EXHIBIT 10.9
[Letterhead of Xxxxxx'x Stores, Inc.]
May 1, 1997
Xx. Xxxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Dear Xxx:
This letter sets forth the terms and conditions of the amendment to the February
24, 1995 agreement, as amended as of April 7, 1995 (collectively the "1995
Agreement") between Xxxxxx'x Stores, Inc., (the "Company") and you (the
"Executive") concerning your employment as Chief Financial Officer and Vice
President. Except as otherwise expressly set forth below, the terms and
conditions set forth in the 1995 Agreement shall remain in full force and
effect:
Section 2 of the 1995 Agreement shall be deleted and replaced with the
following:
2. The term of this agreement shall be for a period ending on
January 31, 2000 (the "Term"), unless otherwise terminated by
either party.
Section 3.1 of the 1995 Agreement shall be amended to add the following
sentences at the end of that paragraph:
For the period from February 1, 1998 through January 31, 2000,
the Base Salary shall be $220,000, unless otherwise increased
by act of the Board of Directors.
Section 4.4 of the 1995 Agreement shall be amended to add the following at the
end of that paragraph:
(d) If during the four month period following the date of a
Change in Control, the Company: (i) assigns to the Executive
duties inconsistent with his position in the Company as
described in Section 1.1 above; or (ii) otherwise materially
alters the nature of the Executive's responsibilities as
described in Section 1.1, such actions shall constitute a
termination of the Executive's employment by the Company
other than for cause (as defined in Section 4.3) 30 days
following the Company's receipt of written notice from the
Executive of any allegation of (i) or (ii) above, and in the
absence of the Company remedying the situation within 30
days from the date on which it receives such written notice
from the Executive. In the event of a termination pursuant
to the circumstances set forth in this Section 4.4(d), then,
in lieu of any further payment of Base Salary or any other
compensation for which provision is made in Section 3
herein, the Company shall pay the executive the greater of
$200,000 or an amount equal to his then Base Salary. For
purposes of this Section 4.4(d), (x) a "Change in Control"
shall occur when any "person" (as such term is used in
Sections 3(a)(9) and 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) becomes a beneficial
owners (as such term is used in Rule 13d-3 under the
Exchange Act) of more than 50 percent of the Voting Stock of
the Company, except as may otherwise be provided for in a
confirmed plan of reorganization, and (y) "Voting Stock"
shall mean capital stock of any class or
classes having general voting power under ordinary
circumstances, in the absence of contingencies, to elect the
directors of a corporation.
Section 4.4(a) and 4.4(b) of the 1995 Agreement shall be amended to substitute
the word "Term" for "Initial Term".
This agreement shall become effective upon execution by both parties and
delivery of a fully executed document to the Company.
If you agree that the above sets forth our agreement regarding the terms and
conditions of the amendment to your 1995 Agreement, please sign and date this
agreement in the spaces provided below and return it to me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
Accepted and Agreed:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated:5/1/95
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Exhibit 10.9 - Page 2
