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Exhibit 10.37.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Second Amendment to Employment Agreement made as of the 1st day of April,
1998, between Filene's Basement, Inc., a Massachusetts corporation, having its
executive offices and a principal place of business in Wellesley, Massachusetts
(the "Employer") and Xxxxxx X. Xxxxxx of Xxxxxx, Massachusetts (the "Employee")
WHEREAS, the Employer and the Employee have entered into an agreement
dated as of July 11, 1994, and which was amended by an instrument in writing
dated as of January 15, 1996, relating to the employment of the Employee by the
Employer (the entire document as amended to be referred to as the "Employment
Agreement" and amendment dated as of January 15, 1996 to be referred to as the
"First Amendment"); and
WHEREAS, the Employee and Employer have agreed to further modify the terms
of the Employment Agreement as set forth in this Second Amendment;
NOW, THEREFORE, the Employer and Employee hereby agree as follows:
1. Section 1 of the First Amendment is amended by changing the reference
to "twenty-four (24) months" wherever it appears so that it shall instead be a
reference to "thirty-six (36) months", so that any payment due or any benefits
that are to be continued under the Employment Agreement shall be determined with
respect to and continued for a period of thirty-six (36) months.
2. Article I of the Employment Agreement is amended by adding a new
Section 1.4 that shall read as follows in its entirety:
1.4 Termination. If the Employee's employment is terminated without cause
(as defined in Section 1.3(a)) then the Employer shall (a) pay Employee (i) any
accrued but unpaid compensation, including any bonus, and (ii) the base
compensation the Employee was receiving prior to such termination, until the
Expiration Date under Section 2.4; and (b) cause all the Employee's stock
options to become immediately and fully vested and exercisable until the
Expiration Date. In addition until the Expiration Date, all benefits, including,
without limitation, medical, life insurance, accident, disability or health
benefits, shall be continued for Employee (and his family) in a manner
substantially similar those provided prior to such termination.
3. Section 2.4 of the Employment Agreement shall be restated in its
entirety as follows:
"2.4 Commencing on July 11, 1995 and on each day thereafter ("Renewal
Date") the Expiration Date shall be automatically extended to the third
anniversary of
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such Renewal Date (the "Extension Period"). References herein to the Expiration
Date shall be deemed to refer to the Expiration Date as extended from time to
time and references to the Extension Period shall be deemed to refer to the
period ending on the Expiration Date as so extended."
IN WITNESS WHEREOF, this Second Amendment has been executed as of the date
first above written.
FILENE'S BASEMENT, INC.
BY: /s/ Xxxxxx Xxxxxx
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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