**Exhibit 10.103**
**EMPLOYMENT AGREEMENT**
**BETWEEN**
**GOODY’S FAMILY CLOTHING, INC.**
**AND**
**DEVIN KEIL**
1

 

**Exhibit 10.103**
**TABLE OF CONTENTS**     1. Definitions 12. Employment 23. Term 34. Position and Duties; Business Time 35. Compensation 36. Termination of Employment 67. Obligations of the Company Upon Termination 68. Change of Control. 99. Non-exclusivity of Rights. 910. Full Settlement 911. Arbitration of Disputes 912. Confidential Information and Nonsolicitation 913. Successors 1014. Miscellaneous 10
2

 

**Exhibit 10.103**
**EMPLOYMENT AGREEMENT**
     THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between **GOODY’S FAMILYCLOTHING, INC.**, a Tennessee corporation (the “Company”), and **DEVIN KEIL**(the“Executive”), shall be effective as of the 12th day of July, 2004.
**RECITALS:**
     The Company plans to hire the Executive as the Senior Vice President ofReal Estate of the Company and the Executive desires to accept such employment,upon terms and conditions set forth in this Agreement.
     NOW, THEREFORE, in consideration of the promises and mutual covenantsherein contained, and other good and valuable consideration, the Company andthe Executive do hereby agree as follows:
          1. Definitions.
          (a) “Accrued Obligations” shall mean (i) the Executive’s Base Salarythrough the Date of Termination, (ii) any amounts deferred by the Executive andnot yet paid by the Company pursuant to a valid election to defer the receiptof all or a portion of such payments made in accordance with any plan ofdeferred compensation sponsored by the Company and any earned but unpaidvacation pay for the current year, (iii) any amounts or benefits owing to theExecutive or to the Executive’s beneficiaries under the then applicableemployee benefit plans or policies of the Company and (iv) any amounts owing tothe Executive for reimbursement of expenses properly incurred by the Executivethrough the Date of Termination and which are reimbursable in accordance withthe reimbursement policy of the Company described in Section 5(e).
          (b) “Base Salary” shall have the meaning set forth in Section 5(a).
          (c) “Board” shall mean the Board of Directors of the Company.
          (d) “Cause” shall mean that the Executive has, in the judgment of amajority of the Board (i) committed a felony, or committed an act of fraud,embezzlement or theft in connection with his duties with the Company or in thecourse of his employment with the Company; (ii) willfully caused damage toproperty of the Company; (iii) been convicted of a criminal offense (either amisdemeanor involving acts of dishonesty, theft or moral turpitude, or afelony); or (iv) engaged in a willful and material breach of his obligationsunder Section 4 of this Agreement which breach (under this clause iv) has beencommunicated to the Executive with specificity by written notice, and which hasnot been cured to the reasonable satisfaction of the Board within a reasonableperiod of time, which shall not be less than ten (10) days, nor more thanthirty (30) days, following receipt of such written notice by the Executive.The Board shall provide theExecutive with an opportunity to meet with the Board in order to providethe Executive an opportunity to refute or
3

 

**Exhibit 10.103**
explain acts or omissions referred toin such written notice. For the purpose of this Section, no act or omissionshall be considered willful unless done or omitted to be done in bad faith andwithout reasonable belief that such act or omission was done in the bestinterest of the Company.
          (e) A “Change of Control” of the Company shall mean and shall be deemed tohave occurred if (i) any person or group (within the meaning of Rule 13d-3 ofthe rules and regulations promulgated under the Securities Exchange Act of1934, as amended (the “1934 Act Rules”)), other than Robert M. Goodfriend,members of his immediate family, his affiliates, trusts or private foundationsestablished by or on his behalf, and the heirs, executors or administrators ofRobert M. Goodfriend, shall acquire in one or a series of transactions, whetherthrough sale of stock or merger, more than 50% of the outstanding votingsecurities of the Company or any successor entity of the Company, (ii) all orsubstantially all of the Company’s assets are sold or (iii) the shareholders ofthe Company approve a complete liquidation or dissolution of the Company.
          (f) “Change of Control Date” shall mean (i) the closing date on which aChange of Control shall have occurred, (ii) in the case of a sale of all orsubstantially all of the Company’s assets, the closing date on which a Changeof Control shall have occurred after shareholder approval is obtained, or (iii)in the case of complete liquidation or dissolution of the Company, the date onwhich shareholder approval is obtained.
          (g) “Date of Termination” shall have the meaning set forth in Section6(e).
          (h) “Disability” shall mean disability whereby the Executive is unable torender the services provided for by this Agreement by reason of illness, injuryor incapacity (whether physical, mental, emotional or psychological) for aperiod of either (i) ninety (90) consecutive days or (ii) one hundred eighty(180) days in any consecutive three hundred sixty-five (365) day period.
          (i) “Incentive Bonus” shall have the meaning as set forth in Section 5(b).
          (j) “Incentive Plan” shall have the meaning as set forth in Section 5(b).
          (k) “Notice of Termination” shall have the meaning as set forth in Section6(d).
          (l) “Qualified Plan” shall mean any retirement plan maintained by theCompany which is intended to meet the requirements of the Internal Revenue Codeof 1986, as amended.
          (m) “Subsidiary” shall mean any majority-owned subsidiary of the Company.
          (n) “Supplemental Payment Date” shall have the same meaning as set forthin Section 7(c).
          2. Employment. The Company has employed the Executive, and the Executivehas agreed to be employed by the Company as Senior Vice President, Real Estateof the Company.
4

 

**Exhibit 10.103**
          3. Term. The Executive shall be considered an at-will employee and hisemployment may be terminated by either party subject to the obligations of theparties upon such termination as set forth in this Agreement.
          4. Position and Duties; Business Time.
          (a) Position and Duties. The Executive shall serve as Senior VicePresident, Real Estate of the Company or another position which shall be eitherof comparable rank or a promotion and shall continue to have suchresponsibilities and duties as assigned to him by the Chief Executive Officerof the Company or the Board from time to time.
          (b) Business Time. The Executive agrees to devote his full business timeto the business and affairs of the Company and to use his best efforts toperform faithfully and efficiently the responsibilities assigned to himhereunder, to the extent necessary to discharge such responsibilities, exceptfor:
               (i) time spent in managing his personal, financial and legal affairs andserving on corporate, civic or charitable boards or committees, in each caseonly if and to the extent not substantially interfering with the performance ofsuch responsibilities, and
               (ii) periods of vacation to which he is entitled, periods of illness andother absences beyond his control.
It is expressly understood and agreed that the continued service by theExecutive on any boards and committees on which he is serving or with which heis otherwise associated immediately preceding the date hereof, or his serviceon any other boards and committees shall not be deemed to interfere with theperformance of the Executive’s services to the Company; provided, that in thecase of boards or committees on which the Executive is not currently servingthe Executive provides written notice of his intention to serve and the Boardthereafter approves such service (other than non-compensatory positions withlocal boards or committees e.g. charitable, chamber of commerce or homeownerassociations which shall not require approval).
          5. Compensation. The Executive shall be entitled to the followingcompensation and benefits for as long as the Executive remains an employee ofthe Company:
5

 

**Exhibit 10.103**
          (a) Base Salary. The Executive shall receive a base salary (the “BaseSalary”) payable in equal bi-weekly installments (or such other installments asare provided by the Company for employees generally) at an annual rate of$275,000. Subject to approval of the Compensation Committee of the Board ofDirectors, in the first quarter of fiscal 2006 the Base Salary will increase to$290,000. The Company shall review the Base Salary periodically and in lightof such review may, in its sole discretion, increase (but not decrease) theBase Salary taking into account any change in the Executive’s responsibilities,increases in compensation of other executives with comparable responsibilities,performance of the Executive and other pertinent factors, and such adjustedBase Salary shall then constitute the “Base Salary” for purposes of thisAgreement.
          (b) Short Term Incentive Plan Bonus. The Company has established a “ShortTerm Incentive Plan” (the “Incentive Plan”) under which the Executive shall beeligible to participate for each fiscal year he holds the position stated inSection 2 and shall be eligible to receive an annual incentive target bonusequal to a percentage of the Base Salary earned by Executive (as suchpercentage level of the target bonus may be approved and available from time totime to executives of the Company holding comparable positions) during eachfiscal year based on performance and other specific objectives adopted by theCompensation Committee of the Board (the “Incentive Bonus”). The Executivemust be employed by the Company as of the date any applicable Incentive Bonusis paid by the Company. For the Company’s fiscal year 2004, the target bonuswill be 60% of the Executive’s Base Salary, prorated to reflect time inposition in fiscal year 2004.
          (c) Incentive and Savings Plans; Retirement and Death Benefit Programs.The Executive shall be entitled to participate in all incentive and savingsplans and programs, including stock option plans and other equity-basedcompensation plans, and in all employee retirement, executive retirement andexecutive death benefit plans on a basis no less favorable than that basisgenerally available to executives of the Company holding comparable positionsor having comparable responsibilities.
          (d) Other Benefit Plans. The Executive, his spouse and theireligible dependents (as defined in, and to the extent permitted by, theapplicable plan), as the case may be, shall be entitled to participate inor be covered under all medical, dental, group disability, group life,severance plans and programs of the Company to the extent such plans andprograms are generally available to executives of the Company holdingcomparable positions or having comparable responsibilities.
          (e) Other Perquisites. The Executive shall also be entitled to:
               (i) prompt reimbursement for all reasonable expenses incurred by theExecutive in accordance with the policies and procedures of the Company;
               (ii) three (3) weeks paid vacation, such paid vacation time to beincreased (but not decreased) in accordance with Company policy;
6

 

**Exhibit 10.103**
               (iii) an automobile allowance of $500 per month shall be paid by theCompany together with gasoline expenses for such automobile in accordancewith the Company’s policies and procedures with respect thereto. IfExecutive’s automobile travel warrants, Executive may chose to be assigneda Company automobile instead of receiving the above-described automobileallowance. Such Company automobile would be comparable to the thencurrent model generally furnished by the Company to other Companyassociates with expenses to be paid in accordance with the Company’spolicies and procedures with respect thereto; and
               (iv) an office or offices suitable for an executive officer withsecretarial and other assistance as shall reasonably be required by theExecutive.
          (f) Equity Opportunity. The Executive shallbe granted a non-ualifiedstock option under the Company’s 1997 Stock Option Plan to purchase anaggregate of thirty thousand (30,000) shares of common stock of theCompany at an exercise price equal to the closing sales price of thecommon stock on the business day immediately preceding the date of grant,which option shall vest in annual 20% increments beginning one year fromthe date of grant and expire ten (10) years from the date of grant, andshall be upon such other terms and conditions as contained in theCompany’s standard form of option agreement.
          (g) Sign-On Bonus. As additional compensation, the Company shall paythe Executive a sign-on bonus of $40,000, payable within five (5) daysafter the date his employment with the Company commences.
          (h) Relocation Allowances. The Company will reimburse the Executive(upon presentation of appropriate vouchers or receipts in accordance withthe Company’s expense reimbursement policies) up to a maximum sum of SixtyThousand Dollars ($60,000.00) for the following costs and expensesrelating to his relocation:
               (i) all reasonable expenses ofmoving the Executive’spossessions from his Duluth, GA residence (the “Georgia Residence”) to theExecutive’s new permanent residence in the Knoxville (the “KnoxvilleResidence”) metropolitan area;
               (ii) all reasonable standard fees,commissions, closing costsand brokerage fees associated with the sale of the Georgia Residence(including reasonable attorney’s fees); and
          In addition to the reimbursement and maximum payment described in (i)and (ii) directly above, the Company will also reimburse the Executive allreasonable standard fees and closing costs associated with the purchase ofthe Executive’s Knoxville Residence (including reasonable attorney’sfees).
7

 

**Exhibit 10.103**
          6. Termination of Employment.
          (a) Disability; Death. The Company may terminate the Executive’semployment after having established the Executive’s Disability, by givingto the Executive written notice of its intention to terminate hisemployment, and his employment with the Company shall terminate effectiveon the thirtieth (30th) day after receipt of such notice if the Executiveshall fail to return to full-time performance of her duties within thirty(30) days after such receipt. If the Executive dies during the term ofthis Agreement, his employment hereunder shall be deemed to cease as ofthe date of his death.
          (b) Voluntary Termination by the Executive. Notwithstanding anythingin this Agreement to the contrary, the Executive may, upon not less thanthirty (30) days’ written notice to the Company, voluntarily terminateemployment for any reason.
          (c) Termination by the Company. The Company at any time may terminate theExecutive’s employment for Cause or without Cause.
          (d) Notice of Termination. Any termination by the Company for Cause or bythe Executive shall be communicated by a written Notice of Termination to theother party hereto given in accordance with Section 14(c). For purposes ofthis Agreement, a “Notice of Termination” means a written notice given in thecase of a termination for Cause which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) sets forth in reasonable detailthe facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated, and (iii) if thetermination date is other than the date of receipt of such notice, specifiesthe termination date (which date shall be not more than thirty (30) days afterthe receipt of such notice).
          (e) Date of Termination. For the purpose of this Agreement, the term“Date of Termination” means (i) in the case of a termination for which a Noticeof Termination is required, the date of receipt of such Notice of Terminationor, if later, the date specified therein, as the case may be, and (ii) in allother cases, the actual date on which the Executive’s employment terminates.
          7. Obligations of the Company Upon Termination. Upon termination of theExecutive’s employment with the Company, the Company shall have the followingobligations:
          (a) Death, Disability and Retirement. If the Executive’s employment isterminated by reason of the Executive’s death, Disability, or retirement on orafter the attainment of age sixty-five (65), the Company shall have no furtherobligations to the Executive’s legal representatives under this Agreement otherthan payment of the Accrued Obligations. If the Executive’s employment isterminated by reason of the Executive’s death or Disability, the Company shallhave the additional obligation, subject to the terms of the
8

 

**Exhibit 10.103**
Incentive Plan andfurther provided that the Executive has been employed by the Company for thefirst six (6) months of the then applicable fiscal year, to pay a cash amountequal to a portion of the Incentive Bonus, the product of a fraction, thenumerator of which is the number of days elapsed since the date the IncentivePlan began for the applicable fiscal year through the date of the Disability orthe date of death of the Executive, and the denominator of which is the totalnumber of days of the applicable fiscal year for such Incentive Plan. Unlessotherwise directed by the Executive (or, in the case of the Incentive Plan or aQualified Plan, as may be required by such Incentive Plan or Qualified Plan)all Accrued Obligations shall be paid to the Executive, his beneficiaries orhis estate, as applicable, in a lump sum in cash within thirty (30) days of theDate of Termination. In the event of the termination of the Executive byreason of retirement on or after the attainment of age sixty-five (65), deathor Disability, he and/or his named beneficiaries, as the case may be, shall beentitled to the benefits available through the Company sponsored plans andprograms. With regard to the termination of the Executive’s employment byreason of the Executive’s death, retirement on or after the attainment of agesixty-five (65) or Disability, the Company shall, for a period of six (6)months after the Executive’s Date of Termination, pay the entire COBRA premiumunder any Company medical and dental program that the Executive (and his spouseand eligible dependents) was participating in prior to the termination ofemployment. The Company’s premium obligations in the preceding two sentencesshall exclude normal employee contributions paid by the Executive prior to theDate of Termination. In addition to the foregoing, in the event of terminationof the Executive’s employment by reason of the death or Disability of theExecutive, all unvested stock options held by the Executive shall become fullyvested, effective on the Date of Termination, and shall thereafter beexercisable in accordance with the provisions of the applicable Option Plan(including, without limitation, Sections 5 and 6 thereof) and Option Agreement.
          (b) Termination by the Company for Cause and Voluntary Termination by theExecutive. If the Executive’s employment shall be terminated for Cause orvoluntarily terminated by the Executive the Company shall pay the Executive theAccrued Obligations. The Executive shall be paid all such Accrued Obligationsin a lump sum in cash within thirty (30) days of the Date of Termination andthe Company shall have no further obligations to the Executive under thisAgreement, unless otherwise required by a Qualified Plan or specified pursuantto a valid election to defer the receipt of all or a portion of such paymentsmade in accordance with any plan of deferred compensation sponsored by theCompany.
          (c) Other Termination of Employment. If the Company terminates theExecutive’s employment other than for Cause, death or Disability, the Companyshall pay and provide to the Executive the following:
               (i) Severance Payment. The Company shall pay to the Executive in a lumpsum in cash or certified check within fifteen (15) days after the Date ofTermination a severance payment equal to the sum of the following amounts(other than amounts payable from the Incentive Plan or Qualified Plans,non-qualified retirement plans and deferred compensation plans, which amountsshall be paid in accordance with the terms of such plans):
9

 

**Exhibit 10.103**
                    (A) all Accrued Obligations;
                    (B) a cash amount equal to six (6) months of the Executive’s Base Salaryat the rate in effect as of the date when the Notice of Termination was given;
                    (C) subject to the terms of the Incentive Plan and further provided thatthe Executive has been employed by the Company for the first six (6) months ofthe then applicable fiscal year, a cash amount equal to a portion of theIncentive Bonus, the product of a fraction, the numerator of which is thenumber of days elapsed since the date the Incentive Plan began for theapplicable fiscal year through the date of such Termination or terminationwithout Cause, and the denominator of which is the total number of days of theapplicable fiscal year for such Incentive Plan.
In addition, if the Executive has not accepted employment from a subsequentemployer prior to the date which is seven (7) months from the Date ofTermination (the “Supplemental Payment Date”), commencing on the SupplementalPayment Date the Company shall pay the Executive an amount equal to fiftypercent (50%) of his monthly Base Salary at the rate in effect as of the datewhen the Notice of Termination was given in equal monthly installments untilthe earlier of (i) the payment of the sixth (6th) monthly installment; or (ii)the date of the Executive’s acceptance of employment from a subsequentemployer. As a condition of receiving any payment from the Company pursuant tothis paragraph, the Executive agrees to diligently and in good faith pursueother employment opportunities after the Date of Termination and if requestedby the Company, document such employment pursuits in writing to the Company.The Executive shall notify the Company immediately upon his acceptance of anysuch new employment if secured prior to the payment by the Company of such six(6) additional monthly installments.
          (d) Release. As a condition precedent to the receipt of any terminationbenefits payable to the Executive under this Section 7, the Executive agrees toexecute a general release among other things releasing the Company from anyobligation or liability (other than those contained in Sections 7, 8, 9, 10,11, 13 and 14 hereof, to the extent an obligation under any such section aroseat or prior to the Date of Termination and remains unfulfilled). Such releaseshall exclude the Executive’s rights under any Qualified Plan.
          (e) Discharge of Company’s Obligations. Subject to the performance of itsobligations under Sections 7, 8, 9, 10, 11, 13 and 14 (and then, only to theextent an obligation under any such section arose at or prior to the Date ofTermination and remains unfulfilled), the Company shall have no furtherobligations to the Executive under this Agreement in respect of any terminationof employment.
          8. Change of Control. Upon the occurrence of a Change of Control, theCompany shall pay the Executive, as consideration for assisting the Company inbringing about a successful transaction, an amount equal to twelve (12) monthsof the Executive’s Base Salary
10

 

**Exhibit 10.103**
at the rate in effect as of the Change ofControl Date. Such amount shall be payable in a lump sum in cash or certifiedcheck within five (5) days after the Change of Control Date.
          9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent orlimit the Executive’s continuing or future participation in any benefit, bonus,incentive or other plan or program provided by the Company and for which theExecutive may qualify, nor shall anything herein limit or otherwise prejudicesuch rights as the Executive may have under any other agreements with theCompany, including, but not limited to stock option agreements. Amounts whichare vested benefits or which the Executive is otherwise entitled to receiveunder any plan or program of the Company at or subsequent to the Date ofTermination shall be payable in accordance with such plan or program.
          10. Full Settlement. The Executive shall not be obligated to seek otheremployment by way of mitigation of the amounts payable to the Executive underany of the provisions of this Agreement.
          11. Arbitration of Disputes. In the event that a claim for payment orbenefits under this Agreement is disputed, the Company and the Executive agreeto submit such dispute to final and binding arbitration with United StatesArbitration and Mediation, Inc. (“USAM”) in Knoxville, Tennessee or such otherarbitration firm as the Company and the Executive shall mutually agree. Eitherparty wishing to arbitrate any claim hereunder shall notify the other party andUSAM in writing whereupon USAM shall select a neutral arbitrator and shallschedule an arbitration hearing within thirty (30) days of receipt of suchnotice of arbitration. The arbitration shall be conducted in accordance withthe rules and procedures of USAM. The parties agree that any arbitrator’saward may be presented to a court of competent jurisdiction and judgmententered thereon.
          12. Confidential Information and Nonsolicitation.
          (a) The Executive shall hold in a fiduciary capacity for the benefit ofthe Company all secret or confidential information, knowledge or data,including without limitation all trade secrets,relating to the Company, and its business, (i) obtained by the Executiveduring his employment by the Company, and (ii) which is not otherwise publiclyknown (other than by reason of an unauthorized act by the Executive) and issubject to efforts that are reasonable under the circumstances to maintain itssecrecy. After termination of the Executive’s employment with the Company, theExecutive shall not, without the prior written consent of the Company, unlesscompelled pursuant to an order of a court or other body having jurisdictionover such matter, communicate or divulge any such information, knowledge ordata to anyone other than the Company and those designated by it.
          (b) Upon termination of the Executive’s employment for any reason, theExecutive, for the twelve (12) month period following the Notice ofTermination, shall not, on his own behalf or on behalf of any person or entity,directly or indirectly solicit or aid in the solicitation of any employees ofthe Company to leave their employment. In the event the
11

 

**Exhibit 10.103**
Executive violates theterms of Section 12(a) or this Section 12(b), the Employee shall forfeit theright to all salary and benefits that the Executive and/or his family memberswere otherwise entitled pursuant to the terms of Section 7. Also, in the eventthat this Section 12 is determined to be unenforceable in part, it shall beconstrued to be enforceable to the maximum extent permitted by law.
          (c) The Executive agrees that the covenants of confidentiality andnon-solicitation contained in this Section 12 are reasonable covenants underthe circumstances and necessary to protect the business interests andproperties of the Company. The Executive agrees that irreparable loss anddamage will be suffered by the Company should the Executive breach any of thecovenants contained in this Section 12. Accordingly, the Executive agrees thatthe Company, in addition to all remedies provided at law or in equity, shall beentitled to a temporary restraining order and temporary and permanentinjunctions to prevent a breach or contemplated breach of any of the covenantscontained in this Section 12.
          13. Successors.
          (a) This Agreement is personal to the Executive and, without the priorwritten consent of the Company, shall not be assignable by the Executiveotherwise than by will or the laws of descent and distribution. This Agreementshall inure to the benefit of and be enforceable by the Executive’s legalrepresentatives.
          (b) This Agreement shall inure to the benefit of and be binding upon theCompany and its successors. The Company shall require any successor to all orsubstantially all of the business and/or assets of the Company, whether director indirect, by purchase, merger, consolidation, acquisition of stock, orotherwise, expressly to assume and agree to perform this Agreement in the samemanner and to the same extent as the Company would be required to perform if nosuch succession had taken place.
          14 Miscellaneous.
          (a) Applicable Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Tennessee, applied without referenceto principles of conflict of laws.
          (b) Amendments. This Agreement may not be amended or modified otherwisethan by a written agreement executed by the parties hereto or their respectivesuccessors and legal representatives.
          (c) Notices. All notices and other communications hereunder shall be inwriting and shall be given by hand delivery to the other party, by overnightdelivery or by registered or certified mail, return receipt requested, postageprepaid, addressed as follows:      If to the Executive: at the address listed on the last page hereof  
12

 

**Exhibit 10.103**      If to the Company: Goody’s Family Clothing, Inc.   400 Goody’s Lane   P.O. Box 22000   Knoxville, Tennessee 37933-2000   Attention: General Counsel
(with a copy to the attention of the Secretary or to such other address aseither party shall have furnished to the other in writing in accordanceherewith). Communications delivered by hand or by overnight delivery shall bedeemed received on the date of delivery and communications sent by registeredor certified mail shall be deemed received three (3) business days after thesending thereof.
          (d) Tax Withholding. The Company may withhold from any amounts payableunder this Agreement such federal, state or local taxes as shall be required tobe withheld pursuant to any applicable law or regulation.
          (e) Severability. The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement.
          (f) Captions. The captions of this Agreement are not part of theprovisions hereof and shall have no force or effect.
          (g) Entire Agreement. This Agreement expresses the entire understandingand agreement of the parties regarding the terms and conditions governing theExecutive’s employment with the Company, and all prior agreements governing theExecutive’s employment with the Company (including, without limitation, theExisting Severance Contract) shall have no further effect; provided, however,that except as specifically provided herein, the terms of this Agreement do notsupercede theterms of any grant or award to the Executive under any stock optionprogram of the Company except as specifically set forth in Section 7(a) withrespect to the vesting and exercisability of stock options.
13

 

**Exhibit 10.103**
          IN WITNESS WHEREOF, the Executive has hereunto set his hand and theCompany has caused this Agreement to be executed in its name on its behalf, andits corporate seal to be hereunto affixed and attested by its Secretary, alleffective as of the day and year first above written.      GOODY’S FAMILY CLOTHING, INC.