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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
WHEREAS, Florsheim Group Inc. (the "Company") and Xxxxx X. Xxxxxxxxx, Xx.
executed and Employment Agreement (the "Agreement") dated March 23, 2000; and
WHEREAS, the Company and Corritori desire to amend certain terms of the
Agreement, and
NOW THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements herein set forth, the Company and Corritori hereby
agree to the following amendments to the Agreement:
1. Section 4(d) shall be amended to read as follows:
(d) Housing. The Company shall provide Corritori with a two- bedroom
apartment in Chicago, Illinois for the shorter of (j) the first
thirty-six months of this agreement or (ii) until Corritori relocates
to the Chicago area. In the event that the Company is actively offered
for sale or there has been a Change in Control prior to the expiration
of the first three years of the Agreement, Corritori shall not be
required to relocate to Chicago until such time the Company is no
longer for sale, provided there has been no change in control.
2. Section 4 (i) shall be amended by deleting subsections (iii) and
substituting the following subsections (iii), (iv), and (v) to read as
follow:
(iii) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own, directly or indirectly, more than
50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, and
as, a result of any of these transactions, Apollo ceases to be
the largest shareholder of the reorganized, merged or
consolidated company or ceases to own at least 20% of the
remaining outstanding shares of the reorganized, merged or
consolidated company; or
(iv) Approval by the stockholders of the Company of a sale of all or
substantially all of the assets of the Company; or
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(v) Approval by the stockholders of the Company of a liquidation or
dissolution of the Company and, as a result of either of these
transactions, Apollo ceases to be the largest shareholder of the
Company, in each case, unless the transaction was approved by a
majority of the directors then comprising the Incumbent Board.
3. Section 4 shall hereby be amended by adding a new paragraph 4(k) to
read as follows:
(k) Taxes: The Company shall reimburse Corritori, in the form of a
income tax "gross-up", for the effects of any deemed compensation
relating the Company's payment of housing or commuting expenses for
the first two years of the Agreement.
The remaining terms of the Agreement shall remain in effect as stated
in the Agreement.
IN WITNESS WHEREOF, the Company and Corritori have executed the Amendment
on this 5th day of April, 2001.
Xxxxx X. Xxxxxxxxx, Xx. Florsheim Group Inc.
/s/ Xxxxx X. Xxxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
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Its: Executive Vice President, CFO
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