Exhibit 10.19
FIFTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Amendment") is made and entered into this 16th Day of December, 1998, by and
between XXXX STORES, INC. (the "Company") and XXXXXX X. XXXXXX (the
"Executive").
A. The Company and the Executive have previously entered into an
Amended and Restated Employment Agreement as of June 1, 1995, which has
subsequently been amended on July 29, 1996, March 20, 1997, April 15, 1997, and
November 20, 1997 (as amended, the "Agreement").
B. It is now the intention of the Company and the Executive to further
amend the Agreement.
Accordingly, the Company and the Executive hereby agree as
follows:
A. Paragraph 2 of the Agreement is hereby amended to provide that
the Executive shall continue to serve as Chairman of the Board of the Company at
the will of the Board through January 31, 2000.
B. Paragraph 3 of the Agreement is hereby amended to provide that
the Executive shall continue to be retained as a consultant by the Company
through January 31, 2000, which date shall be the "Consultancy Termination
Date."
C. Paragraph 5(a) of the Agreement is hereby amended to provide
that the Executive shall be paid a consulting fee of $83,333.33 per month for
his services as a consultant through January 31, 2000. Notwithstanding the
provisions of Paragraph 5(b) of the Agreement, the Executive shall not be
entitled to any bonus for performance during the period from February 1, 1998
through January 31, 1999 or the period from February 1, 1999 through January 31,
2000, but shall continue to be entitled to all other benefits and payments
provided in the Agreement.
D. Paragraph 5(d)(i) of the Agreement is hereby amended to delete
the words "or the date of his 65th birthday, whichever occurs first," at the
beginning of the first sentence thereof.
E. Paragraph 5(d)(iv) of the Agreement is hereby amended to read
in its entirety as follows:
"Until his death, the Executive shall be reimbursed by the
Company, or any successor to the Company, on an annual basis for any
estate planning fees or expenses actually incurred by the Executive, up
to a maximum annual reimbursement equal to that provided to the chief
executive officer of the Company, or any successor to the Company, but
in no event less than $5,000."
F. Paragraph 5(e) of the Agreement is hereby amended to change
"the summer of 1998" in the last sentence thereof to "the summer of 1999."
G. Except as amended by this Amendment, the Agreement as amended
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
the Amended and Restated Employment Agreement as of the date and year first
above written.
XXXX STORES, INC. EXECUTIVE
By:
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