AMENDMENT TO CONSULTING AGREEMENT
June 15, 2005
WHEREAS, Casual Male Retail Group, Inc., (formerly Designs, Inc., the
"Corporation") and Jewelcor Management, Inc. (the "Independent Contractor")
entered into a certain Consulting Agreement dated as of April 29, 2000,
as amended by Letter Agreement dated April 28, 2001, by Letter Agreement
dated as of April 28, 2002, by Amendment to Consulting Agreement dated as
of April 29, 2003, by Amendment to Consulting Agreement dated as of
April 26, 2004, and by Amendment to Consulting Agreement dated as of
August 26, 2004 (hereinafter referred to as the "Agreement"), and
WHEREAS, Corporation and Independent Contractor wish to amend, modify
and/or restate certain terms, provisions, conditions and covenants of
the Agreement.
NOW THEREFORE, in consideration of the foregoing, and for and in
consideration of the mutual promises and covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged, the
Corporation and the Independent Contractor hereby agree to amend the
Agreement as follows:
1. Effective May 9, 2005, subject to the provisions of Section 4 of the
Agreement, the consideration to be furnished to the Independent Contractor
by the Corporation for the Services rendered by the Independent Contractor
under the Agreement shall consist of (a) annual compensation of $412,000
payable, at the election of the Independent Contractor, either in cash or
in non-forfeitable, fully paid and non-assessable shares of Common Stock
of the Corporation, the number of which shares of Common Stock shall be
valued as of, and determined by, the last closing price on May 9, 2005,
and (b) an annual amount of $24,000 payable in monthly installments of
$2,000 per month for the reimbursement of expenses incurred by the
Independent Contractor in the rendering of Services under the Agreement.
Section 4 of the Agreement is further amended as follows:
4.5 Bonus
The Independent Contraction is eligible to participate in the Company's
2005 Executive Incentive Program, pursuant to which the Independent
Contractor may earn a receive a Bonus Award Payout up to $460,000,
if the Company achieves certain specific sales and EBITDA thresholds as
described in the 2005 Executive Incentive Program. A copy of the 2005
Executive Incentive Program is attached hereto. This Agreement must be
in force at the end of the respective fiscal year and at the time the
bonus is distributed to be eligible to receive such payout.
The remaining terms of the Agreement shall remain in full force and
effect without change. For the avoidance of doubt, the parties hereby
agree and acknowledge that the foregoing extension does not change the
compensation or other rights or obligations of the parties originally
provided in the Agreement with respect to any prior period.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to Consulting Agreement as a sealed instrument, in any number of
counterpart copies, each of which shall be deemed an original for all
purposes, as of the day and year first written above.
THE CORPORATION:
CASUAL MALE RETAIL GROUP, INC.
By: ____/s/_David Levin___________
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
By: ____/s/_ Xxxxxx X. Hernreich______
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President, Chief
Operating Officer, Chief Financial Officer,
Treasurer and Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By: __/s/ __Seymour Holtzman_________
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
