EXHIBIT 10.33
AGREEMENT TO AMEND CONSULTING AGREEMENT
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This Agreement to amend Consulting Agreement is made as of the 27th day of
April 1999 (the "Effective Date"), by and between Xxxxxxx X. Xxxx (the
"Consultant") and Xxxxxxx Shoe Company Inc., a Delaware corporation (the
"Company").
WHEREAS, the Consultant and the Company are currently parties to a certain
consulting agreement dated as of April 27, 1998 (the "Consulting Agreement");
and
WHEREAS, the Board of Directors of the Company (the "Board") deems it to be
in the best interests of the Company to amend the Consulting Agreement and has
approved on June 24, 1999 certain amendments to the Consulting Agreement; and
WHEREAS, the Consultant and the Company each wishes to amend the Consulting
Agreement to incorporate the amendments approved by the Board; and
WHEREAS, the Consultant and the Company each agrees that the terms and
conditions of the Consulting Agreement shall remain in full force and effect
except as such terms and conditions may be amended herein; and
WHEREAS, the Company desires to continue to engage Consultant as an
independent contractor to provide advice in connection with the business of the
Company and related strategic planning, customer relations and marketing issues
of the Company and the Consultant desires to continue to provide such services
on the terms and conditions set forth in the Consulting Agreement and as amended
by this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
acknowledge and agree that the Consulting Agreement is amended and modified as
follows:
1. Section 2 of the Consulting Agreement is hereby amended by replacing
such Section in its entirety with the following:
"This Agreement shall commence on the date hereof and shall continue
through and including April 26, 2002 ("Term")."
2. Section 3.2 of the Consulting Agreement is hereby amended by replacing
the first sentence of such Section in its entirety with the following:
"During the Term, the Consultant agrees to perform such services as may be
specifically requested by the Chief Executive Officer of the Company for up to
240 hours per year consistent with the knowledge and expertise of the
Consultant."
3. This Agreement (i) shall be binding upon the parties hereto and their
respective successors, agents, representatives, assigns, officers, directors and
employees; (ii) may not be amended or modified except in writing; (iii)
represents the entire understanding between the
parties with respect to the subject matter hereof; and (iv) may be executed in
separate counterparts, each of which shall be deemed an original but all such
counterparts shall together constitute one and the same instrument. Except for
the foregoing, the provisions of the Consulting Agreement shall govern the
subject matter hereof; provided that, in the event of any conflict between the
Consulting Agreement and this Agreement, the provisions of this Agreement shall
govern.
IN WITNESS WHEREOF, the Company and Consultant have duly executed this
Agreement on June 24, 1999, which shall be effective as of April 27, 1999.
XXXXXXX SHOE COMPANY INC. CONSULTANT
By:_______________________________ ______________________
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxx
Chairman and Chief Executive
Officer
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