Exhibit 10.23
As of July 1, 2001
Mr. Alan I. Weinstein
Chairman and Chief Executive Officer
Casual Male Corp.
555 Turnpike Street
Canton, MA 02021
Dear Alan:
Reference is made to the Forgivable Promissory Note dated July 8, 1998, as
amended as of December 12, 2000 (the "Note") made in connection with the
issuance of the Restricted Stock Award granted to you on July 8, 1998 . Terms
not otherwise defined herein shall be used as defined in the Note.
By this letter, the Board of Directors of Casual Male Corp. (the "Company")
and you hereby agree to modify the Note as described herein:
1. Forgiveness Schedule. The second paragraph of the Note is deleted in its
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entirety and replaced with the following:
"If Payor remains employed by Lender, or by any company directly or
indirectly controlled by Lender through the following dates, the
outstanding Principal Amount of this Note (the "Note") shall be
automatically reduced to the amount indicated:
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Date Outstanding Principal
---- ---------------------
Amount
------
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Prior to 1/st/ year $509,000
anniversary from July
8, 1998
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1/st/ year anniversary $407,200
from July 8, 1998
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2nd year anniversary $305,400
from July 8, 1998
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5th year anniversary $0
from July 8, 1998
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2. No Other Modifications. All terms and provisions of the Award and the
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Note not otherwise modified herein shall continue in full force and
affect.
Kindly acknowledge your acceptance of these modifications and your
agreement thereto by executing two copies of this letter in the designated space
below. Please return one copy to Michael O'Hara and retain one for your records.
Very truly yours,
/s/ J. Christopher Clifford
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J. Christopher Clifford
Chairman, Compensation Committee
Casual Male Corp. Board of Directors
ACCEPTED AND AGREED TO:
by: /s/ Alan I. Weinstein
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Alan I. Weinstein
JCC:moh
Cc: Michael A. O'Hara, Esq.
Secretary of the Board