Xxxxxxxx-Van Heusen Letterhead
[Date]
Dear Xx. Xxxxxxx:
We refer to that certain agreement (your "CAP Agreement"),
dated , as amended by letter dated , 1995,
between you and us which provides you with a target monthly
benefit of $16,666.67 under our so-called "Capital Accumulation
Plan". This letter, when accepted by you, will constitute an
amendment of your CAP Agreement to the extent set forth herein:
1. Part E of Article THIRD of your CAP Agreement (the
definition of "Change in Control") is hereby amended by adding
the following to the end thereof:
In addition to the foregoing and not in limitation thereof,
a Change in Control with respect to Xxxxx Xxxxxxx shall also
mean (a) the failure of the Board of Directors of the
Company duly to continue Xx. Xxxxxxx as Chief Executive
Officer and Chairman of the Board at all times prior to his
retirement as an employee, (b) the appointment by the Board
of an officer or the hiring by the Board of an employee with
authority equal or superior to the authority of Xx. Xxxxxxx
at any time prior to his retirement as an employee or (c)
the failure of the Company to compensate Xx. Xxxxxxx at a
rate of at least $750,000 per year and maintain the other
terms and conditions of his employment by the Company on no
less than substantially the same basis as enjoyed by Xx.
Xxxxxxx in connection with his employment by the Company as
of April 28, 1993.
2. Except as hereby expressly amended and modified, the
provisions of your CAP Agreement shall remain in full force and
effect.
If the foregoing is acceptable to you, please sign and
return to us the enclosed copy of this letter.
Very truly yours,
XXXXXXXX-VAN HEUSEN CORPORATION
By:
ACCEPTED AND AGREED TO:
