Exhibit 10.3
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 3 made as of the 6th day of December, 2002, to
the Employment Agreement (as amended, the "Agreement") made as of the 20th day
of November, 1998, between UNITED RETAIL GROUP, INC., a Delaware corporation,
with principal offices at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxx Xxxxxx
00000-0000 and XXXXXXX X. XXXXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx
00X, Xxxxxxxxxx, Xxx Xxxxxx 00000.
WHEREAS, capitalized terms used herein and defined in the Agreement
shall have the same meaning as in the Agreement;
WHEREAS, the Executive is an attorney admitted to practice before
the courts of the State of New York and the United States District Court for
the Southern District of New York;
WHEREAS, the Executive has been employed by the Company as its
Senior Vice President - General Counsel to provide, among other things, advice
on the laws of the State of New York and the federal laws of the United States
and to supervise the representation before courts and legislative and
administrative bodies of the Company and its subsidiaries;
WHEREAS, the Company desires to continue the professional services
of the Executive, and the Executive desires to continue to provide such
services to the Company, on the terms set forth in the Agreement; and
WHEREAS, the provisions of this Amendment were recommended by the
Compensation Committee of the Company's Board of Directors on December 5,
2002, and approved by the Company's Board of Directors on December 6, 2002.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 1(s) of the Agreement is amended to read in its entirety as follows:
"(s) Term of Employment shall mean the period of time
commencing on November 20, 1998 and ending on July 30,
2007 or such later date as may be mutually agreed upon by
the Board of Directors and the Executive. (For the
avoidance of doubt, Term of Employment as used herein may
extend beyond the termination of the Executive's
employment.)"
2. All the other provisions of the Agreement shall remain in force unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment in Xxxxxxxx Park, New Jersey, in duplicate originals on
December 6, 2002.
UNITED RETAIL GROUP, INC.
By:/s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: Chairman of the Board
/s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx
KPC amend no. 3
KPC:jmt