Exhibit 10-F-5
April 11, 2002
Xx. Xxxx X. Xxxxx
Hartmarx Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amended and Restated Employment Agreement Effective as of
November 27, 2000 (the "Employment Agreement") and Amended
and Restated Severance Agreement Effective as of November 27, 2000
(the "Severance Agreement")
Dear Xx. Xxxxx:
Reference is made to the Employment Agreement and the Severance Agreement
between you, as Executive, and Hartmarx Corporation (the "Company").
Hartmarx Corporation has been authorized by the Compensation and Stock
Option Committee of the Board of Directors to amend the Employment
Agreement and the Severance Agreement in certain respects, effective as of
April 11, 2002, as set forth below.
A. Employment Agreement
1. Sections 1, 4(d)(iii) and 4(d)(iv) are hereby amended by
deleting the phrase "Chief Operating Officer" and inserting in its
place, the phrase "Chief Executive Officer";
2. Section 3(a) is amended by replacing the first sentence
thereof with the following:
"During the Agreement Period the Company shall pay the executive
an annual base salary of not less than $539,400 ("Base Salary").";
3. Section 4(c)(iii) is amended by deleting the phrase ", the
Chief Executive Officer" in the fifth line following clause (D);
4. Section 4(d)(x) is amended by deleting the phrase "or the
Chief Executive Officer of the Company"; and
5. Section 9 is hereby amended by deleting the phrase "Chief
Executive Officer" in lines 4 and 5, and inserting in its place,
the phrase "General Counsel".
X. Xxxxxxxxx Agreement
1. Section 4(c)(ii) is amended by deleting the phrase ", the
Chief Executive Officer" in the fifth line following clause (C);
2. Sections 4(d)(iii) and 4(d)(iv) are hereby amended by
deleting the phrase "Chief Operating Officer" and inserting in its
place, the phrase "Chief Executive Officer";
3. Section 4(d)(xi) is amended by deleting the phrase "or the
Chief Executive Officer of the Company"; and
4. Section 10 is hereby amended by deleting the phrase "Chief
Executive Officer" in line 4 and inserting in its place, the
phrase "General Counsel".
Please sign both copies of this letter where indicated below
evidencing your agreement to these amendments to the Employment Agreement
and Severance Agreement. When fully executed, this letter will serve as an
amendment to the Employment Agreement and Severance Agreement and, except
as expressly amended by this letter, the Employment Agreement and Severance
Agreement shall each remain in full force and effect in accordance with
their respective terms.
[Remainder of page intentionally left blank;
signatures appear on immediately following page]
Very truly yours,
/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Chairman
Compensation and Stock Option
Committee of the Board of Directors
Agreed and Accepted this
11th day of April, 2002
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
