EXHIBIT 10.37.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Third Amendment to Employment Agreement, made as of the 28th day of
January, 1999, between Filene's Basement, Inc., a Massachusetts corporation,
having its executive offices and a principal place of business in Wellesley,
Massachusetts (the "Employer") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, of ▇▇▇▇▇▇, Massachusetts
(the "Employee").
Whereas, the Employer and the Employee have entered into an agreement
dated as of July 11, 1994, which was most recently amended by an instrument
in writing dated April 1, 1998 relating to the employment of the Employee by
the Employer (the entire document as amended to be referred to as the
"Employment Agreement"); and
Whereas, the Employee and the Employer intend to enter into a separate
agreement (the "Retention Agreement") concerning certain benefits to be
provided to Employee in the event of a Change of Control of the Employer (as
defined in said Retention Agreement) in lieu of provisions concerning such
benefits for in the Employment Agreement;
Now, Therefore, the Employer and the Employee hereby agree
as follows:
1. Effective upon the execution of the Retention Agreement
setting provisions concerning benefits to be provided to the
Employee in the event of a Change of Control as defined in said
Retention Agreement, the provisions of the Employment Agreement
set forth in Section 1 of the First Amendment to Employment
Agreement dated as of January 15, 1996 relating to Change of
Control Benefits shall be deleted to the extent superseded by the
terms of said Retention Agreement.
2. Except to the extent amended by Section 1, the Employment
Agreement shall otherwise remain in full force and effect.
In Witness Whereof, this Third Amendment has been executed
as of the date first above written.
Filene's Basement, Inc.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇