THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT is made and entered into this 15th day of April, 1997,
by and between XXXX STORES, INC. (the "Company") and
XXXXXX X. XXXXXX (the "Executive").
A. The Company and the Executive have previously
entered into an Amended and Restated Employment Agreement as of
June 1, 1995, as amended (the "Agreement").
B. The Company and the Executive now desire to
further amend the Agreement to provide for additional consulting
fees in the event of a Change of Control to reflect payment for
additional counseling services that may be required of the
Executive.
1. Accordingly, the Company and the Executive hereby
further amend the Agreement to add a new subparagraph 5(a)(iv) as
follows:
"(iv) Upon the consummation of a Change of Control and
provided that the Board of Directors of the Company has
requested that the Executive provide consulting services in
connection with any such Change of Control, the Company shall pay
to the Executive an additional lump sum consulting fee in the
amount of $1,500,000 (the "Lump Sum Fee"). The Executive shall
be entitled to payment of a Lump Sum Fee with respect to any
Change of Control transaction for which Executive provided
consulting services during the term of the Agreement
notwithstanding that the consummation thereof occurred after the
expiration or termination of the Agreement. If the Lump Sum Fee
is subject to the tax ("Excise Tax") imposed by Section 4999 of
the Internal Revenue Code, the Company shall reimburse the
Executive in an amount such that, after deduction of any Excise
Tax payments paid by the Executive, and any federal, state or
local income tax and Excise Taxes paid as a result of such
reimbursement, the net funds retained by the Executive shall be
equal to the Lump Sum Fee."
2. Except as modified by this Amendment, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third
Amendment to the 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
Its: Chairman, Compensation Committee Xxxxxx X. Xxxxxx
