EXHIBIT 10.02
December 28, 1999
Mr. Alan I. Weinstein
President & Chief Executive Officer
J. Baker, Inc.
555 Turnpike Street
Canton, MA 02021
Dear Alan,
Your July 9, 1998 Restricted Stock Grant of 50,000 shares of Common
Stock from J. Baker, Inc. and subsequent modifications thereto restrict your
right to engage in any transactions prior to December 31, 1999 with respect to
those shares. The Grant also provides the Company repurchase options if the
20-day average trading price of the Company's Common Stock culminating on
December 31, 1999 is not $14.00 per share or higher. In this event, the Company
has the right to exercise an option to repurchase from you the number of shares
set forth on the schedule attached to the Grant at the price paid by you for the
shares or the current fair market value of the shares, whichever is lower.
The Board, on the recommendation of its Compensation Committee, has
determined that a modification of the Restricted Stock Grant is warranted.
Accordingly, if you agree to extend the restrictions on the shares to September
15, 2000, the Company will use this same date as the effective date for its
repurchase option, instead of December 31, 1999 as set forth above.
We believe this proposal satisfies both your interests and those of the
Company. If you concur, please acknowledge your acceptance of this proposal by
signing herein below and returning one fully executed copy to Bill Friend. He
will then prepare any necessary documentation to effect this revision.
Very Truly Yours,
/s/ J. Christopher Clifford
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J. Christopher Clifford
Chairman, Compensation Committee
Accepted and Agreed to
By: /s/ Alan I. Weinstein
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Alan I. Weinstein
JCC/smb
cc: William K. Friend
First Senior Vice President and
General Counsel