Exhibit 10(c)


 


FIRST AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT


 


This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into this 14 day
of February, 2003 (the “Effective Date”),
by and between J.M. Haggar, III, an individual residing in Dallas County, Texas
(“Executive”), and Haggar
Clothing Co., a Nevada corporation, having principal offices at 6113 Lemmon
Avenue, Dallas, Texas (“Haggar”).  Capitalized terms used herein, but not
otherwise defined, shall have the same meaning assigned to them in the
Employment Agreement (as defined below).


 


RECITALS


 


A.            Executive
and Haggar entered into that certain Executive Employment Agreement, dated as
of July 24, 2001 (the “Employment
Agreement”);


 


B.            The
parties desire to amend the Employment Agreement as set forth herein; and


 


C.            Haggar
desires to continue to employ Executive, and Executive desires to continue his
employment with Haggar, subject to the following modifications of the
Employment Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.             Amendment to Section O.7.  Section O.7 of the Employment Agreement is
hereby amended as follows:


 


(a)           Clause (i) is deleted in its entirety and replaced with
the following:


 


“(i)          a
merger or consolidation of Haggar Corp. or the Company with or into another
entity, or the exchange of securities (other than a merger or consolidation) by
the holders of the voting securities of Haggar Corp. or the Company and the
holders of voting securities of any other entity, in which the shareholders of
Haggar Corp. or the Company immediately before the transaction do not own 50%
or more of the combined voting power of the voting securities of the surviving
entity or its parent immediately after the transaction;”


 


(b)           The phrase “of two (2) consecutive years” is deleted from
clause (v).


 


2.             Effect.  Except as amended by this Amendment, all of the provisions of the
Employment Agreement are hereby affirmed, ratified and declared to be in full
force and effect.


 


3.             Counterparts.  This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and together shall constitute one and the
same Amendment.


 

















 


4.             Governing Law.  This Amendment shall be governed, construed
and enforced in accordance with the laws of the State of Texas, without giving
effect to its rules governing choice of law.


 


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IN WITNESS WHEREOF, this Amendment has been entered into as of the date
and year first above written.


 


	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  J.M. Haggar, III

  
	
   

  	
   

  	
  J.M. Haggar, III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAGGAR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAGGAR CLOTHING CO.,

  
	
   

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Frank D. Bracken

  
	
   

  	
   

  	
  Name:  Frank D. Bracken

  
	
   

  	
   

  	
  Title:  President and Chief
  Operating Officer

  



 


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