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Exhibit
10-G-11
November 26, 2007
Mr. Raymond C.
Giuriceo
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
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| Re: |
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Agreement dated November 27, 2000 (the
“Severance Agreement”) |
Dear Ray:
Reference is made to the Severance
Agreement between you, as Executive, and Hartmarx Corporation (the
“Company”). Hartmarx Corporation has been authorized by
the Compensation and Stock Option Committee of the Board of
Directors to amend the Severance Agreement in certain respects,
effective as of the date hereof, as set forth below.
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1. |
The following paragraphs are inserted at the very bottom of
page 4: |
“In addition, and with
reference to Internal Revenue Code Section 409A, you and the
Company agree that:
(a) Notwithstanding
anything to the contrary set forth in clause (i) and clause
(ii) in the immediately preceding paragraph or elsewhere in
this Agreement, your entitlement to a series of installments
payments, if any, shall be treated and shall be deemed to be an
entitlement to a series of separate payments within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations thereunder.
(b) Any
Severance Payments paid within the later of (i) 2- 1 / 2 months of the
end of the Company’s taxable year in which your severance
from employment occurred, or (ii) 2- 1 / 2 months of the
end of your taxable year in which your severance from employment
occurred shall be exempt from Section 409A and shall be paid
in accordance with this Agreement. Severance Payments subject to
this paragraph (b) shall be treated and shall be deemed to be
an entitlement to a separate payment within the meaning of
Section 409A of the Code and the regulations
thereunder.
Mr. Raymond C. Giuriceo
Hartmarx Corporation
November 26, 2007
Page 2
(c) To the
extent Severance Payments are not exempt from Section 409A
under paragraph (b) above, any benefits paid in the first 6
months following your severance from employment that are equal to
or less than the lesser of the amounts described in Treasury
Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and
(2) shall be exempt from Section 409A and shall be paid
in accordance with this Agreement. Severance Payments subject to
this paragraph (c) shall be treated and shall be deemed to be
an entitlement to a separate payment within the meaning of
Section 409A of the Code and the regulations
thereunder.
(d) To the
extent Severance Payments are not exempt from Section 409A
under paragraphs (b) or (c) above, any benefits paid
equal to or less than the applicable dollar amount under
Section 402(g)(1)(B) of the Code f
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