EXHIBIT 10.26
MOVIE STAR, INC.
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
As of November 28, 2006
Xxxxxx Xxxxxx
Re: Amended and Restated Employment Agreement dated as of October 3, 2006
Dear Xxx:
We refer you to your Amended and Restated Employment Agreement, dated as of
October 3, 2006 ("Employment Agreement"), with Movie Star, Inc. ("Company").
This letter will serve to amend your Employment Agreement as set forth below,
effective as of November 28, 2006. Except as herein amended, all other
provisions of the Employment Agreement shall remain in full force and effect.
1. Paragraph 3.3(a) shall be deleted in its entirety and replaced with the
following:
"Initial Term Bonus. In addition to the Initial Term Base Salary, for
each of the fiscal years ending June 30, 2007, 2008 and 2009, Executive
shall be paid a bonus ("Initial Term Bonus") in accordance with the terms
of the Company's senior executive incentive compensation pool as adopted by
the Compensation Committee of the Board of Directors in September 1998
("1998 Incentive Plan"), in an amount equal to 3.0% of the Company's net
income before taxes and before calculation of all bonuses under the 1998
Incentive Plan for such fiscal year, and excluding the expenses that the
Company records for accounting purposes as transaction expenses associated
with a Significant Acquisition or a prospective Significant Acquisition in
accordance with Generally Accepted Accounting Principles ("Net Income") in
excess of $1,200,000 and up to $3,200,000, and equal to 3.75% of Net Income
in excess of $3,200,000 ("Initial Term Bonus Calculation"). Any amounts due
under this paragraph 3.3(a) shall be payable to the Executive within 90
days of the end of the applicable fiscal year in a cash lump-sum payment.
Notwithstanding the foregoing, if a Significant Acquisition is completed,
the Initial Term Bonus Calculation shall be based on the Net Income of only
that portion of the Company's operations that are comparable to the
Company's operations immediately prior to a Significant Acquisition. By way
of example, and not of limitation, the operations of the Company as of the
date of this Agreement are designing, manufacturing (through independent
contractors) and importing, and wholesaling women's intimate apparel.
Please confirm your agreement to the foregoing by countersigning and
returning a copy of this letter.
MOVIE STAR, INC.
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx
Executive Vice President
AGREED:
/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
