exv10w1



 




Exhibit
10.1

EMPLOYMENT AGREEMENT MODIFICATION AND EXTENSION

AGREEMENT




     This Employment Agreement Modification and Extension Agreement (the “Modification”)
is made and entered into as of January 15, 2007 by and between DEB
SHOPS, INC.,  a Pennsylvania corporation with its principal office at 9401 Blue Grass Road, Philadelphia,
Pennsylvania 19114 (the “Company”), and ALLAN LAUFGRABEN, an individual residing at 1900 Country
Club Drive, Cherry Hill, New Jersey 08003 (the “Employee”).



BACKGROUND AND RECITALS




          On or about December 20, 2001, Company and Employee entered into a certain Employment
Agreement (the “Agreement”) pursuant to which Employee was employed by the Company for a term of
five (5) years, through and including January 31, 2007. Company has requested that Employee
continue as an Employee of the Company for an additional period of one year, through and including
January 31, 2008, and Employee has agreed to continue his employment. The parties now wish to
modify and extend the Agreement, on the terms and conditions set forth below.




     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged, Company and Employee agree as follows:



     1. Paragraph 2 of the Agreement is hereby modified to provide that the Term of the
Agreement shall expire on January 31, 2008.



     2. Paragraph 3 of the Agreement is hereby modified by deleting therefrom all
references to the Employee being required to travel as part of his employment duties.



     3. Paragraph 4(a) of the Agreement is hereby modified to provide that during the
extended term of the Agreement (ie, the period February 1, 2007 through January 31, 2008) the
Base Salary of Employee shall be $450,000.00 per annum.



     4. Paragraph 4(d) of the Agreement is hereby modified by adding the following
after the sentence ending with the words “..or his spouse’s death”: “ This benefit is provided
to Employee in consideration of the services to be rendered hereunder, and in consideration of
Employee’s availability to consult with the Company from time to time following the
termination of his employment with the Company.”.



     5. Paragraph 4(d) of the Agreement is hereby amended by adding thereto the
following language:



          “ In the event that the Company for any reason discontinues its medical plan




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coverage for Employee, then in such event the Company agrees that it will pay to
Employee, in cash, an amount equal to the reasonably estimated value of this fringe
benefit (ie, lifetime coverage for Employee and his spouse). In the event that
Company and Employee are not able to agree upon the value within 30 days, then
Company and Employee shall jointly designate an independent benefits valuation
consultant to make such determination. The provisions of this paragraph 4(d) shall
survive the termination of Employee’s employment hereunder”.



     6. Paragraph 6(b) of the Agreement is hereby modified as follows:



          (1) The second sentence of Paragraph 6(b) is hereby deleted and the following is
substituted in place thereof: “ In the event of such termination, or if the Employee resigns
for Good Reason (as hereafter defined) , or in the event of any Change of Control of the Company
(as hereafter defined), then Company shall pay to Employee an amount equal to Employee’s Base
Salary for the balance of the Term”.




          (2) The third sentence of paragraph 6(d) is hereby deleted.




          (3) The fourth sentence of paragraph 6(d) is hereby deleted and the following is
substituted in place thereof: “Upon such payment, Company shall have no further obligations
with respect to Employee, except that Company shall be obligated to continue to provide Employee
and his spouse with the continued medical coverage described above”.




     7. Company shall reimburse Employee for reasonable attorneys fees incurred
in connection with the negotiation and preparation of this Modification, up to a maximum of
$1,500.



     8. Except to the extent modified by this Modification, all of the terms and provisions
of the Agreement shall remain in full force and effect.



     IN WITNESS WHEREOF, Company and Employee have executed this Modification Agreement as of the
date first set forth above.



	 	 	 	 	 	 	 
	 	 	DEB SHOPS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marvin Rounick	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Marvin Rounick, President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Allan Laufgraben	 	 
	 	 	 	 	 
	 	 	ALLAN LAUFGRABEN	 	 







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