FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
“Amendment”) is made and entered into as of the 6th day
of November, 2008, by and between CROWN CRAFTS, INC. , a
Delaware corporation (“Employer”), and NANCI
FREEMAN , an individual resident of the State of California
(“Employee”).
WHEREAS ,
Employer and Employee have entered into that certain Amended and
Restated Employment Agreement dated as of April 20, 2004 (the
“Agreement”);
WHEREAS ,
Employer and Employee wish to amend the Agreement as provided
herein to comply with Section 409A of the Internal Revenue
Code of 1986, as amended; and
WHEREAS ,
capitalized terms used but not otherwise defined herein shall have
the same meanings given to such terms in the Agreement;
NOW,
THEREFORE , in consideration of the foregoing and the mutual
covenants and agreements herein, the parties hereto do hereby agree
as follows:
1.
Amendments to Agreement . The Agreement is hereby amended as
follows:
(a) The
second sentence of Section 7.2.3 of the Agreement is amended
and restated in its entirety as follows:
“For
purpose of reference, such activities currently include the
business of manufacturing, marketing and distribution of infant and
toddler bedding, blankets and accessories and infant bibs, bath
items and gift sets and the Employer’s operations and
activities related thereto.”
(b) Section 10.5
of the Agreement is amended and restated in its entirety as
follows:
“10.5 If
this Agreement is terminated (i) at Employer’s election
without Cause, (ii) at the election of Employee for Good
Reason within sixty (60) days after the occurrence of the
event that constitutes Good Reason or (iii) at the election of
Employee within sixty (60) days after the acquisition of the
Company by purchase, merger, consolidation or otherwise where this
Agreement is not expressly assumed by the acquirer of the Company
pursuant to such transaction, then, in each such case, Employee
shall receive what she would have received under Section 13.2
hereof following a Change in Control, payable as provided
therein.”
(c) The
definition of “Competing Business” in Section 12.1
of the Agreement is amended and restated in its entirety as
follows:
““
Competing Business ” means a business that, wholly or
partly, directly or indirectly, engages in manufacturing, marketing
or distribution of infant or toddler bedding, blankets or
accessories or infant bibs, bath items or gift
sets.”
(d) The
first sentence of Section 13.2 of the Agreement is amended by
(i) replacing “180-day period” as referenced
therein with “150-day period” and (ii) replacing
“ninety (90) days” each time it is referenced
therein with “sixty (60) days”.
(e) The
last sentence of Section 13.2 of the Agreement is amended by
replacing “thirty (30) days” as referenced therein with
“ten (10) days”.
(f) The
Agreement is amended by adding the following as new Section 15
thereof:
“15.
Compliance with Section 409A .
