EXHIBIT 10(l)-1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
DATED AUGUST 1, 2002
This First Amendment (the "First Amendment") dated as of November 21, 2002 is
made by and between Ethan Xxxxx Interiors Inc., a Delaware corporation (the
"Corporation") and its subsidiary, Ethan Xxxxx Inc., a Delaware corporation
(individually the "Subsidiary" and collectively with the Corporation sometimes
referred to herein as the "Companies") and X. Xxxxxx Kathwari (the "Executive").
RECITALS
WHEREAS, the Executive and the Companies are parties to that certain Employment
Agreement dated as of August 1, 2002 and effective as of July 1, 2002 (the
"Agreement").
WHEREAS, the Companies and the Executive wish to continue the services of the
Executive as Chairman of the Board of Directors of the Companies and the
employment of the Executive with the Companies as President and Chief Executive
Officer and wish to amend certain terms relating to the Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
acknowledged by each party to the other, the Companies and the Executive hereby
agree as follows:
1. Paragraph 5.2 (b) of the agreement shall be replaced as follows:
" Effective as of July 1, 2002, 2003 and 2004 the Corporation and
Executive shall enter into, execute and deliver the Restricted Stock
Agreement, in substantially the form of EXHIBIT A-1 hereto (the
"Restricted Stock Agreement") pursuant to which the Corporation shall
grant to the Executive, effective as of each of July 1, 2002, 2003 and
2004, 10,500 shares of the Corporation's common stock, par value $.01
per share ("Common Stock"), for a total of 31,500 shares, under the
Corporation's 1992 Stock Option Plan (as amended from time to time in
accordance with its terms, the "Plan"), in accordance with the
Restricted Stock Agreement in substantially the form set forth in
EXHIBIT A-1, which shares of Common Stock will be "restricted stock"
subject to the Restricted Stock Agreement. Shares of Common Stock under
the Restricted Stock Agreement are referred to as the "Restricted
Stock" for purposes of this Agreement. For this purpose, EXHIBIT A-1
hereto is the form of Restricted Stock Agreement for 2002, Exhibit A-2
is the form of Restricted Stock Agreement for 2003 and Exhibit A-3 is
the form of Restricted Stock Agreement for 2004."
2. Exhibits A-4, and A-5 are hereby deleted from the Agreement and of no
further force or effect.
3. Except as otherwise amended hereinabove, the Agreement, including but
not limited to all attachments and exhibits thereto, shall remain in
full force and effect.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the
Corporation has caused this First Amendment Agreement to be executed in its name
and on behalf of the Corporation, and its Corporate Seal to be hereunto affixed
and attested by its Secretary, all as of the day and year first above written.
Ethan Xxxxx Interiors Inc. X. Xxxxxx Kathwari
By: /S/ XXXXXX XXXXX /S/ X. XXXXXX KATHWARI
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Xxxxxx Xxxxx
Its: Chairman, Compensation Committee
Attested:
By: /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Its: Secretary
