EXHIBIT 10.4
CONSULTING AGREEMENT AMENDMENT
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THIS CONSULTING AGREEMENT AMENDMENT made effective as of August 1,
1998 by and between Hills Department Store Company and Hills Stores Company,
Delaware corporations having their principal office at 00 Xxx Xxxx, Xxxxxx,
Xxxxxxxxxxxxx (the "Company") and Xxxxx X. Xxxxxxxxx, with an office address
of 0000 Xxxx Xxxxxx 00X, Xxx Xxxx, XX 00000, (the "Consultant").
WHEREAS, the Company and the Consultant currently have an agreement
dated February 8, 1998, (the "Consulting Agreement") whereby the Company has
engaged the Consultant and the Consultant has agreed to provide professional
services and advice to the Company on its merchandise, marketing and strategic
planning efforts; and
WHEREAS, the Company and the Consultant desire to amend the Consulting
Agreement to expand the duties and responsibilities of the Consultant and to
compensate him accordingly.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the Company and the Consultant hereby agree,
effective August 1, 1998, to amend the Consulting Agreement as follows:
1. In exchange for the expanded duties and responsibilities to be
performed by Consultant, the Annual Consulting Fee provision of Schedule A to
the Consulting Agreement will now read:
Annual Consulting Fee: $400,000 - payable in equal
monthly installments of
$33,333.33 on the first day of
each month commencing August 1,
1998.
2. SECTION 7. TERMINATION BY CONSULTANT is hereby modified by
adding the following language:
7(c) In the event of the occurrence of an event covered by
Section 7(a)(iii) or (iv) on or before June 30, 1999,
Consultant shall be entitled to receive a lump sum
payment of a full year's consulting fee ($400,000)
payable on the date such event is consummated.
IN WITNESS WHEREOF, the parties have executed this Agreement on August
25, 1998.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
HILLS DEPARTMENT STORE COMPANY
HILLS STORES COMPANY
/s/ Xxxxxxx X. Xxxxx
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President & CEO
