exv10w2



 





Exhibit 10.2




SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

(ROGERS)




           THIS SECOND AMENDMENT (this “Amendment”) is made as of April 5, 2004, to
the Employment Agreement dated May 25, 1996 by and between WILSONS THE LEATHER
EXPERTS INC., a Minnesota corporation (the “Company”), and DAVID ROGERS, a
resident of Minnesota (the “Executive”), as amended by that First Amendment to
Employment Agreement dated as of March 23, 2000 (the “Agreement”).



           WHEREAS, the Company wishes to continue to secure the Executive’s services
as the President of the Company under the terms of the Agreement as modified by
this Amendment;



           WHEREAS, the Executive wishes to continue to provide such services to the
Company; and



           WHEREAS, the Executive and the Company desire to modify certain terms of
Section 6(c) in the Agreement.



           NOW THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings stated herein, the Executive and the Company hereby
agree to amend the Agreement as follows:



           A.      The introduction to Section 6(c) and Section 6(c)(i) of the Agreement
are hereby amended in their entirety to read as follows:



            “(c)   If the Executive’s employment hereunder ends prior to the end of the
Employment Period by reason of resignation by the Executive for Good Reason or
termination by the Company without Cause, then:




	 	(i)	 	the Company shall continue to pay, or cause one
or more of its Subsidiaries to continue to pay, to the
Executive, in accordance with, and at the times provided in,
Section 3(a) hereof, the Executive’s Base Salary for a period
of 24 months after the Termination Date even if such 24-month
period does not end at or prior to the end of the Employment
Period”;




           B.       Section 6(c)(iv) of the Agreement is hereby amended in its entirety to
read as follows:




	 	  “(iv)	 	the Executive and his dependents shall continue,
for a period of 24 months after the Termination Date, even if
such 24-month period does not end at or prior to the end of
the Employment Period, to be entitled to all medical, dental,
life insurance and disability benefits of the type that they
received



 









 






	 	 	 	immediately prior to the Termination Date (or, in the event
their participation in a plan pursuant to which any such
benefits are provided is barred by the terms of such plan,
benefits which are no less favorable to them than the
benefits under such plan), except to the extent essentially
equivalent and no less favorable benefits are provided to
them by a subsequent employer; and”




     C.       All references in the Agreement and this Amendment to “this Agreement,”
the “Agreement,” “hereunder,” “herein,” or “hereof” shall be deemed to be
references to the Agreement, as amended by this Amendment and as hereafter
amended by any other amendment adopted in accordance with Section 22 of the
Agreement.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.



	 	 	 	 	 
	 
	 	WILSONS THE LEATHER
EXPERTS INC.
	 
	 	 	 	 
	/s/ David Rogers

	 	By:
	 	/s/ Michael Cowhig
	
 

	 	 	 	
 
	Name: David Rogers

	 	Name:
	 	Michael Cowhig
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Title:
	 	Chairman, Compensation Committee
	

	 	 	 	
 








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