EXHIBIT 10.2(d)
AMENDMENT TO JUNE 26, 2003 EMPLOYMENT AGREEMENT
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This Amendment to June 26, 2003 Employment Agreement ("Amendment") is
made by and between The Bon-Ton Stores, Inc., a Pennsylvania corporation (the
"Company") and Xxxxx Xxxxxxxx ("Employee").
WHEREAS, the Company and the Employee are parties to an Amended and
Restated Employment Agreement made on June 26, 2003 ("the June 26, 2003
Agreement"); and
WHEREAS, effective June 26, 2003, the Company granted Employee 24,812
shares in restricted stock of the Company which are subject to vesting over a
three-year term; and
WHEREAS, Employee has filed a Section 83(b) election and will pay taxes
relating to his receipt of the shares; and
WHEREAS, the Company and Employee mutually desire to amend the June 26,
2003 Agreement to address the potential tax burden on Employee in the event of
his discharge without Cause or resignation for Good Reason; and
WHEREAS, since June 26, 2003, Employee has agreed to resign a Board
membership, and the Company has agreed to supplement Employee's income to
compensate him for the loss of income resulting from this Board membership.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound hereby, the Company and
Employee agree as follows:
1. Paragraph 1(b) of the June 26, 2003 Agreement is amended to change
the words "Boards of Directors of Weathervane Retain Corporation and South Moon
Under" to "Board of Directors of Weathervane Retail Corporation."
2. For each of the Company's two fiscal years ending on or about
February 28, 2004 and February 28, 2005, Employee shall receive a supplemental
payment in the amount of
$12,000 to compensate him for his loss of income from his board membership. The
first such payment will be made within a reasonable time after execution of this
Amendment. The second payment will be due on the first anniversary date of the
first payment. Employee will not be entitled to any payment if he resigns his
employment without Good Reason or is discharged for Cause prior to the date of
payment. If Employee is discharged without Cause or resigns for Good Reason, the
supplemental payment shall be treated as a benefit for purposes of Paragraph
12(a)(i) of the June 26, 2003 Agreement.
3. Paragraph 12(a) of the June 26, 2003 Agreement is amended to
substitute the following new subparagraph (vi): In the event that Employee is
discharged without Cause or resigns for Good Reason, Employee shall be entitled
to reimbursement by the Company of the actual amount of all taxes paid by
Employee with respect to his receipt of the shares of stock which were granted
to him on June 26, 2003 which are not vested or do not otherwise become vested
in connection with Employee's discharge without Cause or resignation for Good
Reason.
4. Paragraph 12(a) of the June 26, 2003 Agreement is amended to add the
following new subparagraph (vii): Except as set forth above in this Paragraph
12(a), Employee shall not be eligible for any payments or other benefits upon
termination of his employment without Cause or resignation for Good Reason.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed and delivered this Amendment under seal in Pennsylvania.
THE BON-TON STORES, INC.
By: /s/ M. Xxxxxx Xxxxxxxxxx
M. Xxxxxx Xxxxxxxxxx
Chief Executive Officer
XXXXX XXXXXXXX
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/s/ Xxxxx Xxxxxxxx
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