**Exhibit 10(c)**

** **

**FIRST AMENDMENT TOEXECUTIVE EMPLOYMENT AGREEMENT**

 

This First Amendment to Executive Employment Agreement (this “**Amendment**”) is entered into this 14 dayof February, 2003 (the “**Effective Date**”),by and between J.M. Haggar, III, an individual residing in Dallas County, Texas(“**Executive**”), and HaggarClothing Co., a Nevada corporation, having principal offices at 6113 LemmonAvenue, Dallas, Texas (“**Haggar**”).  Capitalized terms used herein, but nototherwise defined, shall have the same meaning assigned to them in theEmployment Agreement (as defined below).

 

**RECITALS**

 

A.            Executiveand Haggar entered into that certain Executive Employment Agreement, dated asof July 24, 2001 (the “**EmploymentAgreement**”);

 

B.            Theparties desire to amend the Employment Agreement as set forth herein; and

 

C.            Haggardesires to continue to employ Executive, and Executive desires to continue hisemployment with Haggar, subject to the following modifications of theEmployment Agreement.

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the premises and agreements hereincontained and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.             **Amendment to Section O.7**.  Section O.7 of the Employment Agreement ishereby amended as follows:

 

(a)           Clause (i) is deleted in its entirety and replaced withthe following:

 

“(i)          amerger or consolidation of Haggar Corp. or the Company with or into anotherentity, or the exchange of securities (other than a merger or consolidation) bythe holders of the voting securities of Haggar Corp. or the Company and theholders of voting securities of any other entity, in which the shareholders ofHaggar Corp. or the Company immediately before the transaction do not own 50%or more of the combined voting power of the voting securities of the survivingentity or its parent immediately after the transaction;”

 

(b)           The phrase “of two (2) consecutive years” is deleted fromclause (v).

 

2.             **Effect**.  Except as amended by this Amendment, all of the provisions of theEmployment Agreement are hereby affirmed, ratified and declared to be in fullforce and effect.

 

3.             **Counterparts**.  This Amendment may be executed in multiple counterparts, each ofwhich shall be deemed an original and together shall constitute one and thesame Amendment.

 

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4.             **Governing Law**.  This Amendment shall be governed, construedand enforced in accordance with the laws of the State of Texas, without givingeffect to its rules governing choice of law.

 

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IN WITNESS WHEREOF, this Amendment has been entered into as of the dateand year first above written.

 
|   |   | **EXECUTIVE:**                                      |
|--------|--------|-----------------------------------------------------|
|   |   |                                                |
|   |   |                                                |
|   |   | /s/  J.M. Haggar, III                     |
|   |   | J.M. Haggar, III                                    |
|   |   |                                                |
|   |   | **HAGGAR:**                                         |
|   |   |                                                |
|   |   | **HAGGAR CLOTHING CO.,**                            |
|   |   | a Nevada corporation                                |
|   |   |                                                |
|   |   |                                                |
|   |   | /s/  Frank D. Bracken                     |
|   |   | Name:  Frank D. Bracken                        |
|   |   | Title:  President and Chief  Operating Officer |

 

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