Exhibit 10(ii)(av)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement amends that certain Employment Agreement dated August 1,
1999 ("Employment Agreement"), between X.X. Xxxxxx Company, Inc. a Delaware
corporation ("Employer") and Xxxxxxx Xxxxxxxx ("Employee"), and shall be
effective as of May 19, 2000 ("Effective Date").
1. The second sentence of Section 5.1 of the Employment Agreement is amended
to provide as follows:
The Restricted Stock will be held in escrow and will be subject to
forfeiture upon the termination of Employee's employment for any reason
(subject to Section 7); provided however, that on the third, fifth, and
sixth anniversaries of the Start Date, 14,333, 14,333, and 14,334
(respectively) shares of Restricted Stock will no longer be subject to
forfeiture and will be released from escrow.
2. The following sentence is added to Section 5.1 of the Employment Agreement:
In addition, on the Effective Date, the Employer will grant to the Employee
100,000 shares of the Employer's common stock (the "2000 Restricted
Stock"), to be held in escrow and subject to forfeiture upon termination of
Employee's employment for any reason (subject to Section 7); provided
however, that on each annual anniversary of the Effective Date, through and
including May 19, 2004, 25,000 shares of 2000 Restricted Stock will no
longer be subject to forfeiture and will be released from escrow.
3. Section 7.5(i) is amended to add the following sentence at the end thereof:
Notwithstanding the provisions of (4) above, during the Succession
Severance Period (as defined herein), if the Employee's involuntary
termination other than for Cause occurs during the six-month period
following the date that a new Chief Executive Officer of the Company
is in place, then the payment provided for in (4) above shall be
increased from two times Grand Total Earnings to three times Grand
Total Earnings. As used herein, the Succession Severance Period shall
mean a period of one year beginning May 19, 2000; such Period may be
extended for an additional one year if a new Chief Executive Officer
is not in place and if the Board delivers written notice to Employee
not less than thirty (30) days prior to May 19, 2001.
SCHEDULE A
XXXXXXXX RESTRICTED STOCK
VESTING DATES AND NUMBERS OF SHARES
-----------------------------------
Date of Employment: August 1, 1999
May 19, 2001 25,000 shares
May 19, 2002 25,000 shares
August 1, 2002 14,333 shares
May 19, 2003 25,000 shares
May 19, 2004 25,000 shares
August 1, 2004 14,333 shares
August 1, 2005 14,334 shares
YEAR: 2001 2002 2003 2004 2005
SHARES VESTING 25,000 39,333 25,000 39,333 14,334
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
X.X. PENNEY CO., INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxxxxxx
Its Chairman and Chief Executive
Officer
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
