVER DIRECT, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: EVP, HR & Legal
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
