Exhibit 10.5
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Amendment No. 1 to Employment Agreement dated as of September 22, 2003
(this "Amendment") to that certain Employment Agreement, by and between Xxxxxx
Xxxxxx, Ltd., a Delaware corporation (the "Company"), Adesso Madden, Inc. and
Xxxxxx X. Xxxxxxx and TJM Sales Corporation (the "Executive"), as amended.
WITNESSETH
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WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of May 7th, 2002 (the "Original Agreement"), a
copy of which is attached hereto as Exhibit A; and
WHEREAS, the Executive and the Company desire to amend the Original
Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
A. Effective as of the date hereof, the Original Agreement is hereby
amended as follows:
1. The section entitled "Title" shall be deleted in its entirety
and in lieu thereof the following paragraph shall be inserted:
Title: President, Candie's Wholesale Division and Executive
V.P., Adesso-Madden, Inc., or such other reasonably comparable
role as determined by the C.E.O. of the Company. Executive
shall be an officer of Xxxxxx Xxxxxx, Ltd.
2. The section entitled "L.e.i. Footwear (Division of Xxxxxx
Xxxxxx, Ltd.)" shall be deleted in its entirety.
3. The following section shall be added before the section
currently entitled Xxxxxx Xxxxxx, Ltd.:
Candie's Women's Wholesale Division
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1) Commission on net sales of the Candie's Women's
Wholesale Division ..............1%, and
2) 1% of earnings before interest and taxes (EBIT) of
Candie's Women's Wholesale Division.
3) Biweekly Draw payable to T.J.M. Sales Corporation in
the amount of $4,000.00 against commissions earned on
net sales of Candie's Women's Wholesale Division
pursuant to 3.1 and 3.2 above and A.M. Inc. (as
provided in the Original Agreement). $104,000 yearly
draw to be with recourse and not guaranteed.
4) Executive shall be reimbursed for ordinary and
necessary expenses associated with his Candie's
duties in accordance with the Company's policies.
4. If the Candie's license between Xxxxxx Xxxxxx, Ltd. and
Candie's Inc. is terminated and the Company ceases shipment of
product bearing the Xxxxxx'x xxxx, this entire Amendment shall
become null and void and have no force or effect whatsoever,
but the Original Agreement shall remain in full force and
effect for the remainder of its term.
5. Executive shall be entitled to receive commissions for net
sales of L.e.i. product to JCPenney accordance with the
provisions of the Original Agreement only for orders procured
by him prior to October 1, 2003. Executive will not be
entitled to commission for net sales of L.e.i. product to
JCPenney for orders received after October 1, 2003, regardless
of shipment date.
6. In the event of a change of control of Xxxxxx Xxxxxx, Ltd. the
Company covenants that the terms and conditions of this
Agreement, as amended, will be honored in full for the
duration of its term.
B. As hereinabove modified, all of the terms and provisions of the
Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first set forth above.
Xxxxxx Xxxxxx, Ltd.
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
Chief Executive Officer
Adesso-Madden, Inc.
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
Chief Executive Officer
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
T.J.M. Sales Corporation
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President
