ex10_2.htm


     

     

    



    Exhibit
10.2

     

     

    


    
      	
               

               

               

              PRIVATE &
      CONFIDENTIAL,

               

              January
      21, 2009

               

              Hartmarx
      Corporation

              101
      North Wacker Drive, 23rd
      Floor

              Chicago,
      Illinois 60606

              Attn:
      Mr. Glenn R. Morgan

            	
              
                Michael
      Buenzow

                Senior
      Managing Director

                FTI
      Consulting, Inc.

                333
      W. Wacker, Suite 600

                Chicago,
      IL  60606

              

               
      (312) 252-9333

            
	 
      


    

    


    Re:           Hartmarx
Corporation

    


    Dear
Mr. Morgan:

    


    
      	
              1.

            	
              Introduction

            


    

    


    This
letter confirms that we, FTI Consulting, Inc. (“FTI”), have been retained by
you, Hartmarx Corporation (“you”, the “Company”, or “Hartmarx”), to provide
certain financial advisory and consulting services (the “Services”) as set out
below.  This letter of engagement (the “Engagement”) and the related
Standard Terms and Conditions constitute the engagement contract (the
“Engagement Contract”) pursuant to which the Services will be
provided.

    


    
      	
              2.

            	
              Scope
      of Services

            


    

    


    The
Services that FTI will render to the Company may include, but are not limited
to, the following:

     

    Cash
Management and Financial Projections

    
      	
               
      

            	
              ·

            	
              Evaluate
      current liquidity position and expected future cash
  flows;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      management in the updating of weekly cash flow forecasts required pursuant
      to the Credit Facility;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      in the management and control all cash
  disbursements;

            


    

    
      	
               
      

            	
              ·

            	
              Advise
      management on cash conservation measures and assist with implementation of
      cash forecasting and reporting tools as requested;
  and

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      in the development of financial
projections.

            


    

    


    Situational
Assessment

    
      	
               
      

            	
              ·

            	
              Assess
      current situation and determine solution for highest and best recovery and
      recommend appropriate strategic
alternatives;

            


    

    


    Bankruptcy
Advisory Assistance

    
      	
               
      

            	
              ·

            	
              Assist
      management and the Board of Directors in managing the various aspects of
      the execution of a Chapter 11
filing;

            


    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              ·

            	
              Advise
      the Company in the process of obtaining and maintaining debtor in
      possession (“DIP”) financing and assist the Company in preparing a
      collateral package in support of such
financing;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      Company personnel with the communications and negotiations, at your
      request and under your guidance, with lenders, creditors, and other
      parties-in-interest including the preparation of financial information for
      distribution to such
parties-in-interest;

            


    

    
      	
               
      

            	
              ·

            	
              Advise
      and assist the Company in their preparation, analysis and monitoring of
      historical, current and projected financial affairs, including without
      limitation, if necessary, schedules of assets and liabilities (“SOAL’s”),
      statements of financial affairs (“SOFA’s”), periodic operating reports
      (“MOR’s), analyses of cash receipts and disbursements, analyses of cash
      flow forecasts, analyses of various asset and liability accounts, analyses
      of any unusual or significant transactions between themselves and any
      other entities, and analyses of proposed restructuring
      transactions;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      the Company in the valuation of businesses and in the preparation of a
      liquidation valuation for a reorganization plan and/or negotiation
      purposes;

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      the Company in managing and executing the claims reconciliation process;
      and

            


    

    
      	
               
      

            	
              ·

            	
              Advise
      and assist the Company in identifying and/or reviewing preference
      payments, fraudulent conveyances and other causes of
    action.

            


    

    


    Interim
Management Services

    
      	
               
      

            	
              ·

            	
              If
      the Company decides to file for protection under Chapter 11 of the U.S.
      Bankruptcy Code, if required by the Lender Group and authorized by the
      Board of Directors, Michael Buenzow will commence serving as the Chief
      Restructuring Officer (the “CRO”) of the Company, reporting directly to
      the Board of Directors;

            


    

    
      	
               
      

            	
              ·

            	
              To
      the extent determined by the Board of Directors from time to time, Michael
      Buenzow will be granted the right to attend and participate (but not vote)
      in the meetings of the Board of Directors of the Company as an observer
      (such role referred to as “Board
Observer”);

            


    

    
      	
               
      

            	
              ·

            	
              Other
      temporary employees (the “Temporary Employees”) whom you may approve from
      time to time to support Michael Buenzow in his role as the
      CRO;

            


    

    
      	
               
      

            	
              ·

            	
              Lead
      management efforts to further identify and implement both short-term and
      long-term profit improvement, liquidity generating and debt reduction
      initiatives in an effort to improve the ongoing viability of the
      Company;

            


    

    
      	
               
      

            	
              ·

            	
              In
      conjunction with the Company’s retention of Moelis & Company to
      evaluate strategic alternatives, the CRO will lead efforts to evaluate all
      bids or proposals received for any of the Company’s assets to determine
      which bid or bids constitute the highest and best
  bids;

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              ·

            	
              Perform
      the typical duties of a CRO, work collaboratively with all
      parties-in-interest including but not limited to secured creditors,
      unsecured creditors, administrative creditors, shareholders, existing
      management and employees of the Company;
and

            


    

    
      	
               
      

            	
              ·

            	
              Proactively
      lead, direct and coordinate the Company’s Chapter 11 restructuring
      efforts.

            


    

    


    


    Other

    
      	
               
      

            	
              ·

            	
              Assist
      with such other accounting and financial advisory services as requested by
      the Company and/or the Board of Directors consistent with the role of a
      financial advisor and not duplicative of services provided by other
      professionals.

            


    

    


    The
Services may be performed by FTI employees or by any employees of subsidiaries
of FTI, as FTI shall determine in consultation with the Company.  FTI
may also provide, with the prior approval of the Company, non-officer Services
through agents or independent contractors.  References herein to FTI
and its employees shall be deemed to apply also, unless the context shall
otherwise indicate, to employees of each such subsidiary and to any such agents
or independent contractors and their employees.    The
Services will be directed and led by Michael Buenzow, a Senior Managing Director
who is expected to devote approximately 10-20 hours per week to this
engagement.  Mr. Buenzow will be assisted by other experienced
restructuring personnel familiar with complex bankruptcy cases.

    


    
      	
              3.

            	
              Confidentiality

            


    

    


    We
understand that the Company will make available to us information from their
books and records solely for the purpose of this analysis in connection with
your loan evaluation process. Such information will be held in strict confidence
and will not be used for any other purpose except for purposes stated herein.
The information accumulated by us will only be furnished to outside parties if
the Company instructs FTI to do so.

     

    
      	
              4.

            	
              Fees
      and Cash on Account

            


    

    


    Hourly
Fees

    


    Fees
in connection with this Engagement will be based upon the time incurred
providing the Services, multiplied by our standard hourly rates applicable in
the United States.  Effective January 1, 2009 our standard hourly
rates are summarized as follows:

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  Per
      Hour

                                
	 
      	 
      	 
      
	 
      	
                                  Senior
      Managing Directors

                                	
                                  $710
      - $825

                                
	 
      	
                                  Directors
      / Managing Directors

                                	
                                  $520
      - $685

                                
	 
      	
                                  Consultants/Senior
      Consultants

                                	
                                  $255
      - $480

                                
	 
      	
                                  Administrative
      / Paraprofessionals

                                	
                                  $105
      -
$210

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Hourly
rates are generally revised periodically. To the extent this engagement requires
services of our International divisions or personnel, the time will be
multiplied by our standard hourly rates applicable on International engagements.
Note that we do not provide any assurance regarding the outcome of our work and
our fees will not be contingent on the results of such work.

    


    
      	
               
      

            	
              In
      addition to the fees outlined above, FTI will bill for reasonable
      allocated and direct expenses which are likely to be incurred on your
      behalf during this Engagement.  Allocated expenses include the
      cost of items which are not billed directly to the engagement, including
      administrative support and other overhead expenses that are not billed
      through as direct reimbursable expenses, and are calculated at 6.0% of
      FTI’s standard professional rates.

            


    

    


    
      
        	
                 
      

              	
                Direct
      expenses include reasonable and customary out-of-pocket expenses which are
      billed directly to the engagement such as certain telephone, overnight
      mail, messenger, travel, meals, accommodations and other expenses
      specifically related to the engagement.  Further, if FTI and/or
      any of its employees are required to testify or provide evidence at or in
      connection with any judicial or administrative proceeding relating to this
      matter, FTI will be compensated by you at its regular hourly rates and
      reimbursed for reasonable allocated and direct expenses
      (including counsel fees) with respect thereto.

              
	 	 
	 	Performance
      / Completion Fees:   In addition to the monthly fees
      and expenses, after conclusion of a Chapter 11 Bankruptcy proceeding,
      FTI may elect to seek certain performance fees.  The
      potential incentive based performance fees are as
  follows:


      

    

     

    
      	
               
      

            	
              i.

            	
              $900,000
      in the event a Plan of Reorganization (“POR”) is confirmed by the
      Bankruptcy Court and the Company determines the CRO and FTI were
      instrumental in effectuating the development of the Plan.  No
      fee will be deemed to be earned and payable unless a Chapter 11 POR is
      confirmed by the Bankruptcy Court;

            


    

     

    
      	
               
      

            	
              ii.

            	
              In
      the event the Company is not reorganized as a stand alone Company or if
      substantially all of the Company’s are not sold to a strategic or
      financial buyer, FTI will be entitled to a Completion Fee of $300,000 for
      coordinating, negotiating and managing the sale of the Company’s assets to
      liquidation buyers.  FTI shall be entitled to this fee if the
      work is completed as outlined, required and requested;
  and

            


    

     

    
      	
               
      

            	
              iii.

            	
              All
      Performance and Completion Fees must be approved by the Board of Directors
      and the Bankruptcy Court.

            


    

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    Payment of Fees and
Expenses

    


    
      	
               
      

            	
              Prior
      to the Chapter 11 filing, the Company will forward to us the amount of
      $150,000, which funds will be held as a “Retainer” to be applied against
      our final invoice for professional fees, charges and disbursements for the
      Engagement (the "Retainer").  To the extent this amount exceeds
      our fees, charges and disbursements upon the completion of the Engagement,
      we will refund any unused portion.  We will send the Company
      regular monthly invoices for services rendered and charges and
      disbursements incurred on the basis discussed above, and in certain
      circumstances, an invoice may be for estimated fees, charges and
      disbursements through a date certain.  All post-petition fees,
      charges and disbursements will be due and payable immediately upon entry
      of an order containing such court approval or at such time thereafter as
      instructed by the court.

            


    

    


    
      	
               
      

            	
              The
      Company understands that while the arrangement in this paragraph may be
      altered in whole or in part by the Bankruptcy Court, the Company shall
      nevertheless remain liable for payment of court approved post-petition
      fees and expenses.  Such items are afforded administrative
      priority under 11 U.S.C. § 503(b)(1).  The Bankruptcy Code
      provides in pertinent part, at 11 U.S.C. § 1129(a)(9)(A), that a plan
      cannot be confirmed unless these priority claims are paid in full in cash
      on the effective date of any plan (unless the holders of such claims agree
      to different treatment).

            


    

    


    
      	
               
      

            	
              Other

            


    

    
      	
               
      

            	
              In
      a case under the Bankruptcy Code, fees and expenses may not be paid
      without the express prior approval of the Bankruptcy Court.  In
      most cases of this size and complexity, on request of a party in interest,
      the Bankruptcy Court permits the payment of interim fees during the
      case.  The Company agrees that, if asked to do so by us, the
      Company will request the bankruptcy court to establish a procedure for the
      payment of interim fees during the case that would permit payment of
      interim fees.

            


    

    


    
      	
               
      

            	
              If
      the bankruptcy court approves such a procedure, we will submit invoices on
      account against our final fee.  These interim invoices will be
      based on such percentage as the bankruptcy court allows of our internal
      time charges and costs and expenses for the work performed during the
      relevant period and will constitute a request for an interim payment
      against the reasonable fee to be determined at the conclusion of our
      representation.

            


    

    


    
      	
               
      

            	
              Further,
      if FTI and/or any of its employees are required to testify or provide
      evidence at or in connection with any judicial or administrative
      proceeding relating to this matter, FTI will be compensated by you at its
      regular hourly rates and reimbursed for reasonable allocated and direct
      expenses with respect thereto.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    Our
fees will be based upon actual time incurred, plus out-of-pocket
expenses.  If we do not receive payment of any invoice within 15 days
of the due date, we shall be entitled, without prejudice to any other rights
that we may have, to immediately suspend provision of the Services until all
sums due are paid in full.  It is important that you understand that
total fees will depend upon the condition and accessibility of the books and
records, the level of cooperation provided by management, and the ultimate scope
of our work.  All fees and expenses are payable promptly after
approval is received from the bankruptcy court. Hourly rates are revised from
time to time.  We will provide you with prior written notice of any
changes to our rates.  Note that we do not provide any assurance
regarding the outcome of our work and our fees will not be contingent on the
results of such work.

     

    Further,
if FTI and/or any of its employees are required to testify or provide evidence
at or in connection with any judicial or administrative proceeding relating to
this matter, FTI will be compensated by you at its regular hourly rates and
reimbursed for reasonable allocated and direct expenses (including counsel fees)
with respect thereto.

    
 

    
      	
              5.

            	
              Terms
      and Conditions

            


    

     

    The
attached Standard Terms and Conditions set forth the duties of each party with
respect to the Services. Further, this letter and the Standard Terms and
Conditions attached comprise the entire Engagement Contract for the provision of
the Services to the exclusion of any other express or implied terms, whether
expressed orally or in writing, including any conditions, warranties and
representations, and shall supersede all previous letters of engagement,
undertakings, agreements, understandings, correspondence and other
communications, whether written or oral, regarding the Services.

    


    
      	
              6.

            	
              Conflicts
      of Interest

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    Based
on the list of interested parties (the “Potentially Interested Parties”),
provided by you, we have undertaken a limited review of our records to determine
FTI's professional relationships with the Company.  As you may be
aware, FTI is regularly retained by the administrative agent and/or other
members of your lending group (or law firms retained by the administrative agent
or lending group members).  However, such representations are in
matters unrelated to this engagement.

    


    From
the results of such review, we were not made aware of any conflicts of interest
or additional relationships that we believe would preclude us from performing
the Services.  However, as you know, we are a large consulting firm
with numerous offices throughout the United States.  We are regularly
engaged by new clients, which may include one or more of the Potentially
Interested Parties.  We will not knowingly accept an engagement that
directly conflicts with this Engagement without your prior written
consent.

    


    
      	
              7.

            	
              Limitation
      of Liability

            


    

    


    FTI
personnel serving as employees of the Company will be entitled to the benefit of
the most favorable indemnities provided by the Company to its officers and
directors, whether under the Company’s by-laws, certificate of incorporation, by
contract or otherwise.

    


    The
Company agrees that it will specifically include and cover Michael Buenzow (and
any other employee of FTI who, at the request of the Board of Directors of the
Company, FTI agrees will serve as an employee or officer of the Company) under
the Company’s policies for directors’ and officers’ insurance.  The
Company agrees to also maintain insurance coverage for Michael Buenzow for a
period of not less than two (2) years following the date of termination of such
employee's services hereunder. In the event that the Company is unable to
include FTI employees serving as employees or officers of the Company under the
Company’s policies, it is agreed that FTI will attempt to purchase a separate
directors’ and officers’ policy providing coverage similar to the coverage
provided to the Company’s other directors and officers that will cover FTI’s
employees serving as employees or officers of the Company only and that the cost
of the same shall be invoiced to the Company as an out-of-pocket
expense.

    


    If
FTI is unable to purchase such coverage, then it shall have the right to
terminate this letter agreement upon notice to the Company.  The
provisions of this section 7 are in the nature of contractual obligations and no
change in applicable law or the Company's charter, bylaws or other
organizational documents or policies shall affect any of Michael Buenzow’s
rights hereunder. The obligations of the parties as reflected herein shall
survive the termination of the Engagement.

    


    The
parties intend that an independent contractor relationship will be created by
this letter agreement.  As an independent contractor, FTI will have
complete and

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    exclusive
charge of the management and operation of its business, including hiring and
paying the wages and other compensation of all its employees and agents, and
paying all bills, expenses and other charges incurred or payable with respect to
the operation of its business.

    


    None
of FTI’s employees serving as a Temporary Employee, including Michael Buenzow in
his capacity as CRO of the Company, will be entitled to receive from the Company
any salary, bonus, compensation, vacation pay, sick leave, retirement, pension
or social security benefits, workers compensation, disability, unemployment
insurance benefits or any other Company employee benefits.  FTI will
be responsible for all employment, withholding, income and other taxes incurred
in connection with the operation and conduct of its business (including those
related to Michael Buenzow, and the Temporary Employees).

    


    


    
      	
              8.

            	
              Acknowledgement
      and Acceptance

            


    

    


    Please
acknowledge your acceptance of the terms of this Engagement Contract by signing
both the confirmation below and the attached Standard Terms and Conditions and
returning a copy of each to us at the above address.

    


    Thank
you very much for allowing us to assist you in this matter.  If you
have any questions regarding this letter or the attached Standard Terms and
Conditions, please do not hesitate to contact Michael Buenzow at (312)
252-9333.

    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      


      Very
truly yours,

      


      FTI
Consulting, Inc.

    

     

     

    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/
      Michael Buenzow

                          	 
      
	 
      	
                            Michael
      Buenzow

                          
	 
      	
                            Senior
      Managing
Director

                          


                  

                

              

            

          

        

      

    

    


    
      


      
        	
                Date:

              	
                1/23/09

              	 
      


      

      


      


      


      


      
        	
                Agreed
      by:

              	
                 Hartmarx
      Corporation, Inc.

              


      

      


      
        	
                By:

              	
                /s/
      Glenn R. Morgan

              	 
      


      

      


      
        	
                Name:

              	
                Glenn
      R. Morgan

              	 
      
	 
      	 
      
	
                Title:

              	
                /s/
      EVP, Chief Financial Officer

              	 
      
	 
      	 
      
	
                Date:

              	
                1/23/09

              	 
      


      



     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


    FTI
CONSULTING, INC.

    


    STANDARD TERMS AND
CONDITIONS

    


    The
following are the Standard Terms and Conditions on which we will provide the
Services to you set forth within the attached letter of engagement with Hartmarx
Corporation, dated January 21, 2009.  The Engagement letter and the
Standard Terms and Conditions  (collectively the “Engagement
Contract”) form the entire agreement between us relating to the Services and
replace and supersede any previous proposals, letters of engagement,
undertakings, agreements, understandings, correspondence and other
communications, whether written or oral, regarding the Services.  The
headings and titles in the Engagement Contract are included to make it easier to
read but do not form part of the Engagement Contract.

    

      
        	
                1.

              	
                Reports
      and Advice

              
	 
      	 
      
	
                1.1

              	
                Use and purpose of advice and
      reports – Any advice given or report issued by us is provided
      solely for your use and benefit and only in connection with the purpose in
      respect of which the Services are provided. Unless required by law, you
      shall not provide any advice given or report issued by us to any third
      party, or refer to us or the Services, without our prior written consent.
      In no event, regardless of whether consent has been provided, shall we
      assume any responsibility to any third party to which any advice or report
      is disclosed or otherwise made available.

              
	 
      	 
      
	
                2.

              	
                Information
      and Assistance

              
	 
      	 
      
	
                2.1

              	
                Provision of information and
      assistance – Our performance of the Services is dependent upon your
      providing us with such information and assistance as we may reasonably
      require from time to time.

              
	 
      	 
      
	
                2.2

              	
                Punctual and accurate
      information – You shall use reasonable skill, care and attention to
      ensure that all information we may reasonably require is provided on a
      timely basis and is accurate and complete and relevant for the purpose for
      which it is required.  You shall also notify us if you
      subsequently learn that the information provided is incorrect or
      inaccurate or otherwise should not be relied upon.

              
	 
      	 
      
	
                2.3

              	
                No assurance on financial
      data – While our work may include an analysis of financial and
      accounting data, the Services will not include an audit, compilation or
      review of any kind of any financial statements or components
      thereof.  Company management will be responsible for any and all
      financial information they provide to us during the course of this
      Engagement, and we will not examine or compile or verify any such
      financial information.  Moreover, the circumstances of the
      Engagement may cause our advice to be limited in certain respects
      based

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	 
      	
                upon,
      among other matters, the extent of sufficient and available data and the
      opportunity for supporting investigations in the time
      period.  Accordingly, as part of this Engagement, we will not
      express any opinion or other form of assurance on financial statements of
      the Company.

              
	 
      	 
      
	
                2.4

              	
                Prospective financial
      information - In the event the Services involve prospective
      financial information, our work will not constitute an examination or
      compilation, or apply agreed-upon procedures, in accordance with standards
      established by the American Institute of Certified Public Accountants or
      otherwise, and we will express no assurance of any kind on such
      information.  There will usually be differences between
      estimated and actual results, because events and circumstances frequently
      do not occur as expected, and those differences may be
      material.  We will take no responsibility for the achievability
      of results or events projected or anticipated by the management of the
      Company.

              
	 
      	 
      
	 
      	 
      
	
                3.

              	
                Additional
      Services

              
	 
      	 
      
	
                3.1

              	
                Responsibility for other
      parties – You shall be solely responsible for the work and fees of
      any other party engaged by you to provide services in connection with the
      Engagement regardless of whether such party was introduced to you by
      us.  Except as provided in this Engagement Contract, we shall
      not be responsible for providing or reviewing the advice or services of
      any such third party, including advice as to legal, regulatory, accounting
      or taxation matters.  Further, we acknowledge that we are not
      authorized under our Engagement Contract to engage any third party to
      provide services or advice to you, other than our agents or independent
      contractors engaged to provide Services, without your written
      authorization.

              
	 
      	 
      
	
                4.

              	
                Confidentiality

              
	 
      	 
      
	
                4.1

              	
                Restrictions on confidential
      information – Both parties agree that any confidential information
      received from the other party shall only be used for the purposes of
      providing or receiving Services under this or any other contract between
      us. Except as provided below, neither party will disclose the other
      party’s confidential information to any third party without the other
      party’s consent. Confidential information shall not include information
      that:

              
	 
      	 
      
	 
      	
                4.1.1

              	
                is
      or becomes generally available to the public other than as a result of a
      breach of an obligation under this Clause 4.1;

              
	 
      	 
      	 
      
	 
      	
                4.1.2

              	
                is
      acquired from a third party who, to the recipient party’s knowledge, owes
      no obligation of confidence in respect of the information;
    or

              
	 
      	 
      	 
      
	 
      	
                4.1.3

              	
                is
      or has been independently developed by the
  recipient.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      
        	
                4.2

              	
                Disclosing confidential
      information – Notwithstanding Clause 1.1 or 4.1 above, either party
      will be entitled to disclose confidential information of the other to a
      third party to the extent that this is required by valid legal process,
      provided that (and without breaching any legal or regulatory requirement)
      where reasonably practicable not less than 2 business days’ notice in
      writing is first given to the other party.

              
	 
      	 
      
	
                4.3

              	
                Citation of engagement –
      Without prejudice to Clause 4.1 and Clause 4.2 above, to the extent our
      engagement is or becomes known to the public, we may cite the performance
      of the Services to our clients and prospective clients as an indication of
      our experience, unless we and you specifically agree otherwise in
      writing.

              
	 
      	 
      
	
                4.4

              	
                Internal quality reviews
      – Notwithstanding the above, we may disclose any information referred to
      in this Clause 4 to any other FTI entity or use it for internal quality
      reviews.

              
	 
      	 
      
	
                4.5

              	
                Maintenance of
      workpapers – Notwithstanding the above, we may keep one archival
      set of our working papers from the Engagement, including working papers
      containing or reflecting confidential information, in accordance with our
      internal policies.

              
	 
      	 
      
	
                5.

              	
                Termination

              
	 
      	 
      
	
                5.1

              	
                Termination of Engagement with
      notice – Either party may terminate the Engagement Contract for
      whatever reason upon written notice to the other party. Upon receipt of
      such notice, we will stop all work immediately. You will be responsible
      for all fees and expenses incurred by us through the date termination
      notice is received.

              
	 
      	 
      
	
                5.2

              	
                Continuation of terms –
      The terms of the Engagement that by their context are intended to be
      performed after termination or expiration of this Engagement Contract,
      including but not limited to, Clauses 3 and 4 of the Engagement letter,
      and Clauses 1.1, 4, 6 and 7 of the Standard Terms and Conditions, are
      intended to survive such termination or expiration and shall continue to
      bind all parties.

              
	 
      	 
      
	
                6.

              	
                Indemnification and
      Liability Limitation;
      Waiver of Jury Trial

              
	 
      	 
      
	
                6.1

              	
                Indemnification - You
      agree to indemnify and hold harmless FTI and any of its subsidiaries and
      affiliates, officers, directors, principals, shareholders, agents,
      independent contactors and employees (collectively “Indemnified Persons”)
      from and against any and all claims, liabilities, damages, obligations,
      costs and expenses (including reasonable attorneys’ fees and expenses and
      costs of investigation) arising out of or relating to your retention of
      FTI, the execution and delivery of this Engagement Contract, the provision
      of Services or other matters relating to or arising from this Engagement
      Contract, except to the extent that any such claim, liability, obligation,
      damage, cost or expense shall have
been.

              


      

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


      
        	 
      	
                determined
      by final non-appealable order of a court of competent jurisdiction to have
      resulted from the gross negligence or willful misconduct of the
      Indemnified Person or Persons in respect of whom such liability is
      asserted

              
	 
      	 
      
	
                6.2

              	
                Limitation of liability -
      You agree that no Indemnified Person shall have any liability as a
      result of your retention of FTI, the execution and delivery of this
      Engagement Contract, the provision of Services or other matters relating
      to or arising from this Engagement Contract, other than liabilities that
      shall have been determined by final non-appealable order of a court of
      competent jurisdiction to have resulted from the gross negligence or
      willful misconduct of the Indemnified Person or Persons in respect of whom
      such liability is asserted.  Without limiting the generality of
      the foregoing, in no event shall any Indemnified Person be liable for
      consequential, indirect or punitive damages, damages for lost profits or
      opportunities or other like damages or claims of any
  kind.

              
	 
      	 
      
	
                6.3

              	
                WAIVER OF JURY TRIAL –TO
      FACILITATE JUDICIAL RESOLUTION AND SAVE TIME AND EXPENSE, YOU AND FTI
      IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO DEMAND A TRIAL BY JURY IN ANY
      ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE
      SERVICES OR ANY SUCH OTHER MATTER. .

              
	 
      	 
      
	
                7.

              	
                Governing Law and
      Jurisdiction-The Engagement Contract shall be governed by and
      interpreted in accordance with the laws of the State of New York, without
      giving effect to the choice of law provisions thereof.  The
      United States District Court for the Southern District of New York and the
      appropriate Courts of the State of New York sitting in the Borough of
      Manhattan, City of New York shall have exclusive jurisdiction in relation
      to any claim, dispute or difference concerning the Engagement Contract and
      any matter arising from it. The parties submit to the jurisdiction of such
      Courts and irrevocably waive any right they may have to object to any
      action being brought in these Courts, to claim that the action has been
      brought in an inconvenient forum or to claim that those Courts do not have
      jurisdiction.

              


      

      


      Confirmation of Standard
Terms and Conditions

      


      We
agree to engage FTI Consulting, Inc. upon the terms set forth in these Standard
Terms and Conditions as outlined above.

      


      Hartmarx
Corporation.

      


      
        	
                By:

              	
                /s/
      Glenn R. Morgan

              	 
      
	 
      	 
      
	 
      	 
      
	
                Date:

              	
                1/23/09

              	 
      


      




     

    
      
        

      

    

    13