Exhibit 1.0
AMENDMENT TO CONSULTING AGREEMENT
August 26, 2004
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 and by Amendment to
Consulting Agreement dated as of April 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 as of May 1, 2004, 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 $392,000 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 immediately preceding
the Commencement Date, and on each anniversary date thereafter,
during the term of the Agreement, and (b) $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 to add the following
provision:
4.5 Bonus
The Independent Contraction is eligible to participate in the
Company's Executive Incentive Program, pursuant to which the
Independent Contractor may earn a receive a Bonus Award Payout up
to $440,000, if the Company achieves certain specific sales and
EBITDA thresholds as described in the Executive Incentive Program.
A copy of the 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:
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
By:
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President, Chief
Operating Officer, Chief Financial Officer, Treasurer and Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By:
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
