Exhibit 10.(f)(i)
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
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WHEREAS, Xxxxx Group, Inc. (the "Company") and Xxxxxx
X. Xxxxx (the "Employee") previously executed the Employment
Agreement dated May 14, 1998 (the "Agreement"); and
WHEREAS, the Agreement provides in Section 13 that the
Agreement may be modified by a written agreement executed by the
Company and the Employee; and
WHEREAS, the Company and the Employee desire to amend
the Agreement effective July 27, 1998;
NOW, THEREFORE, effective, July 27, 1998, the Agreement
is hereby amended as follows:
1. Section 2 is deleted in its entirety and replaced by
the following:
2. Compensation. Subject to the terms of this
Agreement, in consideration of Xxxxx'x agreements contained
herein, for the period beginning May 1, 1998 and ending April 30,
2001, Xxxxx shall be paid base compensation at an annual rate of
no less than Four Hundred Fifty-Thousand Dollars ($450,000).
Compensation shall be paid in approximately equal installments no
less frequently than monthly. If Xxxxx'x employment with the
Company is terminated by the Company other than for Cause (as
defined in the Severance Agreement, which is incorporated into
this agreement pursuant to Section 15 and which is attached
hereto as Exhibit 1) prior to April 30, 2001, Xxxxx may elect to
receive from the Company either (a) Thirty-Seven Thousand Five
Hundred Dollars ($37,500) multiplied by the number of full months
remaining from the last day of the month preceding the date of
termination until May 1, 2001, less the amount, if any, of any
base compensation paid to Xxxxx for the month of termination
prior to the date of such termination, plus, if Xxxxx is
terminated prior to January 30, 1999, an incentive payment of
$180,000 or (b) if the Severance Agreement has not previously
terminated, severance benefits payable in according with the
Severance Agreement.
2. Section 3 is deleted in its entirety and replaced by
the following:
3. Incentive Payment. While serving as President of
Xxxxx Shoe Company, Xxxxx shall be eligible to receive annually
an incentive payment in accordance with the annual incentive plan
of the Company. A payment of no less than $180,000 for the
Company's fiscal year ending January 30, 1999, shall be paid to
Xxxxx in all events within 60 days after the end of such year, if
Xxxxx is employed by the Company at the end of such year.
3. Section 6 is deleted in its entirety and replaced by
the following:
6. Other Benefits. If Xxxxx'x employment with the
Company is terminated before April 30, 2001 other than for Cause
and Xxxxx, in accordance with his election under Section 2,
receives the benefits described in Section 2(a), Xxxxx shall
continue, until April 30, 2001, to be entitled to all rights and
benefits currently enjoyed by Xxxxx as an employee of the
Company, with such upward adjustments as are appropriate to take
into account his position of increased responsibility. If
Xxxxx'x employment with the Company is terminated other than as
described in the preceding sentence, all rights and benefits
currently enjoyed by Xxxxx as an employee of the Company shall
terminate, unless provided otherwise in the Severance Agreement.
4. Section 7 is deleted in its entirety and replaced by
the following:
7. Termination for Cause. "Cause" shall have the
meaning set forth in the Severance Agreement.
5. A new Section 15 shall be added to the Agreement as
follows:
15. Severance Agreement. The terms of the Severance Agreement,
attached hereto as Exhibit 1, shall be part of this Agreement,
except that if Xxxxx elects to receive the benefits described in
Section 2(a), (a) he shall not receive the benefits described in
the Severance Agreement, but (b) all other provisions of the
Severance Agreement shall apply.
IN WITNESS WHEREOF, the Company and the Employee have
caused this amendment to be executed this 27th day of July, 1998.
XXXXX GROUP, INC.
By: /s/ X. X. Xxxxxxxxxxx, Xx.
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Its: Chairman of the Board of Directors,
President and Chief Executive Officer.
EMPLOYEE
By: /s/ Xxxxxx X. Xxxxx
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Attest: Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx
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