EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into
effective as of the 22 day of February, 2000 (the "Effective
Date") between Stage Stores, Inc., a Delaware corporation (the
"Company"), and John J. Wiesner, an individual (the "Executive").
WHEREAS, the Executive presently serves as a Director of the
Company and has extensive experience in the retail clothing
industry and previously served as the Chairman and Chief
Executive Officer of C.R. Anthony Company, an Oklahoma
corporation which was acquired by the Company and merged into
Specialty Retailers, Inc., a subsidiary of the Company; and
WHEREAS, the position of Chief Executive Officer and
President is presently vacant within the Company; and
WHEREAS, the Company's Board of Directors has determined
that it is appropriate and in the best interests of the Company
to hire the Executive on the terms and conditions set forth in
this Agreement to perform the duties of the Chief Executive
Officer of the Company on a temporary basis while the Board
conducts a search for a new Chief Executive Officer for the
Company; and
WHEREAS, the Executive is willing to serve as the Chief
Executive Officer on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement, the
following capitalized terms shall have the following meanings:
(a) "Accelerated Severance Payment" shall have the
meaning ascribed to such term in Section 7 below.
(b) "Death" shall mean the death of the Executive.
(c) "Disability" shall have the same meaning as is
then applicable under the Company's welfare benefit plan
governing long term disability income payments. If no such
plan is in effect at the time of any determination of
Disability, then Disability shall mean the Executive's
absence as a result of physical or mental illness from his
duties with the Company on a full-time basis for three (3)
months.
(d) "Executive Benefits" shall have the meaning
ascribed to such term in Section 4 below.
(e) "Health Benefits" shall mean any policy, plan or
program available to executive officers of the Company
which: (i) provides insurance or indemnity against or
reimbursement for expenses or loss of income incurred as a
result of or arising out of any accident, sickness, illness,
disability or other change in the physical, emotional or
mental well being of the executive officer or members of the
executive officer's immediate family; or (ii) constitutes,
contains or provides life insurance or any other similar
benefit for the benefit of the executive officer or members
of the executive officer's immediate family.
(f) "Guaranteed Term" shall mean that period of time
commencing on the Effective Date and concluding on the date
which is six (6) months after the Effective Date or the
effective date of a Termination Notice voluntarily submitted
by Executive to the Company, whichever is earlier. The
Guaranteed Term shall not be shortened by termination of the
Executive's employment by the Company or by Death,
Disability or any other reason.
(g) "Option" shall have the meaning ascribed to such
term in Section 6 below.
(h) "Salary" shall have the meaning ascribed to such
term in Section 3 below.
(i) "Termination Notice" shall have the meaning
ascribed to such term in Section 2 below.
2. Term of Executive's Employment. Executive's employment
with the Company shall commence as of the Effective Date and,
unless earlier terminated in accordance with the terms and
provisions of Section 9 below, shall be terminable at will by
either party upon thirty (30) days advance, written notice served
upon the other party at any time (a "Termination Notice").
During the term of Executive's employment with the Company,
Executive shall have the title, perform the duties, and have the
rights and benefits which are usual and customary of the Chairman
of the Board, Chief Executive Officer and President of the
Company. Upon termination of Executive's employment with the
Company, executive shall retain the title, perform the duties and
have the rights and benefits which are usual and customary of the
Chairman of the Board of the Company until his successor in such
position is duly elected and qualified. Executive shall devote
such time and attention to the performance of such duties on
behalf of the Company as he deems reasonable or necessary in the
exercise of his reasonable business judgment. Executive may
perform such duties from such places as he deems appropriate in
the exercise of his reasonable business judgment. The Company
recognizes and understands that Executive has other business
activities and commitments which are unrelated to the Company and
agrees that nothing in this Agreement shall prevent or prohibit
Executive from conducting such activities or fulfilling such
commitments. As an inducement to Executive to enter into this
Agreement, the Company has agreed to provide certain rights and
benefits to Executive which, in accordance with the terms and
conditions set forth in this Agreement, may extend beyond the
term of Executive's employment with the Company. Therefore,
except as expressly provided by the terms and provisions of this
Agreement, the terms and provisions of this Agreement shall
survive the termination of Executive's employment with the
Company. The phrase "Guaranteed Term" is used in this Agreement
to denote the term or duration of certain rights and benefits
extended to Executive and shall not be construed as a guarantee
of any certain minimum term of employment with the Company.
3. Executive Compensation. During the Guaranteed Term and
for such period of time thereafter in which the Executive remains
employed by the Company, the Company shall pay Executive the sum
of Fifty Thousand Dollars ($50,000) per month payable in equal
semi-monthly installments, and prorated at the same rate for any
fractional periods thereof ("Salary").
4. Executive Benefits. During the Guaranteed Term and for
such period of time thereafter in which the Executive remains
employed by the Company:
(i) Executive shall be entitled to participate in any
retirement plan or arrangement and any insurance or
other welfare benefit plan, program or arrangement made
generally available to the executive officers of the
Company and on a basis reasonable in relation to the
basis on which the other executive officers of the
Company are eligible to participate; and
(ii) Company shall make one hundred percent (100%) of the
premium or contribution payments necessary to maintain
the right of the Executive and his spouse to receive
Health Benefits; and
(iii) Company shall reimburse Executive for all expenses
incurred by Executive in the performance of his duties
as Chairman of the Board or Chief Executive Officer of
the Company. In light of the contemplated temporary
term of Executive's employment as Chief Executive
Officer, such expenses shall include but not limited to
airfare and any rental or leasing expense of
automobiles or housing incurred by Executive for use
when Executive travels on behalf of the Company to any
point more than forty-five (45) miles away from
Executive's primary residence in Oklahoma City,
Oklahoma.
In the event Executive remains employed by the Company after the
Guaranteed Term, in addition to the benefits described in
Sections 4(a) and 4(b), the Company also shall establish
performance goals, target bonuses and other incentive awards for
Executive that are reasonable in relation to the performance
goals, bonuses and awards established for the Company's other
executive officers. The benefits and payments provided for in
this Section 4 are collectively referred to in this Agreement as
the "Executive Benefits".
5. Continuation of Health Benefits.
(a) Health Benefits for Executive. Following the
termination of Executive's employment with the Company for
any reason whatsoever, including without limitation
Disability, Company shall continue to make one hundred
percent (100%) of the premium or contribution payments
necessary to maintain the right of Executive to receive the
Health Benefits until Executive's 65th birthday or Death,
whichever is the earlier to occur.
(b) Health Benefits for Executive's Spouse. Following
the termination of Executive's employment with the Company
for any reason whatsoever, including without limitation
Death or Disability, Company shall continue to make one
hundred percent (100%) of the premium or contribution
payments necessary to maintain the right of Executive's
spouse to receive the Health Benefits until her 65th
birthday or her death, whichever is the earlier to occur.
6. Stock Options. Upon Executive's execution and delivery
of this Agreement to the Company, Company shall execute and
deliver to the Executive a Stock Option Agreement dated as of the
Effective Date in the form attached hereto as Exhibit "A" (the
"Option").
7. Acceleration of Severance Benefits. Upon Executive's
execution and delivery of this Agreement to the Company, Company
shall pay to Executive the sum of Eighty-Seven Thousand Five
Hundred Dollars ($87,500) in immediately available funds (the
"Accelerated Severance Payment"). Executive agrees that upon
Executive's receipt of the Accelerated Severance Payment, that
certain Amended Severance Agreement between Executive and the
Company dated April 7, 1997, a copy of which is attached hereto
as Exhibit "B" shall be deemed terminated and all of the
obligations of the Company under such Amended Severance Agreement
shall be deemed fully performed and discharged.
8. Immediate Vesting. The following rights shall be fully
earned and vested as of the Effective Date and may not be
rescinded, canceled or terminated for any reason and shall
survive any termination of Executive's employment with the
Company:
(i) the right of Executive to receive the Salary during the
Guaranteed Term and for such period of time thereafter
in which the Executive remains employed by the Company;
and
(ii) the right of the Executive to receive the Executive
Benefits; and
(iii) the right of the Executive to receive the Option;
and
(iv) the right of the Executive to receive Accelerated
Severance Payment.
Provided further, to the extent allowable under the terms of the
plans, programs or policies by or under which the Executive
Benefits are provided, termination of the Executive's employment
with the Company shall not result in a forfeiture of the right to
receive payment of any bonus, payment or contribution which, but
for the termination of Executive's employment would have been
made to or on behalf of Executive within one (1) year after the
termination of the Executive's employment.
9. Effect of Death or Disability. Executive's employment
with the Company shall terminate automatically and immediately
upon Death and may be terminated on thirty (30) days advance
written notice to the Executive following a determination of
Disability provided that within thirty (30) days after written
notice is given to the Executive, the Executive shall not have
returned to the full-time performance of the Executive's duties
with the Company. Provided, however, that Company shall continue
to obligated to make any payments and provide any benefits which
were vested in accordance with the terms of Section 8 of this
Agreement or otherwise at the time of Death or Disability. In
the event of Death, any payments which would have been made to or
on behalf of Executive but for Death, shall be paid in accordance
with the terms of this Agreement to the Executive's devisee,
legatee or other designee or if there be no such designee to the
Executive's estate. In the event of Disability any payments
which would have been to or on behalf of Executive but for such
Disability, shall be paid to Executive or his guardian or
personal representative as the case may be. Any payments or
contributions necessary to maintain the right of Executive, if
living, and Executive's spouse, if living, to receive the Health
Benefits in accordance with the provisions of Section 5 above
shall be made directly to the plan, trust, fund or insurance
company or other entity as may be necessary.
10. Representations and Warranties by the Company. Company
and the person who signs this Agreement on behalf of the Company
each represent and warrant to Executive that the person who signs
this Agreement on behalf of the Company has the actual power and
authority to bind Company to each of the covenants and
obligations contained in this Agreement. Company further
represents and warrants that it has the actual power and
authority to enter into and perform each of the covenants and
obligations contained in this Agreement and has obtained any
necessary resolutions of the Company's Board of Directors or
Stockholders to enter into and perform each of the obligations of
the Company arising under this Agreement and the agreements and
other documents delivered to Executive in connection with this
Agreement, including but not limited to the Option.
11. Successor to the Company. Company shall cause any
successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly,
absolutely and unconditionally to assume and agree to this
Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or
assignment had taken place.
12. Assignability. Neither this Agreement nor any rights
of the Executive hereunder shall be assignable or transferable by
the Executive; provided, however, this Agreement shall inure to
the benefit of and be enforceable by the Executive's personal and
legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
13. Notices. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, as follows:
If to the Company:
Stage Stores, Inc.
10201 Main Street
Houston, Texas 77002
If to the Executive:
John J. Wiesner
6349 Harden Drive
Oklahoma City, Oklahoma 73118
or such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
14. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a writing signed by the Executive
and the Company. No waiver by either party hereto at any time of
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous
agreements relating hereto, and no agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. This Agreement shall
be governed by and construed in accordance with the laws of State
of Oklahoma. The invalidity, or unenforceability of any
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument. Company represents and
warrants that it has the right and authority to enter into this
Agreement and to grant the rights and render the performances
contemplated hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
"COMPANY" STAGE STORES, INC.,
a Delaware corporation
By: /s/ James A. Marcum
"EXECUTIVE"
By: /s/ John J. Wiesner
John J. Wiesner, an
individual
EXHIBIT "A"
STAGE STORES, INC.
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made this 22 day of February,
2000 (the "Grant Date"), by and between Stage Stores, Inc., a
Delaware corporation (the "Company"), and John J. Wiesner, (the
"Optionee"), as an employee of the Company.
The Board, or the Compensation Committee as defined in
Section 2 of the Stage Stores, Inc. Amended and Restated 1996
Equity Incentive Plan (the "Plan"), has determined that Optionee
is a key employee of the Company, and that the objectives of the
Plan will be furthered by the grant of the "Option" (defined
below) pursuant to this Agreement. Capitalized terms defined in
the Plan and not otherwise defined herein shall have the meaning
given such terms in the Plan.
In consideration of the foregoing and of the mutual
undertakings set forth in this Stock Option Agreement, the
Company and Optionee agrees as follows:
SECTION 1. Grant of Option.
1.1 The Company hereby affirms the grant to Optionee of an
option (the "Option") to purchase Two Hundred Thousand
(200,000) shares of Common Stock, par value $0.01 per
share ("Common Stock") of the Company, at a purchase
price of which shall be equal to the closing price of
the Common Stock of the Company on the Grant Date, as
such price is reported by the Wall Street Journal
(Southwest Edition).
1.2 The Option granted hereunder shall be a "nonqualified"
stock option, and is not an "incentive stock option"
within the meaning of Section 422 of the Code, subject
to Section 83 of the Code.
SECTION 2. Exercisability Vesting.
2.1 As of the date hereof, one hundred percent (100%) of
the Option is vested.
2.2 Unless terminated earlier in accordance with the terms
of the Plan, the Option will terminate 10 years after
the date of this Agreement (the "Option Expiration
Date"). In the event the expiration dated described in
Section 5(d)(i) of the Plan is amended, the Option
Expiration Date of this Agreement shall be
automatically amended to be consistent with such
amended date.
2.3 The Stock Option shall be exercisable in whole or in
part, in one or more transactions, in accordance with
the terms and conditions of this Agreement and the
Plan, and the time within which this Option may be
exercised shall expire on the Option Expiration Date,
unless terminated earlier in accordance with the terms
of the Plan.
2.4 Within twelve (12) months after the date on which
Optionee ceases to be an employee of the Company, the
Company shall convene a meeting of the Compensation
Committee to consider extending the period in which
Optionee may exercise the Option in accordance with
Section 5(d)(iii)(C) of the Plan.
SECTION 3 Method of Exercise.
3.1 The Option or any part thereof may be exercised only by
giving written notice to the Company, which notice
shall: (i) state the election to exercise the Option
and the number of whole shares of Common Stock with
respect to which the Option is being exercised; and
(ii) include payment in full of the purchase price or
written notice of such payment form and terms for the
shares being acquired pursuant to such exercise in
accordance with Section 3.2.
3.2 Unless the Compensation Committee agrees to another
payment form or other terms in accordance with Section
5(d)(iii) of the Plan, payment of the purchase price
shall be made by a check made payable to the Company.
In any event, the check, or written notice describing
another payment form or other terms agreed to by the
Compensation Committee, shall be included in the
written exercise notice as required under Section 3.1.
As soon as practicable after the Company has received
payment of the purchase price or the Compensation
Committee has agreed to such other payment form or
terms, the Company shall have delivered to Optionee a
certificate for the shares of Common Stock acquired
pursuant to the Option.
SECTION 4 Nonassignability.
No right granted to Optionee under the Plan or this
Agreement shall be assignable or transferable (whether by
operation of law or otherwise and whether voluntary or
involuntary), other than by will or by the laws of descent
and distribution. All rights granted to the Option under
the Plan or this Agreement shall be exercisable only by
Optionee or his estate, heirs or personal representatives.
SECTION 5. Right of Discharge Reserved.
Nothing in the Plan or this Agreement shall confer upon
Optionee any right to continue in the employ or service of
the Company or affect any right which the Company may have
to terminate the employment or services of Optionee.
SECTION 6. Plan Provisions to Prevail.
This Agreement shall be subject to all of the terms and
provisions of the Plan, which are incorporated hereby and
made a part hereof. In the event there is any inconsistency
between the provisions if thus Agreement and the Plan, the
provisions of the Plan shall govern.
SECTION 7. Optionee's Agreements and Acknowledgements.
By entering into this Agreement, Optionee agrees and
acknowledges that (a) he has received and read a copy of the
Plan and accepts this Option subject to the terms and
provisions of the Plan, and (b) that no member of the Board
of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan
or any award thereunder. As a condition to the issuance of
shares of Common Stock under this Option, Optionee
authorizes the Company to withhold in accordance with
applicable law from any regular cash compensation payable to
him any taxes required to be withheld by the Company under
federal, state or local law as a result of his exercise of
this Option.
SECTION 8. Notices.
Any notice to be given to the Company hereunder shall
be in writing and shall be addressed to the Controller of
the Company at 10201 Main Street, Houston, Texas 77025, or
at such other address as the Company may hereinafter
designate to Optionee by notice as provided herein. Any
notice to be given to Optionee shall be given at the address
set forth below, or at such other address as Optionee may
hereinafter designate to the Company by notice as provided
herein. Notices hereunder shall be deemed to have been duly
given when personally delivered or mailed by registered or
certified mail to the party entitled to receive them.
To Optionee: John J. Wiesner
6349 Harden Drive
Oklahoma City, Oklahoma 73118
SECTION 9. Successors and Assigns.
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns
of the Company and, to the extent set forth in Section 4,
the heirs and personal representatives of Optionee.
SECTION 10. Governing Law.
This Agreement shall be construed in accordance with
and governed by applicable federal law and to the extent
otherwise applicable, the laws of the State of Delaware.
SECTION 11. Entire Agreement.
This Agreement hereby supersedes all prior agreements,
either written or oral, between Optionee and the Company
with respect to any grant of the Option by the Company to
Optionee.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
"COMPANY" STAGE STORES, INC.
By:
James Marcum,
Vice Chairman, Chief Financial Officer
"OPTIONEE" By:
JOHN J. WIESNER
381572.2/SCG/31035-001
EXHIBIT "B"
Amended Severance Agreement between Stage
Stores, Inc. and John J. Wiesner dated April
7, 1997
AMENDED SEVERANCE AGREEMENT
This Amended Severance Agreement ("Agreement") is entered
into as of the 7th day of April, 1997 and effective as of the
"Closing Date" (defined below), between Stage Stores, Inc., a
Delaware corporation (the "Company"), and John J. Wiesner (the
"Executive").
WHEREAS, the Company's Board of Directors has determined
that it is appropriate and in the best interests of the Company
to retain certain members of the Executive Management Team of
C.R. Anthony Company, including the Executive, as employees of
the Company following the Closing Date;
WHEREAS, the Company's Board of Directors has determined
that it is appropriate and in the best interest of the Company to
offer the Amended Severance Payment (defined below) to the
Executive as an inducement to encourage Executive to cancel and
forfeit any rights that the Executive may have under that certain
Executive Severance Compensation Agreement between C.R. Anthony
Company and Executive dated April 1, 1995 (the "Anthony's
Severance Rights"); and
WHEREAS, the Executive has agreed to waive and forfeit the
Anthony's Severance Rights in exchange for the payment of the
Amended Severance Payment on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement, the
following capitalized terms shall have the following meanings:
(a) "Closing Date" shall have the meaning ascribed to
such term in Section 2(d)(i) of that certain Agreement and
Plan of Merger between Stage Stores, Inc. and C.R. Anthony
Company dated March 5, 1997.
(b) "Death" shall mean the death of the Executive.
(c) "Disability" shall have the same meaning as is
then applicable under the Company's welfare benefit plan
governing long term disability income payments. If no such
plan is in effect at the time of any determination of
Disability, then Disability shall mean the Executive's
absence as a result of physical or mental illness from his
duties with the Company on a full-time basis for three (3)
months.
(d) "Amended Severance Payment" shall have the meaning
ascribed to such term in Section 3 below.
2. Waiver of Severance Rights. Executive waives and
relinquishes any rights under that certain Executive Severance
Compensation Agreement between C.R. Anthony Company and Executive
dated April 1, 1995. Executive further agrees to execute any
documents necessary to evidence the cancellation or termination
of such agreement or the waiver or relinquishment of Executive's
rights thereunder as Company may reasonably request.
3. Amended Severance Payment. Company shall pay Executive
One Million One Hundred Thirty-Eight Thousand Three Hundred
Thirty-Three and No/100s Dollars ($1,138,333) as follows:
(a) Four Hundred Sixty-Three Thousand Three Hundred
Thirty-Three and No/100s Dollars ($463,333) in good funds on
January 5, 1998; and
(b) Six Hundred Seventy-Five Thousand and No/100s
Dollars ($675,000) in twenty-seven (27) equal installments
of Twenty Five Thousand and No/100s Dollars ($25,000) per
month payable in good funds on the 5th calendar day of each
month beginning February 5, 1998.
The payments provided for in this Section 3 are collectively
referred to herein as the "Amended Severance Payment".
4. Immediate Vesting. The right of the Executive to
receive the Amended Severance Payment shall immediately vest as
of the Closing Date and may not be rescinded, canceled,
terminated or forfeited for any reason.
5. Effect of Death or Disability. Neither Death nor
Disability shall affect the right of the Executive to receive the
Amended Severance Payment. In the event of Death, any payments
which would have been made to Executive but for Death, shall be
paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee or other designee or if there be no
such designee to the Executive's estate. In the event of
Disability any payments which would have been to Executive but
for such Disability, shall be paid to Executive or his guardian
or personal representative as the case may be.
6. Successor to the Company. Company shall cause any
successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly,
absolutely and unconditionally to assume and agree to this
Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or
assignment had taken place.
7. Assignability. Executive's right to receive the
Amended Severance Payment shall be freely assignable by
Executive.
8. Notices. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, as follows:
If to the Company:
Stage Stores, Inc.
10201 Main Street
Houston, Texas 77002
If by mail or delivery to the Executive:
John J. Wiesner
6349 Harden Drive
Oklahoma City, Oklahoma 73118
or such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a writing signed by the Executive
and the Company. No waiver by either party hereto at any time of
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous
agreements relating hereto, and no agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. This Agreement shall
be governed by and construed in accordance with the laws of State
of Oklahoma. The invalidity, or unenforceability of any
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
"COMPANY" STAGE STORES, INC.,
a Delaware corporation
By: /s/ Carl E. Tooker
Carl E. Tooker, President
and Chief Executive Officer
"EXECUTIVE"
By:/s/ John J. Wiesner
John J. Wiesner
