EXHIBIT 10.11
[Letterhead of ▇▇▇▇▇▇'▇ Stores, Inc.]
May 1, 1997
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This letter sets forth the terms and conditions of the amendment to the December
13, 1995 Agreement (the "1995 Agreement") between ▇▇▇▇▇▇'▇ Stores, Inc. (the
"Company") and you, concerning your employment as General Merchandise Manager
and Vice President. Except as otherwise expressly set forth below, the terms and
conditions set forth in the 1995 Agreement shall remain in full force and
effect.
Paragraph 2 of the 1995 Agreement shall be deleted and replaced with the
following:
2. The term of the 1995 Agreement shall be for a period ending
January 31, 2000, unless otherwise terminated by either party.
Paragraph 4 of the 1995 Agreement shall be amended to add the following sentence
at the end of that paragraph:
For the period from February 1, 1998 through January 31, 2000,
The Base Salary shall be $220,000 unless otherwise increased
by act of the Board of Directors.
Paragraph 8 of the 1995 Agreement shall be deleted and replaced with the
following:
If the Company terminates your employment for any reason other
than Cause (as defined herein) prior to the expiration of the
term of your employment provided in paragraph 2 hereof, then
within twenty (20) days of such termination of employment, you
shall be entitled to a payment in the gross amount of the
greater of $200,000, or your then base salary, less applicable
payroll withholdings required by law, following and contingent
upon your execution of a general release of claims in a form
provided to you by the Company. For purposes of this
agreement, Cause shall mean (a) your gross negligence or
willful misconduct in failing or refusing to perform your
material duties to the Company; (b) your being formally
charged or entering into a plea of guilty or "nolo contendere"
to any crime; or (c) your committing any act of dishonesty,
fraud, embezzlement or moral turpitude. You shall not be
entitled to any other payments or benefits from the Company
upon the termination of your employment, other than such
payments or benefits expressly provided in any written
agreement or employee benefit plan. If the Company terminates
your employment for Cause, if you should resign for any reason
or if your employment terminates following the term of
employment provided in paragraph 2 hereof, you shall not be
entitled to any payments or benefits under this agreement as
severance pay or otherwise.
If during the four month period following the date of a Change
in Control, the Company: (i) assigns to you duties
inconsistent with your position in the Company as described in
paragraph 1 above; or (ii) otherwise materially alters the
nature of your responsibilities as described in paragraph 1
above, such actions shall constitute a
termination of your employment by the Company for a reason
other than Cause (as defined in paragraph 8) 30 days following
the Company's receipt of written notice from you of any
allegation of either (i) or (ii) above, and in the absence of
the Company remedying the situation within 30 days from the
date on which it receives such written notice from you. For
purposes of this Paragraph 8, (x) a "Change in Control" shall
occur when any "person" (as such term is used in Sections
3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) become a "beneficial owner" (as
such term is used in Rule 13d-3 under the Exchange Act) of
more than 50 percent of the Voting Stock of the Company,
except as may otherwise be provided for in a confirmed plan of
reorganization, and (y) "Voting Stock" shall mean capital
stock of any class or classes having general voting power
under ordinary circumstances, in the absence of contingencies,
to elect the directors of a corporation.
This amendment to the 1995 Agreement shall become effective upon execution by
both parties and delivery of a fully executed amendment to the Company.
If you agree that the above sets forth all of the terms and conditions of the
amendment to the 1995 Agreement, please sign and date this letter in the spaces
provided below and return it to me.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President & Chief
Financial Officer
Accepted and Agreed:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dated: May 14, 1997
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Exhibit 10.11 - Page 2