EXHIBIT 2.0
AMENDMENT TO CONSULTING AGREEMENT
April 26, 2004
WHEREAS, Casual Male Retail Group, Inc., (formerly Designs, Inc., the
"Corporation") and Jewelcor Management, Inc. (the "Independent Contractor")
entered into a certain Consulting Agreement dated as of April 29, 2000, as
amended by Letter Agreement dated April 28, 2001, by Letter Agreement dated as
of April 28, 2002 and by Amendment to Consulting Agreement dated as of
April 29, 2003, (hereinafter referred to as the "Agreement"), and
WHEREAS, Corporation and Independent Contractor wish to amend, modify and/or
restate certain terms, provisions, conditions and covenants of the Agreement.
NOW THEREFORE, in consideration of the foregoing, and for and in consideration
of the mutual promises and covenants set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the Corporation and the Independent Contractor
hereby agree to amend the Agreement as follows:
1.Subject to the provisions of Section 4 of the Agreement, the
consideration to be furnished to the Independent Contractor by the
Corporation for the Services rendered by the Independent Contractor under
the Agreement shall consist of (a) annual compensation of $326,000.00
payable, at the election of the Independent Contractor, either in cash or
in non-forfeitable, fully paid and non-assessable shares of Common Stock
of the Corporation, the number of which shares of Common Stock shall be
valued as of, and determined by, the last closing price immediately
preceding the Commencement Date, and on each anniversary date thereafter,
during the term of the Agreement, and (b) the reimbursement of actual and
direct out-of-pocket expenses incurred by the Independent Contractor in
the rendering of Services under the Agreement.
The remaining terms of the Agreement shall remain in full force and effect
without change. For the avoidance of doubt, the parties hereby agree and
acknowledge that the foregoing extension does not change the compensation or
other rights or obligations of the parties originally provided in the Agreement
with respect to any prior period.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Consulting Agreement as a sealed instrument, in any number of counterpart
copies, each of which shall be deemed an original for all purposes, as of the
day and year first written above.
THE CORPORATION:
CASUAL MALE RETAIL GROUP, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President, Chief Operating Officer, Chief Financial
Officer, Treasurer and Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
