EXHIBIT 10(w)
CLARIFICATION TO
EMPLOYMENT AGREEMENT
This Clarification to Employment Agreement (the "CLARIFICATION") is
entered into this 28th day of April, 2003 between CLAIRE'S STORES, INC., a
Florida corporation (the "COMPANY"), and XXXXXXX XXXXXXXX (the "EXECUTIVE").
WHEREAS, the Company and the Executive entered into an Employment
Agreement, dated as of December 4, 2002 (the "EMPLOYMENT AGREEMENT"), which was
effective as of November 1, 2002 (all terms not otherwise defined herein shall
have the meanings ascribed thereto in the Employment Agreement); and
WHEREAS, prior to entering into the Employment Agreement, the Company
had agreed to pay the Executive an annual salary and other annual compensation
of $1.3 million for the fiscal year ended February 1, 2003;
WHEREAS, the Employment Agreement reflected this $1.3 million amount as
Additional Compensation instead of Base Salary, which did not reflect the
original intent of the parties;
WHEREAS, the Company and the Executive desire to reform the Employment
Agreement through this Clarification to reflect the original intent of the
parties and to conform with the actions to date of the parties;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Clarification to the Employment Agreement. The Employment
Agreement is hereby clarified as follows:
1.1 Section 3.1 of the Employment Agreement is clarified
by deleting the same in its entirety and inserting in lieu thereof the
following:
"3.1 Base Salary. During the Term of Employment,
the Executive shall continue to receive (collectively referred to as
the "Base Salary") (a) a base salary at an annual rate of One Million
Dollars ($1,000,000), payable in installments consistent with the
Company's normal payroll schedule, subject to applicable withholding
and other taxes, and (b) an annual compensation amount of $300,000,
subject to applicable withholding and other taxes."
1.2 Section 3.3 of the Employment Agreement is hereby
clarified by deleting the same in its entirety and inserting in lieu thereof the
following:
"3.3. Additional Compensation. In consideration
for the Executive agreeing to be bound by the restrictive covenant
provisions set forth in Section 6 as well as the terms and conditions
set forth in Section 7 hereof, and contingent upon the achievement of
the Milestones, the Company shall pay to the Executive additional
compensation at an annual rate of One Million Dollars ($1,000,000) (the
"Additional Compensation") during the Term of Employment, subject to
applicable withholding and other taxes, payable in equal quarterly
installments on November 1, February 1, May 1 and August 1 of each
year, commencing on November 1, 2003; provided, that, in the event that
the Milestones have not been met by November 1, 2003, the quarterly
installments of the Additional Compensation shall commence on the first
day of the calendar month after the Milestones have been met, and shall
be paid in equal quarterly installments thereafter during the Term of
Employment."
2. References. All references in the Employment Agreement to
"this Agreement" shall hereafter refer to the Employment Agreement as clarified
hereby.
3. Counterparts. This Clarification may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. Full Force and Effect. The Employment Agreement, as clarified
by this Clarification, is now and remains hereafter in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Clarification to be duly executed as of the date first above written.
COMPANY EXECUTIVE
Claire's Stores, Inc.
By:
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Name: Xxxxxxx Xxxxxxxx
Title:
2
