EXHIBIT 10.20
AMENDMENT TO EMPLOYMENT AND STOCK GRANT AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AND STOCK GRANT AGREEMENTS (the
"Amendment") is made effective as of March 16, 1995, by and between
Xxxx Stores, Inc. (the "Company") and Xxxxxx X. Xxxxxxx (the
"Executive"). The Executive and the Company previously entered into
an Employment Agreement of March 15, 1994 (the "Agreement") and the
Xxxx Stores, Inc. Stock Grant Agreement dated March 15, 1994 (the
"Grant"), and it is now the intention of the Executive and the Company
to amend the Agreement and the Grant as set forth below. Accordingly,
the Executive and the Company now enter into this Amendment.
I. The Executive and the Company hereby amend the Agreement as
follows:
A. Term. The termination date referred to in the
second line of paragraph 1 of the Agreement is changed to February 3,
1997.
B. Salary. The Executive's salary, referenced in
paragraph 4(a) of the Agreement, shall be not less than $430,000 per
annum.
C. Termination by Death. Paragraph 7(a) of the Agreement
is amended to read in its entirety as follows: "Death. The
Executive's employment shall terminate upon his death".
D. Compensation and Benefits Upon Death.
(1) In the event of the Executive's death, he (or his
designee or his estate) shall not be entitled to receive any of the
compensation or benefits set forth in paragraph 9(a) of the Agreement,
which paragraph is amended to read in its entirety as follows:
Disability, Without Cause or For Good Reason. If the
Executive's employment terminates pursuant to paragraph 7(b)
[Disability], (d) [Without Cause] or (e) [For Good Reason], the
Company shall:
(i) Salary: continue to pay the Executive his
then-current salary through the remaining term of this Agreement as
defined in paragraph 1;
(ii) Bonus: continue to pay the Executive an
annual bonus(es) throughout such remaining term; each such bonus shall
be in an amount equal to the greater of (A) the Executive's bonus
during the year prior to his termination or (B) the bonus that the
Executive would have earned under the Company's bonus plan in the year
that he was terminated had he remained in its employment; provided,
however, that such post-termination bonuses shall not exceed the
lesser of the 100% targeted amounts for those bonus payments in the
prior and then-current year, and such bonuses shall not be paid until
due under the Company's present bonus plan;
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(iii) Stock Options: with respect to any
stock options granted to the Executive by the Company, the Executive
shall immediately become vested in any unvested stock options upon
such termination; and
(iv) Restricted Stock: with respect to any
restricted stock granted to the Executive by the Company which has not
become vested as of such termination, the Executive shall immediately
become vested in a pro rata portion of such unvested stock in
accordance with the terms of the applicable stock grant agreements.
The Company shall have no further obligations to the Executive as a
result of such termination except as set forth in paragraph 12.
(2) Paragraph 9(d) of the Agreement is amended to read
in its entirety as follows:
Death or Voluntary Termination. If the Executive's
employment terminates pursuant to paragraph 7(a)[Death] or 7(g)
[Voluntary Termination], he (or his designee or his estate) shall be
paid his salary through his termination date and not thereafter. He
(or his designee or his estate) shall not be entitled to any bonus
payments that were not fully earned prior to his termination date, and
he (or his designee or his estate) shall not be entitled to any pro-
rated bonus payment for the year in which his employment terminates.
Any stock options granted to the Executive by the Company will
continue to vest only through the date on which his employment
terminates [provided, however, that if the Executive's employment
terminates as a result of his voluntary termination (but not as a
result of his death) within six months after a Change of Control, the
Executive shall immediately become fully-vested in any unvested stock
options previously granted to him by the Company] and any restricted
stock that was granted to the Executive by the Company that is
unvested as of the date on which his employment terminates will
automatically be reacquired by the Company and the Executive (or his
designee or his estate) shall have no further rights with respect to
such restricted stock. The Company shall have no further obligations
to the Executive as a result of the termination of his employment
pursuant to paragraph 7(a) [Death] or 7(g) [Voluntary Termination].
E. Life Insurance Option. Paragraph 9(f) ("Option to
Elect Life Insurance Coverage") is deleted in its entirety from the
Agreement and shall be of no further legal force or effect.
F. No Other Modifications. Except as modified by this
Amendment, the Agreement shall remain in full force and effect.
II. The Executive and the Company hereby amend the Grant as
follows:
A. No Vesting Upon Death. The phrase "(a)[Death]," is
hereby deleted from the third line of paragraph 3(a)(vii) of the
Grant.
B. Company Reacquisition Upon Death. The phrase
"7(a)[Death]," is hereby added following the word "paragraph" in the
second line of paragraph 3(b) of the Grant.
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C. No Other Modification. Except as modified by this
Amendment, the Grant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment and Stock Grant Agreements effective as of the date and
year first above written.
XXXX STORES, INC. EXECUTIVE
By: /s/X. Xxxxx /s/X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Chairman, Compensation Committee
