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Exhibit 10.39.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
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AMENDMENT, made as of the 6th day of December, 1994 to amended and
restated EMPLOYMENT AGREEMENT, made as of the 5th day of February, 1994, as
amended by letter agreements dated August 16, 1994, August 20, 1994 and
September 19, 1994 (the "Employment Agreement"), between R.H. Macy & Co.,
Inc., a Delaware corporation with its principal office at 151 West 34th Street,
New York, New York 10001 (the "Corporation"), and Myron E. Ullman, III residing
at 200 North Street, Greenwich, Connecticut 06830 ("Executive").
W I T N E S S E T H:
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WHEREAS, pursuant to the Agreement and Plan of Merger between R.H.
Macy & Co., Inc. and Federated Department Stores, Inc. ("Federated"), dated as
of August 16, 1994 (the "Merger Agreement'), Federated is to be merged with and
into the Corporation with the Corporation (to be renamed "Federated Department
Stores, Inc.") being the surviving corporation; and
WHEREAS, pursuant to Section 2.3(b) of the Merger Agreement, effective
as of the Effective Time (as defined in Section 2.5 of the Merger Agreement),
Executive shall be Deputy Chairman of the Corporation; and
WHEREAS, the Corporation desires to secure the continued services of
Executive, and Executive desires to continue to furnish services to the
Corporation and its affiliates, on the terms and conditions set forth in the
Employment Agreement as hereinafter amended;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. AMENDMENT TO EMPLOYMENT AGREEMENT. Effective as of the
Effective Time, Section 3 of the Employment Agreement is hereby amended and
restated in its entirety, to read as follows:
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During the Term, Executive shall serve as Deputy
Chairman of the Corporation, faithfully and to the best of his ability
under the direction of the Board of Directors of the Corporation, and
shall devote substantially all of his business time, energy and skill
to such employment. Executive shall perform the duties commensurate
with the position of Deputy Chairman of the Corporation, as well as
such specific duties and services of a senior executive nature as the
Board of Directors of the Corporation shall reasonably request
consistent with Executive's position as Deputy Chairman. Neither
Executive's title nor any of his functions shall be changed without his
consent. While it is understood that the right to elect directors and
officers of the Corporation is by law vested in the stockholders and
directors of the Corporation, it is nevertheless mutually contemplated
subject to such rights that Executive shall at all times during
employment be a Director of the Corporation.
It is expressly understood by the parties hereto that
Executive's principal office and principal place of employment shall
be his residence at 200 North Street, Greenwich, Connecticut.
2. EFFECT ON EMPLOYMENT AGREEMENT. The Corporation and Executive
confirm and agree that the Employment Agreement, as amended by this Amendment,
remains in full force and effect.
3. OTHER MATTERS.
The undersigned hereby represents that he is duly authorized
to execute this Agreement on behalf of Federated Department Stores, Inc., and
that this Agreement shall be binding and enforceable in all regards against the
Corporation upon and after the Effective Time.
This Amendment shall be null and void and of no further force
or effect if the Merger Agreement is terminated prior to the Merger (as defined
in the Merger Agreement) for any reason.
This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each
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counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment on the day and year first above written.
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
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Name: Dennis J. Broderick
Title: Senior Vice President
General Counsel and
Secretary
ACKNOWLEDGED BY: /s/ Myron E. Ullman
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Myron E. Ullman, III
R.H. MACY & CO., INC.
By: /s/ Diane P. Baker
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Name: Diane P. Baker
Title: Group Senior Vice
President and Chief
Financial Officer
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