FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is made this 9th day of
February, 1999, by and between XXXXX XXXXXXXX ("Executive") and XXX. A. BANK
CLOTHIERS, INC. ("Employer") to that certain Amended and Restated Employment
Agreement, dated as of September 19, 1998 (the "Employment Agreement").
FOR GOOD AND VALUATION CONSIDERATION, the receipt and adequacy of which
are hereby acknowledged, Executive and Employer, being the sole parties to the
Employment Agreement, hereby amend the Employment Agreement as follows:
1. In Section 3.1, lines 2 and 7-8, delete the phrase "Chief
Merchandising Officer" and insert in lieu thereof the phrase
"Chief Operating Officer."
2. In Section 5.2, paragraph d, line 4, delete the phrase "Chief
Merchandising Officer" and insert in lieu thereof the phrase
"Chief Operating Officer."
3. In Section 5.3, delete clause (ii) and insert in lieu thereof the
clause "(ii) the occurrence of a change in control (as
hereinafter defined) of Employer provided that not more than 90
days shall have elapsed subsequent to Executive's becoming aware
of the occurrence of the change in control."
Except as specifically amended hereby, the Employment Agreement shall
remain in full force and effect according to its terms. To the extent of any
conflict between the terms of this Amendment and the terms of the remainder of
the Employment Agreement, the terms of this Amendment shall control and prevail.
Capitalized terms used but not defined herein shall have those respective
meanings attributed to them in the Employment Agreement. This Amendment shall
hereafter be deemed a part of the Employment Agreement for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
XXX. A. BANK CLOTHIERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: CEO
