Exhibit 3
AMENDMENT TO
CONSULTING AGREEMENT
APRIL 29, 2003
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 and by Letter Agreement dated as of April 28, 2002 (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. The term of the Agreement shall be extended for an additional
period of three (3) years commencing on April 29, 2003 (the
"Commencement Date") and ending on April 28, 2006 (the "Expiration Date").
This Agreement shall automatically be extended for an additional one (1)
year term on each anniversary date of the Agreement unless either party
shall give the other at least ninety (90) days written notice prior to
such anniversary date of their intention to terminate this Agreement.
2. 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 $276,000,
payable 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. (The number of shares of
Common Stock of the Corporation equal to $276,000 on April 28, 2003,
the date immediately preceding the Commencement Date, is 70,769 at
$3.90 per share), 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.
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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/
Name: Xxxxxx X. Herenreich
Title: Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, Treasurer and Secretary
By: /S/
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By:/S/
Xxxxxxx Xxxxxxxx
