THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.25
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIRD AMENDMENT, dated as of December 3, 2008 (this “Third Amendment”) to EMPLOYMENT
AGREEMENT, dated as of June 1, 2006 as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated
November 15, 2006 and by SECOND AMENDMENT TO EMPLOYMENT AGREEMENT dated November 19, 2007 (as
heretofore amended, the “Employment Agreement”) between X. X. Xxxxx Arts & Crafts, Inc., a
Pennsylvania corporation (“Company”), and Xxxx Xxxxxx (“Executive”). Capitalized terms used herein
and not defined herein shall have the respective meanings set forth for such terms in the
Employment Agreement.
R E C I T A L S:
WHEREAS, Company and Executive have mutually agreed that certain provisions of the Employment
Agreement be amended, as set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, it is agreed as follows:
Section 1. Amendment to Paragraph 4 (a). The beginning of paragraph 4 (a) through the
end of clause (i) is amended and restated in its entirety to read as follows:
“(a) The Employment Term shall end on December 31, 2010; provided that
(i) the Employment Term shall be extended for successive periods of one
(1) year each (each of which is referred to as an “extension term” of the
Employment Term) in the event that written notice of termination hereof
is not given by one party hereof to the other at least six months prior
to the end of the Employment Term or the then applicable extension term,
as the case may be; provided further that, and notwithstanding anything
to the contrary in this Agreement, ”
Section 2. Amendment to Paragraph 4 (b). The beginning of paragraph 4 (b) through the
end of clause (i) is amended and restated in its entirety to read as follows:
“(b) If the Employment Term or any extension term is terminated
(including, without limitation, pursuant to the six month notice under
paragraph 4 (a)) by the Company without Cause or is terminated by the
Executive for Good Reason, Executive (and Executive’s family with respect
to clause (iii) of this paragraph 4 (b)) shall be entitled to receive (i)
(x) if termination occurs from January 1, 2009 through December 31, 2009,
Executive’s Base Salary from the date of termination for the remaining
months of the Employment Term through December 31, 2010 as if the
termination had not occurred (the “Deemed Remaining Months”) plus
Executive’s Pro Rata Bonus (as defined in paragraph (h) below) and (y) if
termination occurs during the month of December, 2008 or from January 1,
2010 through December 31, 2010 or during any extension term, Executive’s
Base Salary through the twelfth month anniversary of such termination and
Executive’s Pro Rata Bonus, if and only if for both clauses (x) and (y), Executive has not breached the
provisions of paragraphs 5, 6 and 7 hereof,”
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Section 3. Amendment to Paragraph 4 (h). Paragraph 4 (h) is amended and restated in
its entirety to read as follows:
“(h) For purposes of this Agreement, “Pro Rata Bonus” shall mean
the pro rata portion (calculated as if the “target” amount under
such plan has been reached) under any current annual bonus plan
from January 1 of the year of termination through the date of
termination.”
Section 4. Amendment to Paragraph 3 (i). Paragraph 3 (i) is amended and restated in
its entirety to read as follows:
“(i) Pursuant and subject to the terms and conditions of the
Company’s 2007 Stock Incentive Plan and the form of the Stock
Appreciation Rights Agreement issued pursuant to such Plan, on the
date of this Third Amendment, Executive shall be granted stock
appreciation rights for 150,000 shares of common stock of the
Company which shall vest equally over a three-year term.”
Section 5. Effectiveness. This Third Amendment shall become effective as of the
date hereof.
Section 6. Status of Employment Agreement. This Third Amendment is limited solely for
the purposes and to the extent expressly set forth herein, and, except as expressly set forth
herein all of the terms, provisions and conditions of the Employment Agreement shall continue in
full force and effect and are not effected by this Third Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Employment
Agreement to be duly executed and delivered as of the date first written above.
| /s/ Xxxx Xxxxxx | ||||||||
| Date: | 12/3/2008 | XXXX XXXXXX | ||||||
| X. X. XXXXX ARTS & CRAFTS, INC. | ||||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||||
Date:
|
12/3/2008 | XXXXXXX XXXXX, Chairman | ||||||
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