Amendment to Employment Agreement between Bernard Chaus, Inc. and Nicholas DiPaolo

Summary

This amendment updates the employment agreement between Bernard Chaus, Inc. and Nicholas DiPaolo, effective December 1, 2003. It extends Mr. DiPaolo's employment term until June 30, 2005, clarifies that certain financial targets were not met, and allows Mr. DiPaolo to transfer his stock options to his children, grandchildren, or related trusts. The amendment also confirms that his rights to exercise these options expire on November 1, 2005, and permits him to continue serving on the boards of JPS Industries, Inc. and Foot Locker, Inc.

EX-10.111 2 file002.txt AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.111 BERNARD CHAUS, INC. 530 Seventh Avenue 18th Floor New York, NY 10018 Effective as of December 1, 2003 Mr. Nicholas DiPaolo 530 Seventh Avenue 18th Floor New York, NY 10018 Dear Mr. DiPaolo: We have agreed to amend your employment agreement with Bernard Chaus, Inc. (the "Company"), dated January 20, 2001 (the "Agreement"), as set forth below. This amendment shall be effective as of the date hereof. Defined terms shall have the meaning ascribed to them in the Agreement. 1. The caption "Term", is amended to extend the term until June 30, 2005. Mr. DiPaolo and Ms. Josephine Chaus shall meet to review the Company's objectives on or about the first anniversary of the date hereof. 2. It is acknowledged that the Cumulative EBITDA Target, as referred to under the caption "Put Options" was not met. 3. The Company agrees to amend the Stock Option Agreements with respect to the Sign-On Options and Put Options (collectively, the "Options"), to provide that the Options shall be transferable to Mr. DiPaolo's children and/or grandchildren and/or one or more trusts established for the benefit of his children and/or grandchildren. 4. It is understood that no rights of Mr. DiPaolo with respect to the Options or the Put shall be exercisable after November 1, 2005, the expiration date of the Options. 5. It is agreed that Mr. DiPaolo may continue to serve on the Board of Directors of each of JPS Industries, Inc. and Foot Locker, Inc. Except as amended hereby, the Agreement shall remain in full force and effect. Please indicate your acceptance of the terms of this amendment of the Agreement by your signature below. Once signed by both parties, this letter shall be binding on both parties. Sincerely, BERNARD CHAUS, INC. By: /s/ Josephine Chaus -------------------- Josephine Chaus Chief Executive Officer Accepted and Agreed to as of the date set forth above: /s/ Nicholas DiPaolo - -------------------- Nicholas DiPaolo