exv10w73



 







Exhibit 10.73




Waiver and Modification under Employment Agreement




     This waiver and modification, dated March 2, 2005, is made by Michael
Searles (the “Executive”) with respect to his Employment Agreement (the
“Employment Agreement”) dated November 22, 2004 with Wilsons The Leather
Experts Inc. (the “Company”).



RECITALS




     1. Section 4(c) of the Employment Agreement provides that for each Plan
Year during which Executive is employed, Executive’s target award under the
Company’s Incentive Plan that is then in effect shall be 100% of Executive’s
base salary.



     2. The Incentive Plan in effect on the date of the Employment Agreement
was the Company’s Executive and Key Management Incentive Plan effective May 26,
1996 (the “1996 Incentive Plan”).



     3. Executive has recommended the adoption of a Corporate Leadership Team
Incentive Plan (the “2005 Incentive Plan”) to replace the Executive and Key
Management Incentive Plan. Because the 2005 Incentive Plan may provide greater
incentives to the Company’s associates than the 1996 Plan, may result in larger
overall payments by the Company to the Company’s associates than the 1996
Incentive Plan and may provide larger payments to the Executive in certain
circumstances than the 1996 Incentive Plan, Executive is willing to waive his
rights to a target award under the 2005 Incentive Plan of 100% of Executive’s
base salary.



Waiver and Modification




     NOW, THEREFORE, in order to induce the Company to adopt the 2005 Incentive
Plan and in consideration of the additional benefits Executive and other
associates of the Company may receive under the 2005 Incentive Plan because of
the differences in incentives to him and other associates under the 2005
Incentive Plan, Executive, intending to be legally bound, agrees as follows:



     1. Executive agrees that the 1996 Incentive Plan shall be replaced by the
2005 Incentive Plan upon adoption by the Company, as recommended by Executive,
and the Executive shall not be entitled to any payment under the 1996 Incentive
Plan.



     2. Executive waives any rights that he would otherwise have under Section
4(c) or any other provision of the Employment Agreement to a target award of
100% of Executive’s base salary under the 2005 Incentive Plan, provided that
Executive’s target award under the 2005 Incentive Plan shall be at least 75% of
Executive’s base salary, and the maximum incentive opportunity of Executive
under the 2005 Incentive Plan, including distributions from the Incentive Pool
thereunder, shall be 200% of Executive’s base salary.



 









 






     3. Executive understands and agrees that notwithstanding anything stated
in Section 4(c) or any other provision of the Employment Agreement or anything
stated in this Waiver and Modification, Executive shall not be entitled to any
payment under the 2005 Incentive Plan other than in accordance with the terms
of the 2005 Incentive Plan and that, under the provisions of the 2005 Incentive
Plan, 40% of the basic incentive award payment to which Executive is otherwise
entitled under the 2005 Incentive Plan is at risk pursuant to the terms of the
2005 Incentive Plan and is dependent upon the achievement of annual individual
performance measures established by the Compensation Committee.



     4. This Waiver and Modification is a continuing waiver given in accordance
with Section 14(f) of the Employment Agreement.



     IN WITNESS WHEREOF, Executive has executed this Waiver and Modification as
of the date set forth in the first paragraph of this Agreement.


	 	 	 	 	 
	 	 	 
	 	     /s/ Michael Searles
 	 
	 	Michael Searles 	 
	 	 	 
	 




Agreed and accepted as of the date

first above written to induce the

Company to adopt the 2005 Incentive

Plan.


	 	 	 	 	 
	WILSONS THE LEATHER EXPERTS INC.

 	 
	By:  	/s/ Betty A. Goff
 
	 	Its:  Vice President, Human Resources  	 
	 	 	 
	 





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