THIRD AMENDMENT TO THE
INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT
This Third Amendment to the Independent Contractor Consultancy Agreement
(the "Consultancy Agreement") is made and entered into by and between Xxxx
Stores, Inc. (the "Company") and Xxxxxx X. Xxxxxx (the "Contractor"). The
Company and the Contractor previously entered into an Independent Contractor
Consultancy Agreement that became effective February 1, 2000 and continued in
effect until January 31, 2001. The original Consultancy Agreement was extended
from February 1, 2001 until January 31, 2002 in the Amendment to the Independent
Contractor Consultancy Agreement. The original Consultancy Agreement was further
extended from February 1, 2002 until January 31, 2003 in the Second Amendment to
the Independent Contractor Consultancy Agreement. It is now the intention of the
Company and the Contractor to further amend these agreements as set forth below.
Accordingly, the Company and the Contractor now amend the agreements as follows:
A. Amendments.
Paragraph 8.1, will be amended in its entirety to read as follows:
8.1 Term. This Third Amendment is effective as of February 1, 2003
("Effective Date") and will continue until January 31, 2004
("Consultancy Termination Date"). This Agreement is renewable upon
the mutual consent of both parties. The terms of such renewal must
be in writing and signed by both Company and Contractor.
Paragraph 9.5, will be amended in its entirety to read as follows:
9.5 Entire Agreement. This Third Amendment to the Independent
Contractor Consultancy Agreement, the Second Amendment to the
Independent Contractor Consultancy Agreement effective February 1,
2002, the Amendment to the Independent Contractor Consultancy
Agreement effective February 1, 2001, and the Independent Contractor
Consultancy Agreement effective February 1, 2000 constitute the
entire agreement between the parties relating to this subject matter
and all prior or contemporaneous oral or written agreements
concerning such subject matter, including relevant terms from the
parties prior Amended and Restated Employment Agreement and
subsequent amendments. The terms of the Third Amendment to the
Independent Contractor Consultancy Agreement and the surviving terms
of the Independent Contractor Consultancy Agreement, the Second
Amendment to the Independent Contractor Consultancy Agreement and
Amendment to the Independent Contractor Consultancy Agreement will
govern all services undertaken by Contractor for Company beginning
February 1, 2003 and continuing until January 31, 2004, unless
otherwise agreed in writing by the parties.
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B. No Other Modifications.
Except as modified by this Agreement, the Independent Contractor
Consultancy Agreement that became effective February 1, 2000, the
Amendment to the Independent Contractor Consultancy Agreement that
became effective February 1, 2001, and the Second Amendment to the
Independent Contractor Consultancy Agreement that became effective
February 1, 2002 shall remain in force and effect during the term of
this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment,
effective February 1, 2003.
Company: Contractor:
Xxxx Stores, Inc. Xxxxxx X. Xxxxxx
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- ------------------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice Chairman & CEO Title: Chairman of the Board
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