EXHIBIT 10.64
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment No. 1") to that certain Employment
Agreement dated as of May 1, 1996 (the "Employment Agreement") between Xxxxxx X.
Xxxxxxx (the "Executive") and X.X. Management Services, Inc., a Delaware
corporation (the "Corporation"), is dated as of July 15, 1996, and is entered
into between the Executive and the Corporation. All capitalized terms not
otherwise defined shall have the same meaning ascribed to them in the Employment
Agreement.
R E C I T A L S
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WHEREAS, the Corporation has decided to promote the Executive from
Executive Vice President/President - Lane Xxxxxx to President of Brylane, L.P.
subject to the terms and conditions set forth in this Amendment herein and the
Executive has agreed to accept such promotion.
A G R E E M E N T
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NOW, THEREFORE, the parties hereto have agreed, and do hereby mutually
agree to the following Amendment No. 1 to the Employment Agreement:
1. The first sentence of Section 1 of the Employment Agreement shall
be amended in its entirety to read as follows:
"Subject to the other terms and conditions set forth herein, the
Corporation hereby employs the Executive, and the Executive agrees to be
employed by the Corporation, as President, for a term commencing on May 1, 1996
and continuing until the earlier of April 30, 1997 or the date such employment
shall have been terminated as provided in Section 3 hereof."
2. The third sentence of Section 1 of the Employment Agreement shall
be amended in its entirety to read as follows:
"In her capacity as President, the Executive shall faithfully
perform to the best of her ability and in a satisfactory manner all services and
acts necessary or advisable as may be assigned to her by the Chief Executive
Officer."
3. The first sentence of subparagraph (a) of Section 2 of the
Employment Agreement shall be amended in its entirety to read as follows:
"For all services to be rendered by Executive hereunder, and for
all rights granted the Corporation hereunder, the Executive shall be paid by the
Corporation a base salary at the annual rate of $385,000 for each 12-month
period of the term hereof, prorated for any portion thereof, payable in
substantially equal bimonthly installments, less required withholdings."
4. The last sentence of Exhibit A to the Employment Agreement shall
be amended in its entirety to read as follows:
"The Executive's individual participant percentage under such
plan will be 60%, subject to any adjustments by the Partnership Board, or the
Committee, as it may see fit in its sole discretion."
5. Except as set forth above, all other provisions of the Employment
Agreement shall remain in full force and effect, including without limitation,
Sections 3 and 4 relating to the rights and obligations of the Executive upon
termination of the Executive's employment with the Corporation.
6. This Amendment No. 1 may be executed in counterparts, which when
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the day and year first above written.
The "Corporation": X.X. MANAGEMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: President and
Chief Executive Officer
The "Executive": XXXXXX X. XXXXXXX
/s/ Xxxxxx Xxxxxxx
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Signature
The undersigned hereby guarantees the
performance of this Amendment No. 1 by
X.X. Management Services, Inc., a
Delaware corporation
BRYLANE, L.P.
/s/ Xxxxx X. Xxxxxxx
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Its: Authorized Representative
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