EXHIBIT 10.7.3
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (this "AMENDMENT"), is
made and entered into effective as of April 1, 2004, by and between Tarrant
Apparel Group, a California corporation (the "COMPANY"), and ▇▇▇▇▇▇ ▇▇▇▇
("EXECUTIVE"), and amends that certain Employment Agreement dated as of January
1, 1998 and amended as of each of January 10, 2000 and April 1, 2003 (the
"EMPLOYMENT AGREEMENT").
NOW, THEREFORE, in consideration of the agreements and covenants set
forth herein and for other good a valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not defined
herein shall have the meanings given such terms in the Employment Agreement.
2. EMPLOYMENT AND DUTIES. Section 2 of the Employment Agreement
is hereby deleted in its entirety and replaced with the following:
"2. EMPLOYMENT AND DUTIES. Executive is hereby employed as the Chairman
of the Board of Directors (the "Board") and Executive shall perform
such executive duties and functions as shall be specified from time to
time consistent with Executive's position as Chairman of the Board.
Executive hereby accepts such employment and agrees to perform the
services contemplated herein faithfully, diligently, to the best of
Executive's ability and in the best interests of the Company."
3. BASE SALARY. Section 4.1 of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
"4.1 BASE SALARY. The Company shall pay to Executive an annual base
salary ("Base Salary") at the rate of (a) $500,000 per annum for the
period from April 1, 2003 until December 31, 2003, and (b) thereafter,
$50,000 per annum for remainder of the Term (or, for each year, such
increased amount as the Board, in its sole discretion, from time to
time may determine). The Base Salary shall be payable in approximately
equal periodic installments pursuant to the general policy of the
Company from time to time, but not less frequently than monthly.
Executive's Base Salary may not be decreased during the Term of this
Agreement. Notwithstanding the foregoing, the Company and Executive
acknowledge and agree that Executive waived all rights to receive the
Base Salary for the period from May 27, 2003 through January 18, 2004."
4. CONFIRMATION OF EMPLOYMENT AGREEMENT. Except as expressly
provided in this Amendment, the Employment Agreement shall remain in full force
and effect and is hereby ratified and confirmed.
5. GENERAL. This Amendment (i) shall be binding upon the parties
hereto and their respective successors, agents, representatives, assigns,
officers, directors and employees; (ii) may not be amended or modified except in
writing; (iii) represents the entire understanding of the parties with respect
to the subject matter hereof; (iv) may be executed in separate counterparts,
each of which shall be deemed an original but all such counterparts shall
together constitute one and the same instrument; and (v) shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed solely within that state. In the event of
any conflict between the Employment Agreement and this Amendment, the provisions
of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first set forth above.
TARRANT APPAREL GROUP,
a California corporation
By: /S/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, President
/S/ ▇▇▇▇▇▇ ▇▇▇▇
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