Exhibit 10-F-4
April 11, 2002
Xx. Xxxxxx X. Hand
Hartmarx Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amended and Restated Employment Agreement Effective as of
November 27, 2000 (the "Employment Agreement") and Amended
and Restated Severance Agreement Effective as of
November 27, 2000 (the "Severance Agreement")
Dear Mr. Hand:
Reference is made to the Employment Agreement and the Severance Agreement
between you, as Executive, and Hartmarx Corporation (the "Company").
Hartmarx Corporation has been authorized by the Compensation and Stock
Option Committee of the Board of Directors to amend the Employment
Agreement and the Severance Agreement in certain respects, effective as of
April 11, 2002, as set forth below.
A. Employment Agreement
1. Section 1 is hereby amended as follows:
"1. Agreement Period. The Company hereby employs
Executive and Executive hereby agrees to remain in the employ
of the Company for an employment term ("Agreement Period")
beginning on the date of this Agreement, and continuing in
effect through June 30, 2004; provided, however, that (a) in
the event a Change in Control (as defined in the Severance
Agreement ) shall occur at any time prior to June 30, 2004,
the Agreement Period shall be extended to June 30, 2005; and
(b) if the Executive's employment is terminated for any
reason following a Change in Control (as defined in the
Severance Agreement), the Agreement Period shall terminate
upon such termination of employment and the Executive's
rights with respect to such termination of employment
(including the reasons therefor) shall be governed by the
provisions of the Severance Agreement unless the Severance
Agreement is not then in effect in which case the Executive's
rights with respect to such termination shall be governed by
the provisions of this Agreement. While Executive is employed
by the Company during the Agreement Period, the Company shall
use its best efforts to have the Board of Directors elect
Executive to the office of Chairman of the Board of Directors
of the Company. As Chairman of the Board of Directors,
Executive shall assume the authority, duties and
responsibilities as are commensurate and consistent with such
positions and titles.";
2. Section 3(a) is amended by replacing the first sentence
thereof with the following:
"During the Agreement Period the Company shall pay the Executive
an annual base salary of not less than $688,200 ("Base Salary").";
3. Sections 4(d)(iii) and 4(d)(iv) are hereby amended by
deleting the phrase "Chairman and Chief Executive Officer" and inserting
the phrase "Chairman of the Board of Directors"; and
4. Section 4(d)(ix) is hereby amended by deleting the phrase
"the giving of notice by the Company of its decision not to extend this
Agreement, in accordance with Section 1; or";
5. Section 6(b)(i) is hereby amended by deleting the first
clause through the semi-colon ";" in line 6 and inserting the following:
"The Company shall continue to pay to Executive Base Salary as of
the Date of Termination (without giving effect to any decrease
therein which constitutes the basis, or one of the bases, upon
which the Notice of Termination is based), for a period (A) ending
June 30, 2004, or (B) in the event a Change in Control shall occur
at any time on or before June 30, 2004 and Executive's employment
is terminated by the Company without Cause or by Executive for
Good Reason, ending on June 30, 2005 (the "Severance Period"),
payable semi-monthly or more frequently, in arrears, commencing on
the Date of Termination;";
6. Section 6(b)(iii) is hereby amended by adding the
following at the end of the first sentence thereof:
", except that any amount payable pursuant to this Section
6(b)(iii) with respect to any fiscal year ending November 30, 2004
or later shall be appropriately pro-rated to reflect the number of
months during the Severance Period which are within such fiscal
year";
7. Section 9 is hereby amended by deleting the phrase "Chief
Financial Officer" in lines 4 and 5, and inserting in its place, the phrase
"General Counsel".
X. Xxxxxxxxx Agreement
1. Section 1 is hereby amended by amending the first sentence
thereof to read as follows:
"1. Agreement Period. The Agreement Period shall commence on
the effective date hereof and shall continue in effect through
June 30, 2004.";
2. Sections 4(d)(iii) and 4(d)(iv) are hereby amended by
deleting the phrase "Chairman and Chief Executive Officer" and inserting
the phrase "Chairman of the Board of Directors"; and
3. Section 6(b)(i) is hereby amended to provide as follows:
"(i) The Company shall pay to the Executive a lump sum cash
severance payment, within five (5) days of the Date of
Termination, equal to the higher of Executive's annual base
salary as of the Date of Termination and the Executive's
annual base salary in effect immediately prior to the Change
in Control payable with respect to the period ending on the
earlier of (A) 36 months following the Change in Control or
(B) June 30, 2005 (the "Severance Period")."
4. Section 6(b)(ii) is hereby amended by replacing clause (B)
with the following:
"(B) an amount equal to one-twelfth of the bonus compensation
(including the cash value, determined without regard to any
restrictions on the sale thereof, of restricted stock) which
would be payable under the MIP with respect to the year in
which the Date of Termination occurs (or if greater, the year
in which this Agreement is effective), times the number of
full or partial months in the Severance Period, calculated
based on the assumption that the Company achieves its
"Target" level (as defined in the MIP) for such year (annual
bonus based on such assumption, "Target Bonus")."
5. Section 6(b)(iv) is hereby amended by replacing the first
two lines thereof with the following:
"During the Severance Period the Company shall arrange to
provide the Executive with life,"
6. Section 10 is hereby amended by deleting the phrase "Chief
Financial Officer" in line 4 and inserting in its place, the phrase
"General Counsel".
Please sign both copies of this letter where indicated below
evidencing your agreement to these amendments to the Employment Agreement
and Severance Agreement. When fully executed, this letter will serve as an
amendment to the Employment Agreement and Severance Agreement and, except
as expressly amended by this letter, the Employment Agreement and Severance
Agreement shall each remain in full force and effect in accordance with
their respective terms.
[Remainder of page intentionally left blank;
signatures appear on immediately following page]
Very truly yours,
/s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Chairman
Compensation and Stock Option
Committee of the Board of Directors
Agreed and Accepted this
11th day of April, 2002
/s/ XXXXXX X. HAND
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Xxxxxx X. Hand
