**Exhibit 10(b)**

 

**THIS AGREEMENT IS SUBJECT TO ARBITRATION**

**AS PROVIDED IN SECTION  M**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

ThisExecutive Employment Agreement (“Agreement”), dated as of August 8, 2005,entered into between John W. Feray, an individual residing in Dallas County,Texas (“Executive”), and Haggar Clothing Co., a Nevada corporation, havingprincipal offices at 11511 Luna Road, Dallas, Texas (“Haggar” or the “Company”).

 

Throughthis Agreement Haggar employs Executive, and Executive accepts employment byHaggar, upon the terms and subject to the conditions of this Agreement.

 

Now,therefore, in consideration of the premises, the agreements and covenants setforth in this Agreement, and other good and valuable consideration, the receiptand sufficiency of which are acknowledged, Haggar and Executive agree asfollows:

 

**A.****                                    Definitions**   In this Agreement (including this Section)the following terms shall have the following meaning:

 

1.                                       “Affiliate”shall mean, with respect to any Person, any Person which, directly orindirectly controls or is controlled by that Person, or is, under commoncontrol with that Person.  For purposesof this definition, “control” (including, with correlative meaning, the terms “controlledby” and “under common control with”), as used with respect to any Person, shallmean the possession, directly or indirectly, of power to direct or cause thedirection of the management and policies of such Person, whether through theownership of voting securities or by contract or otherwise.

 

2.                                       The“Plan” shall mean the Haggar Clothing Co. Corporate Severance Plan forAssociates effective August 29, 1997, and any subsequent modifications oramendments thereto.

 

3.                                       “Person”shall mean any individual, corporation, partnership, joint venture, trust, association,unincorporated organization or other entity.

 

4.                                       “Section”shall refer to sections of this Agreement.

 

5.                                       “EffectiveDate” shall mean the date the Agreement commences as set forth in Section C.

 

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6.                                       “Subsidiary”shall mean any corporation in an unbroken chain of corporations beginning withHaggar Corp., if each such corporation (other than the last corporation in theunbroken chain) owns stock possessing more than fifty per cent (50%) of thetotal combined voting power of all classes of stock in one of the othercorporations in such chain.

 

**B.**                                    **Duties of Executive**.   Executive will serve as Senior VicePresident and Chief Accounting Officer, or such other position as may beassigned by Haggar’s Chief Operating Officer, and shall perform such dutiesconsistent with such position as are determined and directed by the ChiefOperating Officer.

 

**C.**                                    **Term. **This Agreement shall be effective commencing on August 8, 2005(the “Effective Date”), and continue until August 30, 2006 (the “EmploymentPeriod”), subject to earlier termination pursuant to the provisions of Section J.

 

**D.**                                    **Time Required to Devote to Duties and Place ofEmployment**.  Executiveshall devote his full working time, attention and ability to the business ofHaggar, including, if applicable, its Subsidiaries and/or Affiliates to whichExecutive may have been assigned responsibilities under Section B.  Executive shall well and faithfully serveHaggar, including such applicable Subsidiaries and/or Affiliates, during thecontinuance of his employment under this Agreement and use his best efforts topromote the interests and welfare of Haggar, its Subsidiaries andAffiliates.  Notwithstanding theforegoing, Executive shall be entitled to participate in community affairs andpassive investment  activities notinvolving any measurable portion of Executive’s business time, so long as suchactivities do not interfere with the due performance of his duties under thisAgreement.  Executive’s place ofemployment shall be the Dallas/Fort Worth, Texas, area or such other area inwhich the Board of Directors of Haggar, with the concurrence of the chiefexecutive officer of Haggar, shall determine to locate the principal executiveoffices of Haggar.

 

**E.**                                      **Compensation**.   During the term defined above, Haggar shallpay the Executive the following compensation:

 

1.                                       Basic  Salary.****Basicsalary at an annual rate of $200,000.00 (the “Basic Salary”), payable on Haggar’sregular payroll dates.  Haggar may, inits sole discretion, increase Executive’s Basic Salary in light of hisperformance, inflation and cost of living, and other factors deemed relevant byHaggar; provided, however, that Executive’s Basic Salary may not be decreasedbelow the initial Basic Salary during the term of this Agreement.

 

2.                                       Bonus.   A bonus calculated in accordance with Haggar’sExecutive Bonus Plan in effect from time to time.

 

3.                                       Expensesand Reimbursements. Executive will be entitled to reimbursement forreasonable out-of-pocket expenses incurred by Executive that are directlyattributable to the performance of Executive’s duties under thisAgreement.  Executive will adhere toHaggar’s customary practices and procedures with respect to incurringout-of-pocket

 

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expenses and will presentsuch expense statements, receipts, and vouchers, or other evidence supportingexpenses incurred by Executive as Haggar may from time to time request.

 

4.                                       Benefits.

 

(a)                                  Executiveshall be entitled to participate in all hospital, medical, dental, group life, shortand long-term disability, other health and welfare benefits, and such employeepension benefit plans as are made available generally to other executives ofHaggar.

 

(b)                                 Executiveshall be entitled to vacation and floating holidays in accordance with Haggar’spolicies currently in effect and from time to time modified for its executiveemployees.

 

(c)                                  Anannual car allowance in the amount of $10,800.00, to be paid monthly.

 

(d)                                 IfExecutive becomes disabled during the term of this Agreement (or any extensionor renewal) Haggar shall continue to pay Executive his full Basic Salary for upto one year, or if earlier, until the earliest to occur of (i) thecessation of such disability;  or (ii) theExecutive’s death;  provided, however,that if the Executive should die within one (1) year after the date ofdisability (or most recent disability), the payment of disability benefitsshall continue for such one-year period. The amount payable to the Executive shall be offset on a prospectivebasis by (i) the amount of any proceeds received by Executive from anydisability income program (whether or not insured) maintained by Haggar or anyAffiliate;  (ii) the amount of anydisability payment under the U.S. Social Security Disability InsuranceProgram;  and (iii) any amount ofcompensation received by Executive from gainful employment, other thanemployment approved by Executive’s physician for therapy orrehabilitation.  For purposes of thisparagraph, Executive shall be deemed disabled if he suffers a physical, mentalor emotional injury, illness or disorder that renders him unable to capablyperform in Haggar’s opinion substantially all of his usual and customary dutiesfor Haggar with the degree of decorum and dignity normally associated withemployment in a similar capacity.  Ifthere is a disagreement between Haggar and Executive concerning the existenceof a disability, such disagreement shall be resolved by the opinion of aphysician selected by Haggar.  Haggarshall pay the cost of the assessment and determination of such physician.  Subject to the above limitations, Executive’sBasic Salary shall be continued until such time as a determination is made onthe issue of disability.

 

**F.****                                      ConfidentialInformation.  **Executiveacknowledges that, in the course of performing and fulfilling his duties underthis Agreement, he may have access to and may be entrusted with confidentialinformation concerning the present and contemplated activities of and thetechniques and modes of business operations evolved and used or to be evolvedand used by Haggar, its Subsidiaries and Affiliates and their respectivecustomers and clients, which information is not generally known in the industryin which Haggar does business, the disclosure of any of which confidentialinformation to competitors of Haggar, its Subsidiaries or Affiliates or toother persons would be highly detrimental to the interests of Haggar, itsSubsidiaries and

 

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Affiliates (the “ConfidentialInformation”).  Executive furtheracknowledges and agrees that the right to maintain confidential suchinformation constitutes a proprietary right that Haggar, its Subsidiaries orAffiliates are entitled to protect. Accordingly, Executive covenants and agrees with Haggar and with eachSubsidiary and Affiliate of Haggar that (i) he will not, during thecontinuance of his employment under this Agreement, directly or indirectlydisclose any of such Confidential Information to any Person, nor shall he usethe same, except as required in the normal course of his employment;  and (ii) after the termination orexpiration of his employment under this Agreement, he will not directly orindirectly disclose or make any use of the Confidential Information without thewritten consent of Haggar for himself or any third parties;  and (iii) after the termination orexpiration of his employment under this Agreement, he will return the originalsand all copies of any documents or other media containing ConfidentialInformation in his possession or under his control to Haggar;  provided, however, that Haggar acknowledgesand agrees that Executive shall not be prohibited by this Section fromusing the personal skills and know-how developed by Executive prior to theexecution of this Agreement and during the term of this Agreement, and subjectto the provisions of Section H, Executive shall be allowed to pursue acareer and earn his livelihood through the use of such general skills and know-how he has obtained (but not anyConfidential Information, systems or techniques of Haggar) before and duringhis employment under this Agreement after the termination or expiration of thisAgreement without the express consent of, or any liability to, Haggar.  Executive acknowledges and agrees that in theevent of any actual or threatened violation of the provisions of this Section For of Sections G or H, Haggar and/or any Subsidiary or Affiliate may commenceproceedings in any court of competent jurisdiction for, and shall be entitledto obtain, preliminary and permanent injunctive relief or other appropriateequitable remedies (without any bond or other security being required) and anaccounting of all profits and benefits arising out of such violation, whichrights and remedies shall be in addition to any other rights or remedies towhich Haggar may be entitled at law.

 

**G.**                                    **Non-Solicitation****.  **During the time of Executive’semployment and for a period of two (2) years after the termination ofExecutive’s employment for any reason whatsoever, Executive shall not, withoutthe prior written consent of Haggar, engage in any of the conduct described insubsections (1) and (2) below, either directly or indirectly or inany capacity for any other Person:

 

1.                                       Directlyor indirectly hire, attempt to hire, or assist any other person or entity inhiring or attempting to hire any person who was a Haggar employee, consultantor agent within the 12-month period prior to the termination of Executive’semployment;  or

 

2.                                       directlyor indirectly solicit, divert or take away, in competition with Haggar, thebusiness or patronage of any Person who was a customer, supplier, distributor,licensor or licensee of Haggar within the 12-month period prior to thetermination of Executive’s employment.

 

**H.****                                    CovenantNot to Compete.**   As an ancillarycovenant to the terms and conditions set forth elsewhere in this Agreement, andin particular the covenants set forth in Sections F and G above, and inconsideration of the mutual promises set forth in this Agreement and other good

 

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and valuableconsideration received and to be received, including without limitation, accessto Confidential Information as described above, Executive covenants and agreeswith Haggar that he will not (without the prior written consent of Haggar) atany time during the term of this Agreement and during the Applicable Period,either individually or in partnership or in conjunction with any Person orPersons, as principal, agent, shareholder, guarantor, creditor, employee, consultantor in any other manner whatsoever, carry on any business of, or be engaged in,consult or advise, lend money to, guarantee the debts or obligations of, orpermit his name or any part thereof to be used by, any Person engaged in orconcerned with or interested in any business carried on, within the UnitedStates or the**provinces of Canada in whichHaggar carries on business, which competes with the products manufactured andsold or services provided by Haggar (the “Business”).  For purposes of this Section H, the “ApplicablePeriod” shall mean a period commencing upon termination of employment andcontinuing:

 

(i)                                     iftermination of employment by Haggar is for other than Cause, until theexpiration of the term contemplated by Section C; or

 

(ii)                                  ifa Change of Control Termination occurs or employment is terminated for anyother reason, for one (1) year.

 

**I.****                                         Reasonablenessof Restrictions.  **The Executiveacknowledges that, while performing his duties under this Agreement, he willhave access to and come into contact with trade secrets and ConfidentialInformation belonging to Haggar and will obtain personal knowledge of andinfluence over its world-wide operations, customers and/or employees. TheExecutive agrees that the restrictions contained in Sections F, G, and H arereasonable, supported by valid consideration, and necessary to protect thelegitimate business interests of Haggar both during and after the terminationof this Agreement.

 

**J.****                                      Rightsand Remedies of Haggar.  **ThisAgreement is terminable prior to the expiration of the term by Haggar for “Cause”,as determined in good faith by the Board of Directors of Haggar Corp.  As used in this Agreement, “Cause” shall belimited to the following:

 

1.                                       Executive’srepeated unavailability or refusal to devote the time required for theperformance of his duties as described in Section B;

 

2.                                       Executive’sintentional and repeated refusal to follow instructions of the Chief OperatingOfficer of Haggar (provided such instructions are made in good faith, are notarbitrary or capricious and do not require Executive to subject himself tocriminal liability or material civil liability against which he is notindemnified by Haggar)  (Haggaracknowledges that “intentional and repeated” connotes reasonable notice to Executiveafter one or more instances of refusal and prior to any further instanceswhich, together with earlier ones, are relied on by Haggar for terminationunder this paragraph);

 

3.                                           Intentionalmisrepresentation or unlawful conduct by Executive in the discharge of hisresponsibilities;

 

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4.                                           Executive’sintentional**disclosure to third parties of anyConfidential Information (as described in Section F) outside the normalcourse of his employment and without Haggar’s consent;  or

 

5.                                               Theftof or fraud by Executive involving property of Haggar or its customers, orconviction of Executive of a felony criminal offense; or any other action byExecutive involving moral turpitude and reflecting unfavorably upon the publicimage of Haggar.

 

Haggarrecognizes that one of the principal benefits to it of the employment ofExecutive under this Agreement will be the benefit of Executive’s bestindependent judgment in connection with his area of responsibility.  Accordingly, notwithstanding anything to thecontrary in this Agreement, Cause shall not include Executive’s exercising hisright to articulate to Haggar’s Board of Directors, Chairman of the Board,Chief Executive Officer or Chief Operating Officer his views as to Haggar’splans or policies, so long as he carries out the instructions of the ChiefOperating Officer (provided such instructions are made in good faith, are notarbitrary or capricious and do not require Executive to subject himself tocriminal liability or material civil liability against which he is notindemnified by Haggar).

 

Priorto terminating Executive’s employment, Haggar will advise Executive in writingof the grounds for such termination and Executive shall have a period of 30days after such notice is given within which to cure or contest such claimedgrounds, and Haggar may not terminate his employment for cause unless suchnonperformance is not cured during that period, or, if contested by Executive,shall have been given a reasonable opportunity to appear before the Board, withor without legal representation, to present arguments and evidence on hisbehalf.

 

Upontermination for Cause, Haggar shall pay Executive any accrued and unpaid BasicSalary through the date of termination.

 

**K.****                                    Rightsand Remedies of Executive.**

 

Iftermination of Executive’s employment by Haggar is not for Cause, Executiveshall be entitled to receive, as the exclusive remedy for such termination,violation or failure, payment of the then Basic Salary (payable when and assuch payments would have become due) for a period beginning on the date oftermination and ending on the date on which the term of this Agreement wouldhave expired in accordance with Section C, reduced by any payments made toExecutive pursuant to the Plan or from any other Person as compensation forservices rendered.  It is understood,however, that Executive shall have no obligation to seek other employmentduring such period.  In the event of anyviolation of Sections F, G or H, Executive shall cease to be entitled to anypayments pursuant to this Section K or the Plan (no limitation on anyother remedies available to Haggar being intended).

 

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**L.**                                     **Representations, Warranties and Covenants of theEmployee.**

 

1.                                       TheExecutive represents and warrants to Haggar that:

 

(a)                                  Thereare no restrictions, agreements or understandings whatsoever to which theExecutive is a party that would prevent or make unlawful the Executive’sexecution of this Agreement or the Executive’s employment under this Agreement,or which is or would be inconsistent, or in conflict with this Agreement or theExecutive’s employment under this Agreement, or would prevent, limit or impairin any way the performance by the Executive of the obligations under thisAgreement; and

 

(b)                                 TheExecutive has disclosed to Haggar all restraints, confidentiality commitmentsor other employment restrictions that Executive has with any other employer,person or entity.

 

2.                                       Uponand after the**Executive’s termination orcessation of employment with Haggar and until such time as no obligations ofthe Executive to Haggar hereunder exist, the Executive:  (i) shall provide a complete copy ofthis Agreement to any prospective employer or other person, entity or associationin the Business, with whom or which the Executive proposes to be employed,affiliated, engaged, associated or to establish any business or remunerativerelationship prior to the commencement; and (ii) shall notify  Haggarof the name and address of any such Person, entity or association prior to theExecutive’s employment, affiliation, engagement, association or theestablishment of any business or remunerative relationship.

 

**M**.                                **Arbitration.  **Except as contemplated by the lastsentence of Section F, any dispute between the parties to this Agreement,whether arising during the period of this Agreement or at any time thereafterwhich relates to the validity, construction, meaning, performance or effect ofthis Agreement or the rights and obligations of the parties shall be determinedpursuant to the arbitration rules for employment disputes of the AmericanArbitration Association in Dallas, Texas. The decision of the arbitrators pursuant to such procedures shall befinal and binding upon the parties and shall not be subject to appeal and maybe enforceable in my court of competent jurisdiction located in Dallas County,Texas.

 

**N.****                                    Assignment.  **Neither this Agreement nor the parties’obligations under this Agreement are assignable;  provided, however, if all or substantiallyall of the assets and liabilities of Haggar are transferred to another Personat any time during the term of this Agreement, this Agreement shall be assignedto such Person, and Executive shall continue to be bound by the provisions ofthis Agreement provided that such assignee shall assume and agree to performall obligations of Haggar expressed in this Agreement.  No such assignment shall release Haggar fromits obligations to Executive under this Agreement, and Haggar shall remain liablehereunder notwithstanding such assignment.

 

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**O.****                                   SeverancePayment After Change of Control.**

 

1.                                       ThisSection O sets forth an agreement regarding Executive’s rights andobligations upon a Change of Control (as defined below).  These provisions are intended to assure andencourage in advance Executive’s continued attention and dedication to hisassigned duties and his objectivity during the pendency and after theoccurrence of a Change of Control.  Theseprovisions apply in lieu of, and expressly supersede, the provisions of Section Kregarding payments following termination of employment, if (i) terminationof employment is initiated by the Executive for Good Reason (as defined below)within twenty-four (24) months after the Change of Control; or (ii) terminationof employment by Haggar occurs within twenty-four (24) months after the Changeof Control other than for Cause (a “Change of Control Termination”).  These provisions shall terminate and be of nofurther force or effect following twenty-four (24) months after the Change ofControl.

 

2.                                       Upona Change of Control Termination, in addition to any benefit to which theExecutive is entitled under the Plan, Haggar shall pay Executive any accruedand unpaid Basic Salary through the date of termination, and a lump sumseverance payment equal to 2.99 times the Executive’s “Base amount,” as definedin Section 28OG of the**InternalRevenue Code of 1986, as amended (the “Code”). In addition, if it is determined that any benefits or payment by Haggarto or for the benefit of Executive (a “Payment”) would be subject to the excisetax imposed by Section 4999 of the Code, or any interest or penalties areincurred by Executive with respect to such excise tax (collectively the “ExciseTax”), then Executive shall be entitled to receive an additional payment (a “Gross-upPayment”) in an amount such that, after payment by Executive of all taxes,interest and penalties, including, without limitation, any income taxes and ExciseTax imposed upon the Gross-up Payment, Executive retains an amount of theGross-up Payment equal to the Excise Tax imposed upon the Payments. Alldeterminations required to be made under this Section O. shall be made byan independent national accounting firm selected by Haggar (the “AccountingFirm”) which shall provide detailed supporting calculations to Haggar and theExecutive.  Any determination by theAccounting Firm shall be conclusive and binding upon Haggar and the Executive.  Any Gross-up Payment determined shall be paidby Haggar to the Executive within five (5) days of the receipt of thedetermination.

 

(a)                                  Asa result of the uncertainty in the application of Section 4999 of the Codeat the time of the initial determination by the Accounting Firm hereunder, itis possible that Gross-Up Payments which will not have been made by Haggarshould have been made (“Underpayment”), consistent with the calculationsrequired to be made hereunder.  In theevent that Haggar exhausts its remedies pursuant to subparagraph (b) andthe Executive thereafter is required to make a payment of any Excise Tax, theAccounting Firm shall determine the amount of the Underpayment that hasoccurred and any such Underpayment shall be promptly paid by Haggar to or forthe benefit of the Executive.

 

(b)                                 TheExecutive shall notify Haggar in writing of any claim by the Internal RevenueService that, if successful, would require the payment by Haggar of theGross-Up Payment.  Such notificationshall be given as soon as practicable but no later than ten (10)

 

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business days after theExecutive is informed in writing of such claim and shall apprise Haggar of thenature of such claim and the date on which such claim is requested to bepaid.  The Executive shall not pay suchclaim prior to the expiration of the 30-day period following the date on whichit gives such notice to Haggar (or such shorter period ending on the date thatany payment of taxes with respect to such claim is due).  If Haggar notifies the Executive in writingprior to the expiration of such period that it desires to contest such claim,the Executive shall:

 

(i)                                     giveHaggar any information reasonably requested by it relating to such claim;

 

(ii)                                  takesuch action in connection with contesting such claim as Haggar shall reasonablyrequest in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney reasonablyselected by Haggar;

 

(iii)                               cooperate with Haggar ingood faith in order effectively to contest such claim;  and

 

(iv)                              permitHaggar to participate in any proceedings relating to such claim;

 

provided, however, thatHaggar shall bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with such contest and shallindemnify and hold the Executive harmless, on an after-tax basis, for anyExcise Tax or income tax (including interest and penalties with respectthereto) imposed as a result of such representation and payment of costs andexpenses.  Without limitation of theforegoing provisions of this subparagraph (b), Haggar shall control allproceedings taken in connection with such contest and, at its sole option, maypursue or forego any and all administrative appeals, proceedings, hearings andconferences with the taxing authority in respect of such claim and may, at itssole option, either direct the Executive to pay the tax claimed and sue for arefund or contest the claim in any permissible manner, and the Executive agreesto prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as Haggar shall determine;  provided,however that if Haggar directs the Executive to pay such claim and sue for arefund, Haggar shall advance the amount of such payment to the Executive, on aninterest-free basis and shall indemnify and hold the Executive harmless on anafter-tax basis, from any Excise Tax or income tax (including interest orpenalties with respect thereto) imposed with respect to such advance or withrespect to any imputed income with respect to such advance;  and further provided that any extension ofthe statute of limitations relating to payment of taxes for the taxable year ofthe Executive with respect to which such contested amount is claimed to be dueis limited solely to such contested amount. Furthermore, Haggar’s control of the contest shall be limited to issueswith respect to which a Gross-Up Payment would be payable hereunder and theExecutive shall be entitled to settle or contest, as the case may be, any otherissue raised by the Internal Revenue Service or any other taxing authority.

 

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(c)                                  If,after the receipt by the Executive of an amount advanced by Haggar pursuant tosubparagraph (b), the Executive becomes entitled to receive any refund withrespect to such claim, the Executive shall (subject to Haggar’s complying withthe requirements of subparagraph (b)), promptly pay to Haggar the amount ofsuch refund (together with any interest paid or credited thereon after taxesapplicable thereto).  If, after thereceipt by the Executive of an amount advanced by Haggar pursuant tosubparagraph (b), a determination is made that the Executive shall not beentitled to any refund with respect to such claim and  Haggar does not notify the Executive inwriting of its intent to contest such denial of refund prior to the expirationof 30 days after such determination, then such advance shall be forgiven andshall not be required to be repaid and the amount of such advance shall offset,to the extent thereof, the amount of Gross-Up Payment required to be paid.

 

3.                                       Upona Change of Control, Executive’s outstanding stock options, restricted stockgrants, Profit Sharing Program awards, and other benefits or incentive awardssubject to vesting schedules shall become 100% vested and exercisable .

 

4.                                       Upona Change of Control Termination, and for a period of one (1) year aftersuch termination, Executive shall be entitled to continued benefits for himselfand/or his family at Haggar’s expense at least equal to those which would havebeen provided to them under the health and welfare benefit plans provided byHaggar prior to the Change of Control.

 

5.                                       Unlessotherwise provided in this Agreement, any severance or other payment payable toExecutive under this Section shall be paid within ten (10) days afterthe date of termination.  Severance orother payments shall not be discounted by reason of the fact that the time ofpayment is accelerated in advance of the ordinary course of payments under thisAgreement.

 

6.                                       This provision shall not affect Executive’sparticipation in, or determination of, distributions and vested rights underany pension, profit-sharing, insurance, performance unit plan or other employeebenefit plan of Haggar to which Executive is entitled pursuant to the terms ofsuch plans, except for the acceleration of vested rights pursuant to thisSection.

 

7.                                 For the purposes of this Agreement, a “Changeof Control” shall be deemed to have taken place if one or more of the followingoccurs: (i) a merger or consolidation of Haggar Corp. or the Company withor into another entity, or the exchange of securities (other than a merger orconsolidation) by the holders of the voting securities of Haggar Corp. or theCompany and the holders of voting securities of any other entity, in which theshareholders of Haggar Corp. or the Company immediately before the transactiondo not own 50% or more of the combined voting power of the voting securities ofthe surviving entity or its parent immediately after the transaction, (ii) adissolution of Haggar Corp. or the Company, (iii) a transfer of all orsubstantially all of the assets of Haggar Corp. or the Company in onetransaction or a series of related transactions to one or more other persons orentities, (iv) a transaction or series of transactions that results in anyentity, “Person” or “Group” (as defined below), becoming the beneficial owner,directly or indirectly, of securities of Haggar Corp. or the Companyrepresenting

 

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more than 50% ofthe combined voting power of Haggar Corp.’s or the Company’s then outstanding securities,or (v) during any period commencing on or after the date of the ExecutiveEmployment Agreement, individuals who at the beginning of the periodconstituted Haggar Corp.’s Board of Directors cease for any reason toconstitute at least a majority, unless the election of each director who wasnot a director at the beginning of the period has been approved in advance bydirectors representing at least two-thirds (2/3) of the directors then inoffice who were directors at the beginning of the period; provided, however,that a “Change of Control” shall not be deemed to have occurred if theownership of 50% or more of the combined voting power of the survivingcorporation, asset transferee or Haggar Corp. or Company (as the case may be),after giving effect to the transaction or series of transactions, is directlyor indirectly held by (A) a trustee or other fiduciary under an employeebenefit plan maintained by Haggar Corp., the Company, or any Subsidiary, (B) oneor more of the “executive officers” of Haggar Corp. that held such positionsprior to the transaction or series of transactions, or any entity, Person orGroup under their control, (C) one or more of the children of J.M. Haggar, Jr.or their lineal descendants, or any entity, Person or Group under theircontrol, or (D) one or more members of the “senior management” of HaggarCorp. or the Company (as defined by the Chief Executive Officer of the Company)that held such positions prior to the transaction or series of transactions, orany entity, Person or Group under their control (collectively, the “ExcludedPersons”).  As used herein, “Person” and “Group”shall have the meanings set forth in Sections 13(d)(3) and/or 14(d)(2) ofthe Securities Exchange Act of 1934, as amended (“1934 Act”), and “executiveofficer” shall have the meaning set forth in Rule 3b-7 promulgated underthe 1934 Act.

 

8.                                       Forpurposes of this Agreement, “Good Reason” means

 

(i)                                     the assignment of the Executive of anyresponsibilities or duties inconsistent in any respect with the Executive’sposition (including status, offices, titles and reporting requirements), or anyother action by the Company which results in a diminution in such position,authority, duties or responsibilities, excluding for this purpose an isolated,insubstantial or inadvertent action not taken in bad faith and which isremedied by the Company within 30 days after receipt of written notice thereofgiven by the Executive;

 

(ii)                                  any failure by the Company to comply withany material provision of this Agreement, including the requirement to pay anycompensation or provide any benefits to which the Executive is entitledpursuant to this Agreement, other than an isolated, insubstantial orinadvertent failure not occurring in bad faith and which is remedied by the Companywithin 30 days after receipt of written notice thereof given by the Executive;

 

(iii)                                the Company requiringExecutive to be based at any office or location other than the location wherethe Executive is employed as of the date of this Agreement or any office orlocation more than 20 miles from such location; or

 

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(iv)                               anypurported termination by the Company of the Executive’s employment other thanfor Cause.

 

P.                                      **Notices.**   All notices that may, or are required to, begiven pursuant to this Agreement shall be in writing and shall be servedproperly if personally delivered or mailed by registered or certified mail,postage pre-paid, addressed as follows:

 
| HAGGAR:    |   | President and  Chief Operating Officer |
|------------|--------|----------------------------------------|
|       |   | Haggar Clothing  Co.                   |
|       |   | 11511 Luna Road                        |
|       |   | Dallas, Texas  75234                   |
|       |   |                                   |
| Copy to:   |   | General Counsel                        |
|       |   | Haggar Clothing  Co.                   |
|       |   | 11511 Luna Road                        |
|       |   | Dallas, Texas  75234                   |
|       |   |                                   |
| EXECUTIVE: |   | John W. Feray                          |
|       |   | 706 East  Peninsula                    |
|       |   | Coppell, Texas  75019                  |

 

or such other address oraddresses as any such party may from time to time designate by notice inwriting to the others.  Notice andcommunications shall be effective when actually received by the addressee.

 

**Q.****                                   EntireAgreement;  Amendments.  **This Agreement (together with allbenefit or plan documents referred to in this Agreement) constitutes the entireunderstanding between the parties with respect to the subject matter hereof,superseding all negotiations, prior discussions and agreements, written ororal.  This Agreement may not be amendedexcept in writing executed by both parties.  In the event of an inconsistency between the provisions of thisAgreement and any benefit or plan document referred to in this Agreement, theprovision conferring the greater benefit upon Executive shall control.

 

**R.****                               FurtherAssurance.  **Each of the partieshereto shall do or cause to be made, done and executed, all such further andother things, acts, deeds, documents, conveyances and assurances as may benecessary or reasonably required to carry out the intended purpose of thisAgreement fully and effectually.

 

**S.****                                Construction.  **Where the singular or masculine are usedin this Agreement, the same shall, be construed as the plural or feminine orneuter and vice versa, where the context so requires or permits.

 

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**T.****                                Headings.  **The headings of the Sections of thisAgreement are inserted for purposes of convenience of reference only and. shallnot affect the construction or meaning of any provision of this Agreement.

 

**U.****                                Severability.  **If any covenant or provision of thisAgreement is determined to be void or unenforceable, in whole or in part, itshall not be deemed to affect or impair the validity of any other covenant orprovision of the remaining part or parts thereof.

 

**V.****                                    Survival.  **The provisions of this Agreement setforth in Sections F, G, H, I, J, K, M and O hereof shall survive thetermination of the Executive’s employment under this Agreement.

 

**W.****                                GoodFaith.  **The parties agree toconduct themselves in good faith and deal fairly with each other in the**employment relationship created by this Agreement and torefrain from action which injures either party’s right to receive the benefitshereof.

 

**X.****                               GoverningLaw.  **This Agreement shall begoverned, construed and enforced in accordance with the laws of the State ofTexas, without giving effect to its rules governing choice of law.

 

**Y.**                                **Professional Fees and Expenses.**   Other than with respect to claims brought bythe Executive against, or defenses by the Executive of any claim of, theCompany with respect to this Agreement that were determined to have been madeor asserted by the Executive in bad faith or frivolously, the Company agrees topay all reasonable legal and professional fees and expenses that the Executivemay reasonably incur as a result of any contest by the Executive, by theCompany or others of the validity or enforceability of, or liability under, anyprovision of this Agreement (including as a result of any contest by theExecutive about the amount of any payment under this Agreement).

 

**Z.**                                     **Employee Acknowledgment.  **THE EMPLOYEE REPRESENTS THAT HE HAS HADAMPLE OPPORTUNITY TO REVIEW THIS AGREEMENT, AND THE EMPLOYEE ACKNOWLEDGES THATHE UNDERSTANDS THAT THIS AGREEMENT CONTAINS IMPORTANT CONDITIONS OF HISEMPLOYMENT AND THAT IT EXPLAINS POSSIBLE CONSEQUENCES, BOTH FINANCIAL ANDLEGAL, IF THE EMPLOYEE BREACHES THE AGREEMENT.

 

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**INTENTIONALLY LEFT BLANK.]**

 

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**ASWITNESS** the hands of a duly authorized officer of Haggar andof the Executive the day and year first before written, which is the EffectiveDate.

 
|   | **EXECUTIVE**                                      |
|--------|----------------------------------------------------|
|   |                                               |
|   | /s/ John W.  Feray                                 |   |
|   | Name:  John W. Feray                          |
|   |                                               |
|   |                                               |
|   | **HAGGAR  CLOTHING CO.**                           |
|   |                                               |
|   |                                               |
|   | By:                                                |  /s/ Frank D. Bracken |   |
|   | Name: Frank D.  Bracken                            |
|   | Title:  President and Chief Operating Officer |
|        |                                                    |  |  |

 

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