Offer Letter Amendment: Definition, Example
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What is an Offer Letter Amendment?
An offer letter amendment is a legal document used to formally change the original terms and conditions of an existing offer letter. The document includes details regarding what terms and conditions are in effect per the original offer letter and what the proposed changes are. The purpose of the offer letter amendment is to put into writing proposed changes. By drawing and signing an offer letter amendment, contract parties can easily and conveniently make minor or major changes to an existing offer without needing to draw up a new agreement.
Offer Letter Amendment Sample
Exhibit 10.1
AMENDMENT
TO OFFER LETTER
This AMENDMENT TO OFFER LETTER (“Amendment”) is entered into on August 7, 2008, by and between Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), and Mr. Edward Wong (“Mr. Wong”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer Letter (as defined below).
WHEREAS, the Company and Mr. Wong have entered into an Offer Letter, dated August 10, 2005 (the “Offer Letter”), which sets forth the terms and conditions of Mr. Wong’s employment by the Company; and
WHEREAS, the Company and Mr. Wong desire to amend the Offer Letter as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Mr. Wong hereby amend the Offer Letter as follows, effective retroactively to August 1, 2008:
1. The first paragraph of the Offer Letter is hereby restated in its entirety as follows :
“In recognition of the important contributions you have made, and we expect you will continue to make to the success of Charlotte Russe Holding, Inc. and its subsidiaries (the “Company”), I am pleased to formalize in writing our commitment to you concerning the terms of your employment as the Company’s Chief Operating Officer. When signed by you, this agreement (together with the Company’s Executive Officer Compensation Program) shall supersede and be in place of any prior agreements or understandings between us and shall be the sole and exclusive agreement between us pertaining to your employment with the Company, with the exception of any stock option agreements or restricted stock award agreements previously entered into between you and the Company.”
2. The second paragraph of the Offer Letter entitled “Duties” is hereby restated in its entirety as follows :
“ Duties . You will perform and discharge your duties and responsibilities faithfully, diligently and to the best of your ability. You will devote substantially all of your working time and efforts to the business and affairs of the Company. You shall have such duties and responsibilities as are consistent with the position of Chief Operating Officer and as required by the Company’s Chief Executive Officer or the Board of Directors of the Company (the “Board”).”
3. The third paragraph of the Offer Letter entitled “Base Salary” is hereby restated in its entirety and new fourth, fifth and sixth paragraphs are added to the Offer Letter immediately thereafter as follows:
“ Base Salary . Effective August 1, 2008, your base salary will be paid at the rate of $500,000.00 gross per year; paid on a bi-weekly basis. Annually throughout your employment, your performance and salary will be reviewed. All payments under this paragraph or any other paragraph of this agreement will be made in accordance with the regular payroll practices of the Company, reduced by applicable federal and state withholdings.
Promotion Bonus . You will receive a cash bonus of $40,000 as soon as practicable after August 1, 2008.
Retention Bonus . You will receive a cash bonus equal to $75,000 on each of November 30, 2008 and July 31, 2009, subject to you being employed by the Company on such dates (each, a “Retention Bonus”). Each Retention Bonus is in addition to any other form or amount of compensation that you are eligible to receive pursuant to this or any other arrangement between you and the Company.
Payment of Legal Fees . Your reasonable legal fees associated with the negotiation of this Amendment, in an amount not to exceed $5,000 in the aggregate, shall be paid by the Company upon receipt of an invoice therefor.”
4. The first paragraph of the section of the Offer Letter entitled “Termination of Employment and Severance” is hereby restated in its entirety as follows :
“ Termination of Employment and Severance . You understand and agree that this agreement is not meant to constitute a contract of employment for a specific term, and consequently your employment will be “at-will”. What this means is that either you or the Company may terminate your employment at any time, without notice and with or without “Cause” (as defined herein). If the Company terminates your employment for Cause, or you terminate your employment, the Company’s only obligation to you under this Agreement will be to continue to pay your base salary through the date of termination and pay to you any unused earned vacation as of the last date of your employment. If, however, the Company terminates your employment for any reason other than for Cause, including your death, disability, or “Change of Control”, the Company will continue to pay your base salary for a period of 12 months following such termination (and will make these payments to your beneficiary in the event of death); provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A at the time your employment terminates, any payment that is not exempt from Code Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. There are certain conditions that must be met in order for you to receive any severance payment under this agreement. First, you must sign a general release agreement in favor of the Company, in a form reasonably acceptable to the Company, no later than 21 days following the delivery of such release to you, such release having become effective in accordance with its terms. Second, you must abide by all terms of this agreement. The Company shall have the right to cease making any severance payment under this agreement in the event you breach any provision of it. Third, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by you following your termination and will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of your employment with the Company.”
The third paragraph of such “Termination of Employment and Severance” section is hereby restated in its entirety as follows:
“For purposes of this agreement, “Cause” means (i) willful breach of duty, gross neglect of duty, gross carelessness or gross misconduct in the performance of your duties; (ii) commission of a felony or other crime involving moral turpitude; (iii) commission of any act of dishonesty involving the Company; (iv) the unauthorized disclosure of material privileged or confidential information related to the Company or its employees, except as may be compelled by legal process or court order; (v) the commission of a willful act or omission which violates material Company policy, procedures, or otherwise constitutes unethical or detrimental business conduct; or (vi) alcohol or controlled substance abuse that materially impacts the performance of your duties; provided, however, that with respect to the first occurrence of any of the acts specified in clauses (i), (v) or (vi) above, you will have an opportunity to cure such act, violation or condition after receiving written notice from the Company within such time as is reasonably agreed upon by you and the Company (which in no event shall exceed 30 days).”
The remainder of such “Termination of Employment and Severance” section shall remain unchanged.
5. The remaining paragraphs of the Offer Letter entitled “Performance Bonus,” “Benefits,” “Restricted Activities,” “Miscellaneous,” “Disputes,” “Partial Invalidity,” and “Acceptance” shall remain unchanged by this Amendment. This Amendment shall be and is hereby incorporated in and forms a part of the Offer Letter.
6. Except as amended as set forth herein, the Offer Letter shall continue in full force and effect. For the avoidance of confusion, this Amendment does not alter the “at-will” nature of your employment with the Company.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first set forth above.
| EDWARD WONG | CHARLOTTE RUSSE HOLDING, INC. | |||||
| /s/ Edward Wong | By: | /s/ Leonard H. Mogil | ||||
|
Leonard H. Mogil Chief Executive Officer |
||||||
Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm AMENDMENT TO OFFER LETTER, Viewed March 6, 2023, View Source on SEC.
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Mark D.
Partnering with business clients to keep their greatest asset - their employees - from becoming their biggest liability. Mark accomplishes this by working with in-house counsel and human resource professionals of several Fortune 50 companies, as well as many smaller public and privately held profit and not for profit organizations, to provide advice and counsel on the day to day employment and workforce practice issues encountered by those organizations. For over fifteen years Mark has been Board Certified in Labor and Employment Law by the Texas Board of Legal Specialization. He is licensed and practices in both Texas and Colorado and has focused his practice for the last 20 plus years on defending companies in employment and labor related matters. During this time Mark has had extensive experience in handling and responding to a wide range of local, state and federal employment issues that impact the management and operations of businesses in a wide range of industries. Mark's experience includes appearances before state and federal agencies and regulatory boards, litigation in both state and federal courts, defense of class actions and appearances before courts of appeal. While Mark regularly handles matters in litigation, he has a high regard for handling every issue with the best interest of the client’s business. Mark is a published author and regular speaks on labor, employment and workplace practice topics. Whether it be an investigation by the Occupational Safety and Health Administration (OSHA), the Wage & Hour division of the U.S. Department of Labor, or other state agency; an Equal Employment Opportunity Commission (EEOC) or state agency charge claiming a violation of local, state or federal employment or labor laws; or the need for direction on a hiring, termination or business operational issue involving employees, Mark has extensive experience in handling these and many other employment and labor issues.
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Elizabeth J.
Libby Jamison founded E. Grace Law Firm after nearly two decades practicing law across federal agencies, private firms, and nonprofit organizations. She has advised at the highest levels of government and built a career defined by tackling complex, high-stakes legal and policy challenges. Her practice focuses on business, employment, veteran, and family law matters, drawing on her wide scope of experience including nearly seven years as counsel at the Department of Veterans Affairs. Her legal experience spans federal agency counsel, firm ownership, and nonprofit work. She is licensed to practice in California and Washington and was admitted to the U.S. Supreme Court. Beyond legal practice, she has led as a nonprofit president, chaired a U.S. Chamber of Commerce economic empowerment zone, and served on an American Bar Association Standing Committee on Legal Assistance for Military Personnel. Her work has been recognized by: Mighty 25 Awardee (2023) Changemaker of the Year, Military.com (2019) Bush Institute Stand-To Veteran Leadership Scholar (2019)
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Professional Experience Neil Belloff is an accomplished business lawyer with over 35 years of business and legal experience, including as Board Member, General Counsel, Chief Compliance Officer, Chief Operating Officer and Corporate Secretary. After law school, Neil joined a boutique law firm in New York City and practiced as a litigator and corporate securities lawyer. Soon thereafter, Neil became a Senior Attorney-Advisor in the Division of Corporation Finance at the U.S. Securities and Exchange Commission in Washington, D.C. responsible for reviewing 1933 Act and 1934 Act documents, coordinating projects with the EPA and DOL, overseeing bankruptcy, reorganization and work-outs, responding to Congressional inquiries, and providing assistance to other SEC divisions and the Department of Justice. Following his tenure with the government, Neil practiced with several NY-based law firms providing legal and business services to public and private enterprises focusing on securities, corporate, employment, IP, licensing, M&A, finance, governance, litigation, compliance and privacy matters. Neil became an in-house attorney in 2003 joining Deutsche Telekom, one of the largest telecommunications companies in the world, as Executive Vice President and US Securities and Corporate Counsel. He joined Celgene Corporation, a publicly listed global biopharmaceutical company, in 2010 and became General Counsel, Chief Compliance Officer and Corporate Secretary of Eloxx Pharmaceuticals, Inc. in 2018 (and Chief Operating Officer in 2020) and General Counsel, Chief Compliance Officer and Corporate Secretary of Acorda Therapeutics, Inc. in 2021. Neil went back to private practice in 2024. Neil has been lead counsel on dozens of IPOs (representing both issuers and underwriters) and multi-billion dollar M&A transactions. His practice includes licensing, structured finance, venture capital, risk assessment, corporate governance, legal and regulatory compliance, pharmaceutical development, and all aspects of corporate, securities, intellectual property, privacy and employment law. Education • J.D. - Quinnipiac University School of Law • LL.M. - Program in Securities Regulation at Georgetown University Law Center • M.A. - New York University • B.A. - Queens College of the City University of New York Admissions • New York, New Jersey, Connecticut • Southern District of New York • Eastern District of New York • District of Connecticut Publications • Frequent conference speaker (FEI, NACD, NIRI, ACC, PLI, MarcusEvans) • Co-authored chapter of NACD report on the Role of Directors in Strategic Planning, member of Blue Ribbon Commission of NACD • Authored various articles on securities, litigation and governance topics • Featured in Vanguard Law Magazine - https://www.vanguardlawmag.com/case-studies/neil-belloff-acorda-therapeutics/ Board Memberships • Former Board Member | Private computer network and software development company sold to NASDAQ listed company • Former Board Member | NASDAQ listed location-based entertainment company
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Alton H.
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