EXHIBIT 10.16
AMENDMENT TO EMPLOYMENT AND STOCK GRANT AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AND STOCK GRANT AGREEMENTS (the
"Amendment") is made effective as of March 16, 1995, by and between Xxxx
Stores, Inc. (the "Company") and Xxxxxx X. Xxxxxx (the "Executive"). The
Executive and the Company previously entered into an Employment Agreement of
June 8, 1994 (the "Agreement") and the Xxxx Stores, Inc. Stock Grant
Agreement dated March 15, 1994 (the "Grant"), and it is now the intention of
the Executive and the Company to amend the Agreement and the Grant as set
forth below. Accordingly, the Executive and the Company now enter into this
Amendment.
I. The Executive and the Company hereby amend the Agreement as
follows:
A. Salary. The Executive's salary, referenced in paragraph 4(a)
of the Agreement, shall be not less than $522,000 per annum.
B. Termination by Death. Paragraph 7(a) of the Agreement is
amended to read in its entirety as follows: "Death. The Executive's
employment shall terminate upon his death".
C. Compensation and Benefits Upon Death.
(1) In the event of the Executive's death, he (or his
designee or his estate) shall not be entitled to receive any of the
compensation or benefits set forth in paragraph 9(a) of the Agreement, which
paragraph is amended to read in its entirety as follows:
Disability, Without Cause or For Good Reason. If the
Executive's employment terminates pursuant to paragraph 7(b) [Disability],
(d) [Without Cause] or (e) [For Good Reason], the Company shall:
(i) Salary: continue to pay the Executive his then-
current salary through the remaining term of this Agreement as defined in
paragraph 1;
(ii) Bonus: continue to pay the Executive an annual
bonus(es) throughout such remaining term; each such bonus shall be in an
amount equal to the greater of (A) the Executive's bonus during the year
prior to his termination or (B) the bonus that the Executive would have
earned under the Company's bonus plan in the year that he was terminated had
he remained in its employment; provided, however, that such post-termination
bonuses shall not exceed the lesser of the 100% targeted amounts for those
bonus payments in the prior and then-current year, and such bonuses shall not
be paid until due under the Company's present bonus plan;
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(iii) Stock Options: with respect to any stock
options granted to the Executive by the Company, the Executive shall
immediately become vested in any unvested stock options upon such
termination; and
(iv) Restricted Stock: with respect to any restricted
stock granted to the Executive by the Company which has not become vested as
of such termination, the Executive shall immediately become vested in a pro
rata portion of such unvested stock in accordance with the terms of the
applicable stock grant agreements.
The Company shall have no further obligations to the Executive as a result of
such termination except as set forth in paragraphs 9(f) and 12.
(2) Paragraph 9(d) of the Agreement is amended to read in its
entirety as follows:
Death or Voluntary Termination. If the Executive's employment
terminates pursuant to paragraph 7(a)[Death] or 7(g) [Voluntary
Termination], he (or his designee or his estate) shall be paid his salary
through his termination date and not thereafter. He (or his designee or his
estate) shall not be entitled to any bonus payments that were not fully
earned prior to his termination date, and he (or his designee or his estate)
shall not be entitled to any pro-rated bonus payment for the year in which
his employment terminates. Any stock options granted to the Executive by the
Company will continue to vest only through the date on which his employment
terminates [provided, however, that if the Executive's employment terminates
as a result of his voluntary termination (but not as a result of his death)
within six months after a Change of Control, the Executive shall immediately
become fully-vested in any unvested stock options previously granted to him
by the Company] and any restricted stock that was granted to the Executive by
the Company that is unvested as of the date on which his employment
terminates will automatically be reacquired by the Company and the Executive
(or his designee or his estate) shall have no further rights with respect to
such restricted stock. The Company shall have no further obligations to the
Executive as a result of the termination of his employment pursuant to
paragraph 7(a) [Death] or 7(g) [Voluntary Termination].
D. Life Insurance Option. Paragraph 9(g) ("Option to Elect Life
Insurance Coverage") is deleted in its entirety from the Agreement and shall
be of no further legal force or effect.
E. No Other Modifications. Except as modified by this Amendment,
the Agreement shall remain in full force and effect.
II. The Executive and the Company hereby amend the Grant as follows:
A. No Vesting Upon Death. The phrase "1[Death]," is hereby
deleted from the third line of paragraph 3(a)(vi) of the Grant.
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B. Company Reacquisition Upon Death. The phrase "1[Death]," is
hereby added following the word "item" in the second line of paragraph 3(b)
of the Grant.
C. No Other Modification. Except as modified by this Amendment,
the Grant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment and Stock Grant Agreements effective 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
