| | A base annual salary of $440,000, paid biweekly. | ||
| | Annual incentive compensation which equates to: 25% of annual base salary paid assuming threshold income is achieved, 50% of annual base salary paid assuming target income is achieved, and 100% of annual base salary paid if stretch income in achieved. Incentive compensation would be paid at the full year for 2007 based on these opportunities for an executive officer grade 7, contingent on meeting the minimum threshold requirements for EBIT and sales, and as approved by the Compensation Committee. | ||
| | A deferred cash compensation award in the amount of $400,000, of which (i) $100,000, (the First Award) shall be payable on July 21, 2008 (the First Deferred Date) (ii) the remaining $300,000 (the Second Award) shall be payable on January 21, 2010, (the Second Deferred Date). If you should voluntarily resign or you are terminated without material cause, the award is forfeited. Material cause is herein defined as insubordination, financial dishonesty against BLAIR, continued failure or refusal to perform the duties assigned to you after notice and reasonable opportunity to correct the performance, willful neglect of duties assigned to you, or commission of an act of moral turpitude. In the event that you become disabled or die on or before the First Deferred Date, you (or your heirs and/or beneficiaries) will receive the First Award. In the event that you become disabled or die on or before the Second Deferred Date, you (or your heirs and/or beneficiaries) will receive the Second Award. | ||
| | Participation in the 2007 Long Term Incentive Program as approved by the Compensation Committee, which includes an equity grant of 9,600, shares of restricted stock, which vests in equal increments over five years. | ||
| | As a matter of course, you agree not to disclose or use BLAIR confidential information for any purpose other than performing your duties for BLAIR and will comply with Blairs policies regarding confidential information. This obligation extends during your employment with BLAIR and after the date of termination of that employment. Also, for a period of one year following the termination of your employment for any reason, voluntary or involuntary, you will not work for any person or entity that directly competes with BLAIR or solicit any BLAIR executive officer or director for employment with another entity. |
| | Unless otherwise expressly provided for or modified herein, you will continue to receive the benefits, entitlements and be subject to the commitments under your August 15, 2006 letter, a copy of which is attached hereto. |
/s/ ADELMO S. LOPEZ
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January 21, 2007 | |
Signature
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Date | |