EXHIBIT 10.24
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is
made effective as of June 1, 1995, by and between Xxxx Stores, Inc.
(the "Company") and Xxxxxxx Xxxxxxx (the "Executive"). The
Executive and the Company previously entered into an Employment
Agreement of February 1, 1995, (the "Agreement") and it is now the
intention of the Executive and the Company to amend the Agreement
as set forth below. Accordingly, the Executive and the Company now
enter into this Amendment.
I. The Executive and the Company hereby amend the Agreement
as follows:
A. Term. The termination date referred to in the
second line of paragraph 1 of the Agreement is changed to February
3, 1999.
B. Salary. Effective June 1, 1995, the Executive's
salary, referenced in paragraph 4(a) of the Agreement, shall be not
less than $440,000 per annum.
C. Services Furnished. Paragraph 4(f) [Services
Furnished] of the Agreement is amended in its entirety as follows:
The Company shall furnish the Executive with office space
and such services as are suitable to the Executive's
position and adequate for the performance of his duties
during the term of this Agreement and for a period of six
months following the date of any termination, except for
termination as described in paragraphs 7(a) [Death],
7(c)(B) [Illegal or Grossly Negligent Conduct], or 7(h)
[Non-Renewal]. Upon mutual agreement between the Company
and the Executive, the office space furnished during the
six month period following termination may be at a
location other than the Company's New York Buying Office.
D. Employment Restriction. A new paragraph 10 shall be
added to the Agreement (and all succeeding paragraphs renumbered
appropriately) to read in full as follows:
2
"10. Employment Restriction. The Company and the Executive
acknowledge that the Company has a special interest in and
derives significant benefit from the unique skills and
experience of the Executive. Accordingly, except as hereafter
noted, in the event that the Executive's employment with the
Company is terminated prior to the earlier of (a) January 31,
1997 and (b) the date on which Xxxxxx Xxxxxx ceases to be the
Chief Executive Officer of the Company (the "Employment
Restriction Termination Date"), the Executive agrees that he
will not accept employment with or a be a consultant to,
directly or indirectly, either of the following companies or
their affiliates prior to the Employment Restriction
Termination Date: Marshalls or TJ Maxx. The preceding
sentence shall have no force and effect in the event that (i)
the Executive's employment with the Company is terminated (1)
by the Company pursuant to subsection 7d. [without Cause] or
(2) by the Executive pursuant to either subsection 7e.
[Termination by the Executive for Good Reason] or subsection
7f. [Termination Following Change of Control] or (ii) the
Executive ceases to report to Xxxxxx X. Xxxxxx."
E. Governing Law. The first sentence of paragraph 16
[Governing Law;Severability] shall be amended to read in full as
follows: "The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the
State of New York."
F. No Other Modifications. Except as modified by this
Amendment, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second
Amendment to Employment Agreement effective as of the date and year
first above written.
XXXX STORES, INC. EXECUTIVE
By:/s/ X. Xxxxx /s/ Xxxxxxx Xxxxxxx
Xxxxxx Xxxxx Xxxxxxx Xxxxxxx
Chairman, Compensation Committee
