EXHIBIT 10-F-1
March 10, 2005
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Hartmarx Corporation
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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"), each as amended by Letter
Agreement dated April 11, 2002
Dear ▇▇. ▇▇▇▇▇:
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 the date hereof, as set forth
below.
A. Employment Agreement
1. Sections 1 hereby amended by deleting the phrase "President and
Chief Executive Officer", in lines 19 and 20 where it appears, and
inserting in its place the phrase "Chairman, President and Chief
Executive Officer";
2. Section 3(a) is amended in its entirety to provide as follows:
"(a) During the Agreement Period the Company shall pay Executive an
annual base salary of not less than Executive's base salary in effect as
of January 1, 2005 ("Base Salary"). Base Salary shall be paid in
accordance with the Company's customary payroll practices. Base Salary
may be increased at the discretion of the Compensation and Stock Option
Committee of the Company Board of Directors (the "Committee") and once so
increased shall not thereafter be decreased, except for across-the-board
reductions similarly affecting all executives of the Company."; and
3. Section 4(d)(iii) and 4(d)(iv) are amended by deleting the phrase
"President and Chief Executive Officer" and inserting in its place, the
phrase "Chairman, President and Chief Executive Officer".
▇. ▇▇▇▇▇▇▇▇▇ Agreement
1. Sections 4(d)(iii) and 4(d)(iv) are hereby amended by deleting the
phrase "President and Chief Executive Officer" and inserting in its
place, the phrase "Chairman, President and Chief Executive Officer".
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.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
Compensation and Stock Option
Committee of the Board of Directors
Agreed and Accepted this
10th day of March, 2005
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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