Exhibit 10(c)
AMENDMENT TO SEVERANCE AGREEMENT
THIS AMENDMENT TO SEVERANCE AGREEMENT ("Amendment") is made on
December 12, 1996, among ▇▇▇▇▇▇▇▇ Stores Inc., a Michigan corporation (the
"Company"), ▇▇▇▇▇▇▇▇ Stores Realty Company, a Michigan corporation
("Realty"), ▇▇▇▇▇▇▇▇ Credit Corp., a Michigan corporation ("Credit"), and
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇▇"). The Company, Realty, Credit and ▇▇.
▇▇▇▇▇▇▇▇▇ are sometimes referred to together as the "Parties" and
individually as a "Party".
R E C I T A L S
A. The Parties have entered into the Severance Agreement, dated as
of October 31, 1996 (the "Agreement"), pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇
resigned from all of his positions with the Company and its subsidiaries,
Realty and Credit, other than as a Director of the Company, and which
provides for his severance compensation.
C. The Parties desire to amend the Agreement in accordance
with this Amendment.
THEREFORE, the Parties agree as follows:
1. Limitation on Mitigation Offset. The following is added
after the first sentence in Section 2(a) of the Agreement:
"Notwithstanding Section 5(d) of the Employment Agreement, the
following amounts shall not reduce the Company's continuing payment
obligation: (i) any amounts received by ▇▇. ▇▇▇▇▇▇▇▇▇ from third
parties as director's fees; provided that any director's fees
received by ▇▇. ▇▇▇▇▇▇▇▇▇ with respect to his service as a director
of the Company, Realty or Credit during any part of the period
covered by the Company's continuing payment obligation after October
30, 1997 shall reduce the amount of the Company's continuing payment
obligation, (ii) any dividends and any distributions from
partnerships or other pass-through entities, to the extent such
amounts are not payments for services rendered by ▇▇. ▇▇▇▇▇▇▇▇▇ to
the distributing entity, and (iii) any stock options granted to ▇▇.
▇▇▇▇▇▇▇▇▇, except to the extent the grant, exercise or disposition of
the option or the underlying shares results in taxable compensation
income to ▇▇. ▇▇▇▇▇▇▇▇▇ during any part of the period covered by the
Company's continuing payment obligation after October 30, 1997 (which
amounts shall reduce the Company's continuing payment obligation)."
2. Additional Severance Compensation. The following is added
immediately before the last sentence in Section 2(a) of the Agreement:
"The Company will also pay up to $6,000 of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ attorneys'
fees incurred in connection with the Agreement. The Company will also
make available to ▇▇. ▇▇▇▇▇▇▇▇▇, professional level outplacement
services, at a cost to the Company not to exceed $5,000."
3. Ratification. Except as expressly amended by this Amendment,
the Agreement shall continue in full force and effect, and its terms are
ratified by the Parties.
IN WITNESS WHEREOF, the Parties have signed this Agreement on the
date set forth in the introductory paragraph above.
▇▇▇▇▇▇▇▇ STORES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice Chairman
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▇▇▇▇▇▇▇▇ STORES REALTY COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice Chairman
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▇▇▇▇▇▇▇▇ CREDIT CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice Chairman
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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