EXHIBIT 10(viii)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment dated November 11, 1998 (the "Second Amendment")
modifies the Employment Agreement dated November 4, 1997 (the "Employment
Agreement") and the Amendment to Employment Agreement dated June 5, 1998 (the
"First Amendment") between The Stride Rite Corporation (the "Company") and
Xxxxxx X. Xxxxxx ("Executive").
WHEREAS, Executive has advised the Company that Executive will
voluntarily retire as an officer of the Company; and
WHEREAS, the Company has named Executive's successor and desires to
retain Executive's services as an advisor;
NOW THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Executive and the Company agree as follows:
1. Second Amendment Controls. Notwithstanding anything to the contrary
contained in the Employment Agreement and First Amendment, the terms and
conditions of this Second Amendment shall control.
2. Resignation. Effective midnight December 6, 1998, Executive resigns as
a Director of the Company and resigns as Chairman of the Board, Chief Executive
Officer and President of the Company and as an officer and director of the
Company's subsidiaries and affiliated entities on which he serves as an officer
and/or director, with the exception of the Stride Rite Charitable Foundation,
which the Executive shall continue to serve as a director under the terms set
forth in this Second Amendment. Executive agrees to execute such documents,
including, without limitation, letters of resignation, which the Company may
request from time to time, evidencing such resignations.
3. Advisor. Section 5, Director/Advisor, of the First Amendment is deleted
in its entirety and the following substituted therefore: "The parties
acknowledge that Executive has resigned as a director of the Company. The
Company retains Executive as an advisor for the Company for the period of
January 1, 1999 through December 31, 1999 (the "Advisory Period"). Executive's
compensation for acting as an advisor during the Advisory Period shall be
$50,000, payable in equal monthly installments of $4,166.66 on or about the
fifteenth day of the month. The Company shall reimburse Executive for travel and
expenses incurred by Executive in performing his duties as an advisor."
4. Extension of Agreement Not to Compete. Section 10, Agreement Not to
Compete, of the Employment Agreement is modified by substituting the words "for
the period of December 7, 1998 through December 31, 2000" for the words "for a
period of one (1) year following termination of Executive's employment with the
Company for any reason" found in the first and second lines thereof.
5. Extension of Stock Option Exercise Period. Section 4a, Stock Options,
of the First Amendment is modified by substituting the words "until December 31,
2000, at which time the exercise period shall terminate" for the words "within
one (1) year of the Retirement Date" found in the third line thereof.
6. Charitable Foundation. Executive agrees to continue to serve as a
director of the Stride Rite Charitable Foundation (the "Foundation") until the
Company requests, in writing, that Executive resign from such position.
Executive acknowledges that the Company has made substantial charitable
contributions to the Foundation in the past in the expectation that the
Foundation would serve as a vehicle by which the Company's charitable objectives
could be achieved. In view of the foregoing, Executive agrees to consult with
the Company regarding any votes or other actions to be taken with respect to the
Foundation and to take the Company's input with respect to such matters into
account to the extent consistent with his obligations as a director of the
Foundation.
7. Other Terms. All terms of the Employment Agreement and the First
Amendment not modified herein shall remain in full force and effect.
Agreed and accepted this 11th day of November, 1998.
EXECUTIVE THE STRIDE RITE CORPORATION
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx.
_____________________________ By:________________________________
Xxxxxx X. Xxxxxx, an individual
General Counsel
Its:________________________________
