AMENDMENT NUMBER THREE TO THE SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENT
EXHIBIT 10.28
AMENDMENT NUMBER THREE TO THE
SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENT
This Amendment Number Three (the “Third Amendment”), by and between Superior Uniform Group, Inc., with its principal offices at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx 00000 (“Superior” or the “Company”), and Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”), is made as of November 2, 2017 (the “Third Amendment Effective Date”). Superior and Xxxxxxxx may hereinafter each be referred to as a “Party,” or collectively as the “Parties.”
WHEREAS, Superior and Xxxxxxxx entered into a Separation, General Release and Non-Compete Agreement, effective December 17, 2012; and
WHEREAS, Superior and Xxxxxxxx entered into Amendment Number One to the Separation, General Release and Non-Compete Agreement, effective November 17, 2015; and
WHEREAS, Superior and Xxxxxxxx entered into Amendment Number Two to the Separation, General Release and Non-Compete Agreement, effective November 8, 2016 (together with the Separation, General Release and Non-Compete Agreement and Amendment Number One, the “Agreement”); and
WHEREAS, Superior has determined that it would gain value from Xxxxxxxx continuing to provide advisory services to the Company and Xxxxxxxx has determined that he would like to continue to provide advisory services to the Company; and
WHEREAS, the Parties wish to further amend the Agreement.
NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:
1. The initial recitals stated above are true and correct and are incorporated by reference. Capitalized terms have the meaning ascribed to them in the Agreement, unless otherwise defined in this Third Amendment.
2. As of the Third Amendment Effective Date, Section 1 of the Agreement is deleted in its entirety and replaced with the following:
This Agreement is effective from December 16, 2012 through December 15, 2018, inclusive (the “Term”). The Term shall be comprised of six (6) one-year periods (each, a “Period”), each of which commences on December 16 of its respective year (each, a “Period Start Date”).
3. As of the Third Amendment Effective Date, Section 14 of the Agreement is amended as follows:
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a. |
The words seven hundred and fifty thousand dollars ($750,000.00) are deleted and replaced with “nine hundred thousand dollars ($900,000.00)”; and |
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b. |
The following sentence shall replace current final sentence of the section: |
The one hundred and fifty thousand dollars ($150,000.00) that pertains to the sixth Period of the Agreement shall be paid in four (4) equal installments, with each installment payment to be paid according to the following schedule: first payment to be made during the month of December, 2017, but in no event before the applicable Period Start Date; the second payment to be made during March, 2018; the third payment to be made during June, 2018; and the fourth payment to be made during September, 2018.
4. The remaining terms and conditions of the Agreement remain unchanged and are hereby ratified and confirmed.
IN WITNESS WHEREOF, a duly authorized representative of each Party has executed this Third Amendment as of the Third Amendment Effective Date.
XXXXXX X. XXXXXXXX
______________________________
Xxxxxx X. Xxxxxxxx
SUPERIOR UNIFORM GROUP, INC.
______________________________
Xxxxxx Xxxxxxxxx
Chairperson of the Board of Directors
______________________________
Xxxxxxx Xxxxxxxx
Chief Executive Officer
