CONSULTING AGREEMENT
This Consulting
Agreement (the "Agreement") is made and entered into on November 3,
2008 (the “Effective Date”), by and between Stage
Stores, Inc., with a principal place of business at 10201 Main
Street, Houston, Texas 77025 (the "Company"), and
James R. Scarborough, whose address is 177 Springfield Point Road,
Wolfeboro, New Hampshire 03894 (the "Consultant").
WHEREAS, the
Consultant has served as Chief Executive Officer of the Company
since August 2000 and as Chairman of the Company’s Board of
Directors (the “Board”) since August 2001.
WHEREAS, the
Consultant retired as Chief Executive Officer of the Company
effective the close of business on November 3, 2008, but remains a
Director and the Chairman of the Board; and
WHEREAS,
because of his depth of knowledge of the Company’s business
and his significant retail experience, the Board believes that it
is in the best interests of the Company and its shareholders to
retain the services of the Consultant.
NOW THEREFORE,
in consideration of the mutual terms and provisions set forth
herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as
follows:
1.
Duties . The Company hereby retains the
Consultant to review, evaluate, and make recommendations regarding
the Company's operations in order to facilitate a smooth transition
of the office of Chief Executive Officer and to otherwise assist
the Company as may be requested from time to time by the Company
and the Board.
2.
Performance . The Consultant agrees to
devote the necessary time and effort to the performance of his
duties under this Agreement. The Consultant shall
perform such reasonable duties, assume such responsibilities, and
devote such time, energy, and attention to the operations of the
Company as are assigned to the Consultant from time to time by the
Company and the Board.
3.
Term . The term of this Agreement shall
begin on the Effective Date and shall end on June 10, 2010 (the
“Term”) unless earlier terminated or extended by mutual
written agreement of the parties.
4.
Compensation; Applicable Taxes; Director Compensation
. The Company shall pay the Consultant a retainer
of $350,000 per Term year (the “Retainer”) during the
Term of this Agreement. The Retainer shall be payable in
regular installments in accordance with the Company’s general
payroll practices (currently $13,461.53 per each of 26 pay
periods); provided, however, as the Consultant is an i
