AMENDMENT TO XXXXXXXX EMPLOYMENT AGREEMENT
AMENDMENT TO XXXXXXXX EMPLOYMENT AGREEMENT,udated as of January 29,
1994, between XXXXX X. XXXXXXXX ("Executive") and XXX. A. BANK CLOTHIERS, INC.
("Clothiers").
WHEREAS, Executive and Clothiers are parties to an Employment Agreement
dated as of May 10, 1991 (the "Employment Agreement"), under which Executive has
been and continues to be employed by Clothiers;
WHEREAS, the Employment Agreement provides, in Section 6 thereof, that
the Executive is entitled to receive certain payments upon the occurrence of
certain events described in such Section 6;
WHEREAS, Clothiers proposes to enter into a Merger and Exchange
Agreement, of even date herewith, with JAB Holdings, Inc. ("Holdings") and each
of the Preferred Shareholders listed therein (the "Merger and Exchange
Agreement"), whereby, among other things, Holdings shall be merged (the
"Merger") into Clothiers;
WHEREAS, Executive and Clothiers deem it desirable that, in connection
with the Merger, Executive shall surrender his rights under Section 6 of the
Employment Agreement, in exchange for shares of common stock of Clothiers
("Common Stock"), upon the terms and conditions of this Amendment;
WHEREAS, it is a condition precedent to the Merger that Executive and
Clothiers enter into this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 6 of the Employment Agreement is deleted in its entirety,
and replaced with the following:
6. Issuance of Stock and Option.
Concurrently with consummation of the Merger:
(a) Clothiers shall issue to Executive 163,409
shares of Common Stock (the "Shares"), and shall deliver to Executive a stock
certificate, registered in the name of Executive, representing the Shares (net
of 56,294 Shares being withheld by Clothiers for payment of related payroll and
withholding taxes by Clothiers (the "Withheld Shares"). The surrender of
Executive's rights under Section 6 of the Employment Agreement as heretofore in
effect, accomplished by the execution of this Amendment, shall constitute full
and complete payment for the Shares;
(b) Immediately following the issuance of the Shares,
Executive shall sell to Clothiers, and Clothiers shall purchase, 39,665 of the
Shares for an aggregate cash purchase price equal to $363,728, and Executive
shall deliver to Clothiers the certificate representing the Shares for
cancellation of the number of Shares sold to Clothiers pursuant to the
provisions of this subparagraph (b) and reissuance of a certificate representing
the balance of the Shares;
(c) Clothiers will grant to Executive a non-qualified
stock option in form and substance as annexed to this Amendment as an exhibit to
purchase the number of Shares sold by Executive to Clothiers pursuant to
subparagraph (b) above, plus the number of Withheld Shares.
2. The second sentence of Section 13 of the Employment Agreement is
amended by deleting the portion thereof which reads "Except as provided in
Section 6(e) hereof, neither" and replacing such portion with "Neither".
3. Except as expressly amended hereby, the Employment Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
____________________________
XXXXX X. XXXXXXXX
XXX. A. BANK CLOTHIERS, INC.
By:_________________________
Name:
Title:
