EXHIBIT 10(i)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and dated as
of November 22, 1996, by and between Xxxx Xxxxxx Stores, Inc., an Indiana
corporation (the "Company"), and Xxxxxxxxx X. Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
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WHEREAS, Xxxxxxx is currently employed by the Company under an Amended and
Restated Employment Agreement dated as of June 17, 1996 (the "Prior Agreement"),
as the Company's President, Chief Executive Officer and Chairman;
WHEREAS, the parties now desire to amend the Prior Agreement on the terms
contained herein.
NOW, THEREFORE, in consideration of these premises and the mutual covenants
and undertakings herein contained, the parties agree as follows:
1. The first sentence of Section 3(a) of the Prior Agreement is amended to
read as follows:
"As full compensation for her services (including service as an
officer and director of members of the Company Group, if Xxxxxxx is so
appointed or elected), the Company shall pay Xxxxxxx the following: (i) a
salary at the rate of $500,000.00 per annum, effective as of the date of
this Amendment, payable in accordance with the Company's normal payroll
practices ("Base Salary") and (ii) Bonuses as provided in Section 3(b)
below."
2. Section 3(b) of the Prior Agreement is amended to read as follows:
"(b) During the term of this Agreement, the Company shall pay Xxxxxxx
bonus compensation as follows: (i) in respect of the Company's fiscal year
ending February 1, 1997, the Company shall pay Xxxxxxx a bonus based on the
Company's net pretax income according to the following schedule:
$4.5 million -- 20% of Base Salary;
$5.5 million -- 35% of Base Salary;
$6.5 million -- 50% of Base Salary;
$7.5 million -- 65% of Base Salary;
$8.5 million -- 80% of Base Salary;
$10 million -- 100% of Base Salary.
Should the Company's net pretax income exceed $10 million dollars for that
fiscal year, Xxxxxxx shall receive a Bonus equal to 100% of her Base
Salary, plus an amount equal to 15% of Base Salary for each full $1.0
million of
the Company's net pretax income in excess of $10 million. For purposes of
this Section, the Base Salary used shall be the Base Salary in effect at
the beginning of the fiscal year."
[Subsection 3(b)(ii) is not amended.]
3. Sections 3(c)(ii) and 3(c)(iii) are hereby amended to read as follows:
"(ii) The Company and Xxxxxxx confirm that on March 8, 1996, and
subject to approval of the Company's shareholders meeting the requirements
of Section 162(m) of the Internal Revenue Code of 1986, the Compensation
Committee of the Board of Directors of the Company granted to Xxxxxxx a
nontransferable Option for her to purchase an additional 100,000 shares of
the Company's Common Stock at $2.125 per share under and pursuant to the
Company's 1992 Non-Qualified Stock Option Plan (the "Plan"). The right to
purchase shares under the March 8, 1996 Option shall vest and become
exercisable upon the execution of this Agreement and may be exercised while
Xxxxxxx is employed with the Company and thereafter as specifically set
forth in the Plan and the Stock Option Agreement between the Company and
Xxxxxxx that evidences such Option. Any portion of the Option not so
exercised shall terminate and be of no effect.
(iii) During the term of this Agreement, the Company shall,
subject to approval of the Company's shareholders meeting the requirements
of Section 162(m) of the Internal Revenue Code of 1986, grant to Xxxxxxx
nontransferable Options to purchase shares of the Company's Common Stock
under and pursuant to the Plan (or any successor thereto that meets the
requirements of Section 162(m) of the Internal Revenue Code of 1986) as
follows:
(A) Subject to the limitations of Section 3(c)(iii)(B) below, if
the Company achieves 80 percent of budgeted net pretax income for any
fiscal year during the term of this Agreement, the Company's
Compensation Committee shall during January of the fiscal year (and in
no event later than sixty (60) days after the end of the fiscal year)
grant to Xxxxxxx a nontransferable Option to purchase at least 100,000
shares of the Company's Common Stock
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at a price equal to the fair market value of such shares on the date
of the grant, which Option shall vest and be exercisable on the date
of the grant; provided that any such Option must be exercised while
Xxxxxxx is employed with the Company (or at such later date as is
customarily afforded to Company employees who are granted Options
under the Plan), and any Option that is not so exercised shall
terminate and be of no effect."
[Subsection 3(c)(iii)(B) is not amended.]
4. Section 3(c) of the Prior Agreement is further amended to add a new
subsection (iv) to read as follows:
"(iv) Effective as of the date of this Amendment, the Stock Option and
Compensation Committee of the Company has awarded to Xxxxxxx a
nontransferable Option to purchase 100,000 shares of the Company's common
stock at $17.50 per share under the Company's 1992 Non-qualified Stock
Option Plan, such Option shall vest and become exercisable immediately.
Such Option shall be in lieu of any nontransferable Option otherwise
issuable pursuant to Section 3(c)(iii)(A) during January 1997."
5. Except as expressly modified in this Amendment, the other provisions
of the Prior Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the day and year first above set forth.
XXXX XXXXXX STORES, INC.
By /s/ Stig A. Kry
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Stig A. Kry, Chairman of Stock
Option and Compensation Committee
/s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
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