EXHIBIT (99)(D)
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT to that certain Employment Agreement (the "Agreement") dated
as of January 1, 1996 by and between Nantucket Industries, Inc., a Delaware
corporation having its principal office at 105 Madison Avenue, New York, NY
10016 (the "Company") and Joseph Visconti, residing at 39 Struly Drive,
Massapequa Park, New York 11762 (the "Executive").
WHEREAS, the Company is contemplating certain capital transactions (the
"Transactions") with NAN Investors, L.P., a Delaware limited partnership (the
"Investors") pursuant to the terms of a Common Stock and Convertible
Subordinated 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) it 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) it 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 to be duly
executed on August , 1996.
NANTUCKET INDUSTRIES, INC.
By:/s/ Stephen M. Samberg
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Stephen M. Samberg,
Chairman of the Board and
Chief Executive Officer
EXECUTIVE
/s/ Joseph Visconti
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Joseph Visconti
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