EXHIBIT 10.3
AMENDMENT NUMBER ONE TO
EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
This AMENDMENT NUMBER ONE TO EMPLOYMENT AND NONINTERFERENCE AGREEMENT,
dated as of December __, 2001 (this "Amendment"), is by and between Xxxxxx
Xxxxxxx (the "Executive") and Citi Trends, Inc., f/k/a Allied Fashion, Inc., a
Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, the Company and the Executive are parties to that certain
Employment and Non-Interference Agreement, dated April 13, 1999 (the "Original
Agreement" and, as amended by this Amendment, the "Agreement");
WHEREAS, the Company and the Executive wish to amend certain terms of the
Original Agreement as set forth herein; and
WHEREAS, capitalized terms not defined herein shall have the respective
meanings set forth in the Original Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
Section 1. Section 1 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:
"1. Nature of Employment
The Company hereby employs Executive, and Executive agrees to accept
such employment, as President and Chief Merchandising Officer of the Company."
Section 2. Section 3 of the Original Agreement is hereby amended by
deleting the figure "$190,000" and inserting in lieu thereof "215,000".
Section 3. Section 4 of the Original Agreement is hereby amended by
deleting the words "on the date hereof" and inserting in lieu thereof the words
"on December_____________, 2001".
Section 4. Section 14 of the Original Agreement is hereby amended
(a) by inserting as the notice information for the Executive the
following;
"Xxxxxx Xxxxxxx
c/o Citi Trends, Inc.
000 XXXX XX,
XXXXXXXX, XX 00000"
(b) by inserting as the notice information for the Company the
following:
"Citi Trends, Inc.
c/o Hampshire Equity Partners
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile No.: 000-000-0000"; and
(c) by deleting the name "Xxxxxxx X. Xxxxxxxxx" and inserting in
lieu thereof "Xxxxxxx X. Xxxxx".
Section 5. Exhibit A to the Original Agreement is hereby deleted and
replaced with Exhibit A attached hereto and all references to "Exhibit A" in the
Agreement shall hereafter be references to Exhibit A to this Amendment.
Section 6. Acknowledgement and Waiver. Executive agrees and acknowledges
that his reassignment to the position of President and Chief Merchandising
Officer, as contemplated by this Amendment shall not constitute a Reason for
termination within the meaning of the Agreement and Executive hereby expressly
waives any right he may have to assert that such reassignment constitutes Reason
within the meaning of the Agreement.
Section 7. Except as expressly provided herein, the Original Agreement
shall remain in full force and effect. On or after the effectiveness of this
Amendment, each reference in the Original Agreement to "this Agreement,"
"hereof," "hereunder," "herein" and words of similar import, and each reference
to the Original Agreement in any other agreements, documents or instruments
executed and delivered pursuant to the Original Agreement, shall mean and be a
reference to the Original Agreement, as amended by this Amendment.
Section 8. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
GEORGIA.
Section 9. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first written above.
EXECUTIVE:
/s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
CITI TRENDS, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: CHAIRMAN
3
Exhibit A
Bonus Calculation for Xxxxxx Xxxxxxx
Executive's Target Bonus shall be 50% of his annual base salary, as set forth in
Section 3(a) of the Agreement,
Criteria for achievement of the Target Bonus shall be as follows, to be
calculated in accordance with the Performance Matrix set forth below; provided,
however, that for fiscal year 2001, 50% ($53,750) of the Executive's Target
Bonus shall be guaranteed and the remaining 50% shall be subject to the Criteria
and Performance Matrix set forth below, applied to the period from August 2001
to January 2002, versus the reforecast as of June 13, 2001.
Criteria Percentage of Target Bonus
-------- --------------------------
Achievement of budgeted sales (including new stores) 30%
Achievement of budgeted gross profit dollars 30%
Achievement of budgeted EBIT 20%
At the discretion of the Board of Directors 20%
Performance Matrix;
% Range of Budget Multiple % Range of Total Bonus
----------------- -------- ----------------------
80% 85% 1.00x 20% 25%
86% 90% 2.00x 27% 37%
91% 99% 3.00x 40% 67%
100% 110% 2.00x 100% 120%
110% 120% 3.00x 120% 150%
120% 130% 5.00x 150% 200%
Above 130% 200%
4
