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Exhibit 10.18
AMENDMENT NO. 2
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TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 31st day of January, 1994, by and between MacFrugal's
Bargains o Close-outs Inc., a Delaware corporation (the "Company"), and Leonard
S. Williams ("Executive"), with reference to the following facts:
RECITALS
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WHEREAS, the Company and Executive are parties to that certain Employment
Agreement dated as of November 12, 1990 (the "Original Agreement") pursuant to
which Executive serves as the President and Chief Executive Officer of the
Company;
WHEREAS, the Original Agreement was amended by that certain Amendment No. 1
to Employment Agreement made and entered into as of the 3rd day of February,
1992 ("Amendment No. 1") by and between the Company and Executive;
WHEREAS, the Original Agreement, as modified by Amendment No. 1, is
hereinafter referred to as the Employment Agreement; and
WHEREAS, the Company and Executive desire to amend the Employment Agreement
in certain respects as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 2(b) of the Employment Agreement is hereby deleted and restated
in its entirety as follows:
"(b) Performance Bonus. With respect to each full fiscal year of
the Company that this Agreement is in effect throughout and any fiscal year
of the Company in which Executive is terminated pursuant to Section 8(d)
hereof (each, a "Bonus Year"), Executive shall be entitled to participate
in a performance bonus plan approved annually for executive officers of the
Company by the Compensation Committee of the Board of Directors. The
calculation and payment to Executive of the performance bonus contemplated
by this Section 2(b) shall be made as soon as practicable in the fiscal year
of the Company immediately succeeding such Bonus Year, following preparation
of the Company's annual audited financial statements for such Bonus Year.
Any performance bonus paid to Executive under this Section 2(b) shall be
treated as an expense of the Company in determining whether such bonus is
payable."
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2. Section 2(c) of the Employment Agreement is hereby deleted in its
entirety.
3. The first sentence of Section 3 of the Employment Agreement is
hereby deleted and restated in its entirety as follows:
"In the event of the termination of Executive's employment
hereunder pursuant to Section 8(d), the Company shall continue to make
the payments provided for in Section 2(a) at the rate then being paid
to Executive and shall continue to provide Executive with the medical,
disability and life insurance benefits provided in Section 5(a) hereof:
(a) if this Agreement is so terminated after the last day of the Company's
fiscal year ending in January 1993, for eighteen (18) months after the
date of such termination; and (b) if the Company elects not to renew
Executive's employment after the expiration of the term of this Agreement,
for eighteen (18) months after the expiration of the term."
4. Section 4 of the Employment Agreement is hereby deleted and restated in
its entirety as follows:
"4. Options. Executive shall be entitled to participate in any
performance stock option plan approved annually for other executive
officers of the Company by the Compensation Committee of the Board of
Directors. To the maximum extent permitted by the Internal Revenue Code
of 1986, as amended, including the rules and regulations thereunder, all
such options shall be incentive stock options, and the remainder of such
options shall be non-qualified stock options."
5. Section 5(b) of the Employment Agreement is hereby deleted and restated
in its entirety as follows:
"(b) The Company shall furnish Executive with a motor vehicle of
his choice to use for business purposes, provided, however, that such motor
vehicle shall not have an original cost to the Company of more than
$60,000."
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6. The last sentence of Section 8(c) of the Employment Agreement is hereby
deleted and restated in its entirety as follows:
"Without limiting the generality of the foregoing, Executive shall
have no right on or after the date of such termination to any of the
benefits set forth in Section 5 hereof (other than payment for accrued
vacation), any payment of base salary pursuant to Section 2(a), any
payment of performance bonus for the Bonus Year in which such termination
occurs or any other benefit or payment of any kind whatsoever."
7. Section 8(d) of the Employment Agreement is hereby deleted and restated
in its entirety as follows:
"Subject to the payment of amounts required by Sections 2(b) and 3,
the Company shall be entitled to terminate Executive's employment without
cause at any time upon five days written notice."
8. Except as set forth above, no other amendments or modifications are made
to the Employment Agreement and the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
date first written above.
The Company: MacFrugal's Bargains o Close-outs Inc.,
a Delaware corporation
By: PETER S. WILLMOTT
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Peter S. Willmott,
Chairman of the Board
Executive:
LEONARD S. WILLIAMS
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Leonard S. Williams
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