exv10w72



 







Exhibit 10.72




SECOND AMENDMENT




     THIS SECOND AMENDMENT to Agreement (“Second Amendment”) is entered into as
of this 21st day of February, 2005 by and between Wilsons The Leather Experts
Inc. (the “Company”), and Joel N. Waller, a Minnesota resident (“Waller”).



     WHEREAS, Waller was previously employed by the Company as its Chief
Executive Officer and continues as a director, until the expiration of his term
at the 2005 annual meeting of shareholders of the Company;



     WHEREAS, Waller was employed under the terms and conditions of an Amended
Employment Agreement, which provided certain severance benefits to Waller in
the event that his employment with the Company ended under circumstances
described in the Amended Employment Agreement;



     WHEREAS, the Company and Waller entered into an Agreement dated October
28, 2004, as amended (“Separation Agreement”), regarding the terms of Waller’s
separation from the Company, which Separation Agreement modified the payment
schedule for the severance pay expected to be owed to Waller under the Amended
Employment Agreement;



     WHEREAS, while the parties were negotiating the terms of the Separation
Agreement, the American Jobs Creation Act of 2004 (the “Act”) was enacted,
Section 885 of which Act added new provisions to the Internal Revenue Code
pertaining to deferred compensation;



     WHEREAS, in December 2004 and January 2005, after the parties had entered
into the Separation Agreement, the Treasury Department issued transition
guidance and revised transition guidance regarding the deferred compensation
provisions of the Act (“Notice 2005-1”);



     WHEREAS, the parties agree that it is in their mutual best interests to
further modify the severance pay provisions of the Amended Employment
Agreement, as implemented under the Separation Agreement, with the full
intention of complying with the Act and Notice 2005-1 so as to avoid the excise
taxes and penalties imposed under the Act, and to further amend the Separation
Agreement to effect such modification; and



     WHEREAS, pursuant to the Act and Notice 2005-1 (including, without
limitation, Q&A-20 thereunder), it is the intention of the parties to hereby
amend the Amended Employment Agreement and the Separation Agreement to
terminate and cancel any and all deferral aspects of the severance pay
provisions therein and to provide for payment of all such severance pay in
calendar year 2005, in accordance with the provisions of this Second Amendment;



     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the parties agree as follows:



 









 





     1. Subsection 4(a) of the Separation Agreement is hereby deleted in its
entirety and replaced with the following:




     a. Severance Pay. Section 6(c)(i) of the Amended Employment
Agreement is hereby cancelled and terminated. In lieu of any
payments under Section 6(c)(i) of the Amended Employment Agreement,
the Company shall instead pay to Waller severance pay in the gross
amount of $1,100,000.00, payable in two installments as follows:
(i) $505,576.92, less required tax withholdings, shall be paid to
Waller by the Company promptly after execution of this Second
Amendment by Waller and the Company; and (ii) $594,423.08, less
required tax withholdings, shall be paid to Waller by the Company
on or before December 31, 2005.



     2. Waller and the Company each acknowledge that the application of the Act
and Notice 2005-1 to the arrangements hereunder is uncertain and subject to
legal interpretation. The parties are entering into this Second Amendment
based on their own best judgment and legal advice, with the full intention of
complying with the Act and Notice 2005-1 so as to avoid the excise taxes and
penalties imposed under the Act. Neither party has made any representation to
the other regarding the tax implications of this Second Amendment.



     3. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Separation Agreement. Other than as
expressly amended in this Second Amendment, the Separation Agreement shall
continue in full force and effect, as so amended by this Second Amendment.



     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date stated above.


	 	 	 	 	 
	 	 	

WILSONS THE LEATHER EXPERTS INC.

 	 
	/s/ Joel N. Waller 	 	By:  	/s/ Michael Cowhig
 	 
	Joel N. Waller 	 	 	Michael Cowhig 	 
	 	 	 	Its Chairman, Compensation Committee 	 
	 





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