AMENDMENT TO AMENDED RESTATED EMPLOYMENT AGREEMENT
THIS AGREEMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Amendment") is made and entered into this 20 day of March, 1997, by
and between XXXX STORES, INC. (the "Company") and XXXXXX X. XXXXXX
(the "Executive"). The Executive and the Company previously entered
into an Amended and Restated Employment Agreement as of June 1, 1995,
as amended thereafter (the "Agreement"), and it is now the intention
of the Executive and the Company to further amend the Agreement as set
forth below. Accordingly, the Executive and the Company now enter
into this Amendment.
The Executive and the Company hereby amend the Agreement
effective as of March 20, 1997 as follows:
Other Benefits: The following sentence is added at the end of
Paragraph 5(d)(i): "For purposes of this Paragraph 5(d), in the event
of a Change of Control, as defined in Paragraph 8(f) of the Agreement,
the "Company" shall include any other entity that is a successor to
the Company, whether by merger, consolidation, liquidation, as a
result of this sale, exchange or transfer of all or substantially all
of the Company's assets, or otherwise, and the provisions of this
Paragraph 5(d) shall continue to be binding on and shall be performed
by such successor for the benefit of the Executive and his heirs and
successors. Further, in the event of any such change of control the
"senior executives of the Company" referred to in the second sentence
of this Paragraph shall mean the senior executives who are members of
its executive committee, or equivalent, or if there is no such
committee who hold the most senior rank in the successor entity.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Amended and Restated Employment Agreement as of the date and year
first above written.
XXXX STORES, INC. EXECUTIVE
By:/s/X. Xxxxx /s/Xxxxxx X.Xxxxxx
XXXXXX X. XXXXX XXXXXX X. XXXXXX
Chairman, Compensation Committee
