EXHIBIT (99)(C)
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT No 2. to that certain Employment Agreement dated as of March 18,
1994 and amended by Amendment dated August 8, 1994 (collectively, the
"Agreement") by and between Nantucket Industries, Inc., a Delaware corporation
having its principal office at 105 Madison Avenue, New York, NY 10016 (the
"Company") and Stephen M. Samberg, residing at 110 Tall Oak Crescent, Syosset,
NY 11791-1121 (the "Executive").
WHEREAS, the Company is contemplating certain capital transactions (the
"Transactions") with Nan Investors, L.P., a Delaware limited partnership
("Investors") pursuant to the terms of a Common Stock and Subordinated
Convertible Debentures Purchase Agreement (the "Purchase Agreement");
WHEREAS, certain provisions of the Agreement limit the Company's ability to
consummate the Transactions;
WHEREAS, Executive has an economic interest in the success of the Company
and Executive desires that the Company consummate the Transactions;
WHEREAS, Company and the Executive are both willing to modify the Agreement
so that it will not limit the Company's ability to consummate the Transaction.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, do hereby agree:
1. That Section II.C.(i)(c) of the Agreement be amended by deleting said
Section II.C.(i)(c) in its entirety and substituting the following in place
thereof:
"(c) any person (as such term is used in Sections 3(a)(9) and 13(d)(3)
of the Exchange Act) except (i) GUESS?, Inc., Maurice Marciano, Paul
Marciano and Armand Marciano and/or any affiliates thereof (collectively
the "GUESS? Group"), or (ii) Investors and/or any general or limited
partner or any Affiliate (as defined in the Purchase Agreement) thereof
(collectively, the "Investors Group") becomes (subsequent to the date of
this Agreement) the beneficial owner, directly or indirectly, of securities
of the Company representing twenty percent (20%) or more of the combined
voting power of the Company's then outstanding securities;"
2. That Section II.C.(i)(d) of the Agreement be amended by deleting said
Section II.C.(i)(d) in its entirety and substituting the following in place
thereof:
"(d) Either the GUESS? Group or the Investors Group becomes (subsequent
to the date of this Agreement) the beneficial owner, directly or
indirectly, of securities of the Company representing thirty-five percent
(35%) or more of the combined voting power of the Company's then
outstanding securities;"
3. Except as expressly amended herein, the Agreement shall remain
unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
duly executed on August 9, 1996.
NANTUCKET INDUSTRIES, INC.
By:/s/ Ronald S. Hoffman
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Ronald S. Hoffman,
Vice President - Finance
EXECUTIVE
/s/ Stephen M. Samberg
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Stephen M. Samberg
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