GARY L. PIERCE AMENDMENT TO AGREEMENT WITH STEIN MART, INC.

EXHIBIT 10.1

XXXX X. XXXXXX

AMENDMENT TO AGREEMENT

WITH

XXXXX MART, INC.

This Amendment (this “Amendment”) entered into in the City of Jacksonville and State of Florida between Xxxxx Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the “Company”), and XXXX X. XXXXXX (“Executive”), is made as of May 5, 2014 (the “Effective Date”) and amends the Agreement between the Company and the Executive dated as of May 1, 2014 (the “Existing Agreement”).

In consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

1. Title, Powers and Responsibilities. Section 2(a) of the Existing Agreement is hereby modified to read in its entirety as follow:

(a) Title. Executive shall be an Executive Vice-President and Director of Stores of the Company or such other title as designated by the Chief Executive Officer or the Company’s Board of Directors. Executive shall assume those duties on the Commencement Date.

2. Ratification. Except as expressly modified by this Amendment, the Existing Agreement is hereby ratified and shall continue in full force and effect.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective as of the Effective Date.

XXXXX MART, INC.				EXECUTIVE
/s/ X. XXXX XXXXXXX				/S/ XXXX X. XXXXXX
Name: X. Xxxx Xxxxxxx Title: President and COO				Xxxx X. Xxxxxx
Date: May 6, 2014				Date: May 6, 2014