Exhibit No. 10.2
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 made as of the 29th day of November, 2001, to
the Employment Agreement made as of the 20th day of November, 1998 (the
"Agreement"), between UNITED RETAIL GROUP, INC., a Delaware corporation,
with principal offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, residing at ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Executive has been employed by the Company as its
Vice Chairman, Secretary and Chief Administrative Officer;
WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services
to the Company, on the terms set forth in the Agreement; and
WHEREAS, the provisions of this Amendment were recommended by the
Compensation Committee of the Company's Board of Directors on November 28,
2001 and approved by the Company's Board of Directors on November 29, 2001
with the Executive abstaining.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Section 1(u) of the Agreement is amended to read in its entirety as follows:
"(u) Term of Employment shall mean the period of time
commencing on November 20, 1998 and ending on July 30,
2006 or such later date as may be mutually agreed upon by
the Company and the Executive."
2. Section 4(a) of the Agreement is amended to read in its entirety as follows:
"(a) A base salary, payable in accordance with the
regular executive payroll practices of the Company, at a
rate of $450,000 per annum during the period ending on
January 31, 2002 and thereafter at such higher rate as
may be determined by the Compensation Committee of the
Board of Directors, but in any event base salary shall
increase as of February 1, 2002 by a percentage at least
equal to the increase in the Consumer Price Index for all
Urban Consumers for New York and Northern New Jersey
published by the Bureau of Labor Statistics of the
Department of Labor ("CPI") since January 31, 2001 and
shall increase as of each anniversary of February 1, 2002
by a percentage at least equal to the increase, if any,
in the CPI since the previous January 31st (as increased
from time to time, the "Base Salary").
3. Section 4(b) of the Agreement is amended to read in its entirety as follows:
"(b) The Executive shall continue to be eligible to
receive, and the Company shall continue to pay, a
semi-annual cash incentive compensation payment
("Performance Bonus") based on the Company's consolidated
operating income for the six-month periods ending January
31st and July 31st, respectively. The Executive's
participation percentage shall be 50% with a semi-annual
award ranging from zero to 100% of Base Salary for the
six-month period in accordance with the Summary Plan
Description for United Retail Group, Inc. Incentive
Compensation Program for Executives as of August 4, 2001,
provided, however, that the Performance Bonus shall be
earned and fully vested in the Executive as of January
31st or July 31st, as the case may be, whether or not the
Executive shall remain in the Company's employ after the
Performance Bonus shall have vested and provided,
further, that the Performance Bonus shall be paid to the
Executive as soon as practicable after the consolidated
operating income for the period in question shall be
determined."
4. Section 11(e) of the Agreement is amended to read in its entirety as follows:
"(e) The Executive shall be bound by the provisions of
Section 11(a) and (d), and shall perform his obligations
pursuant to Section 11(a) and (d), while employed by the
Company and for 36 months thereafter, provided, however,
that in the event of Termination Without Cause or
resignation by the Executive in accordance with Section
14(c), the Executive shall be bound by the provisions of
Section 11(a) and (d), and shall perform his obligations
pursuant to Section 11(a) and (d), only in the event that
the Company shall pay his Severance Pay in accordance
with the provisions of Section 14(b) no later than the
15th day after the termination of the Executive's
employment under this Agreement or his Resignation
Compensation in accordance with the provisions of Section
14(c) no later than the 15th day after the effective date
of the Executive's resignation, as the case may be, and
provided, further, that the Executive, after receiving
Severance Pay or Resignation Compensation within such
15-day period, shall have the right at any time to refund
one-third of the Severance Pay or Resignation
Compensation to the Company, in which event the length of
his obligations pursuant to Section 11(a) and (d) shall
be reduced from 36 months after employment to 24 months
after employment. For purposes of the first proviso in
the preceding sentence only, payment of Severance Pay or
Resignation Compensation within the time specified above
in an amount at least equal to the amount determined in
advance to be due and owing to the Executive by a firm of
independent public accountants of nationally recognized
standing shall satisfy the condition of said proviso, and
cause the Executive to be bound by the provisions of
Section 11(a) and (d), and shall obligate the Executive
to perform his obligations pursuant to Section 11(a) and
(d), even if such amount is less than the amount actually
due and owing."
5. All the other provisions of the Agreement shall remain in force unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in ▇▇▇▇▇▇▇▇ Park, New Jersey, in duplicate originals on November
30, 2001.
UNITED RETAIL GROUP, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman of the Board
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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GRR Amend to Employment Agr.
KPC:jw