Exhibit 10(k)(2) Amendment Number Two dated February 3, 2002 to the
Employment Agreement by and between the Registrant and Xxxxxxx X. Xxxxxx.
AMENDMENT
TO
EMPLOYMENT AGREEMENT
Effective February 3, 2002, the employment agreement by and between One
Price Clothing Stores, Inc. ("Company") and Xxxxxxx X. Xxxxxx ("Employee") dated
as of January 15, 2001, as amended ("Agreement"), is amended further as follows:
1. Term. Employee's term of employment as Executive Chairman and Chief
Executive Officer is extended through the Company's fiscal year 2002
(February 3, 2002 - February 1, 2003).
2. Responsibilities, Authority and Reporting. Employee will report to the
Governance Committee and will be responsible for implementing the agreed
upon Business Plan for fiscal year 2002.
3. Compensation and Benefits.
(a) Salary. Employee's salary shall continue at an annual salary of $500,000,
payable bi-weekly at $19,230.77.
(b) Bonus. Employee shall be entitled to participate in the Executive Bonus
Plan to be established by the Compensation Committee of the Board of
Directors ("Board") for senior executives at a level of 60% of base salary
("Bonus"), with a minimum guaranteed bonus of $180,000 ("Fixed Bonus").
Such Fixed Bonus shall be paid in four equal installments of $45,000 each
on May 3, 2002, August 2, 2002, November 1, 2002 and January 31, 2003. Any
Bonus earned above such Fixed Bonus shall be paid within 45 days of the end
of the Company's fiscal year 2002.
(b) Equity. Employee shall receive a grant of 25,000 shares of restricted stock
("Restricted Stock"), which Restricted Stock, at the option of the
Compensation Committee, may be issued out of the Common stock repurchased
by the Company (and bear the appropriate legend). Such Restricted Stock
shall be issued and vested on such date as shall be set by the Compensation
Committee of the Board of Directors. Employee shall receive a tax gross-up
cash payment equal to the greater of $25,000 or 33.3% of the value of the
Restricted Stock. Such cash payment shall be made to Employee on April 1,
2002.
(c) Living and Travel Expenses. The Company will allow the employee to use its
villa, located at 1201 Heritage Club Dive, Greenville, South Carolina
("Residence"), while employee serves as Chairman and Chief Executive
Officer. In addition, the Company will reimburse Employee, on a monthly
basis, for actual travel and living expenses incurred by Employee and his
spouse to travel between Greenville, South Carolina and Tucson, Arizona. In
addition, the Company will provide a car for Employee and either a leased
vehicle or rental vehicle for Employee's spouse to use when she is in
Greenville, South Carolina. Expenses associated with maintaining the
Residence shall be borne by the Company. Any other reasonable incremental
expenses the Employee might incur as a result of his employment with the
Company, for maintaining households in both Greenville, South Carolina and
Tucson, Arizona shall be reimbursed to Employee by the Company. In the
event any of these travel and living benefits shall be deemed to be taxable
to the Employee, then the Company shall gross up that amount for tax
purposes and provide that payment to employee on January 31, 2003.
(g) Termination Without Cause. In the event Employee is terminated without
cause, Employee shall be entitled to receive any base salary, Fixed Bonus
and cash payment for taxes on Restricted Stock due for the remaining term
of this Agreement plus a lump sum payment of $250,000.
(h) Change of Control. If there is an "Employment Event", as defined in the
Agreement, Employee shall be entitled to receive, for the remaining term of
this amendment, any portion unpaid as of the date of such Employment Event
of his remaining (i) base salary, (ii) fixed bonus and (iii) cash payment
due for taxes arising from the grant of restricted stock, plus a lump sum
payment of $750,000.
Except as provided for above, Employee's Agreement shall remain in full force
and effect.
Dated as of the date herein provided.
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx - Chair - Compensation Committee
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
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