Employment Agreement - HAL J. UPBIN

Amendment to Employment Agreement



     AGREEMENT dated as of the 1st day of December, 1999, between KELLWOOD
COMPANY, a Delaware corporation, hereinafter called (the "Corporation"),
and HAL J. UPBIN residing at 625 South Skinker Boulevard, Clayton,
Missouri 63105-2301, hereinafter called (the "Executive").
     1. Employment.  (a) The Corporation hereby employs Executive in an
executive capacity as President and Chief Executive Officer, for the
period (the "Employment Period") commencing as of December 1, 1999, and
ending on January 31, 2004.  Executive hereby accepts such employment in
St. Louis, Missouri, and agrees to devote his full time and effort to
the services of the Corporation in such executive capacity, and as a
Director, if elected, with such other duties as may be reasonably
assigned to him by the Board of Directors of the Corporation, and to act
in an executive capacity and/or as a Director without additional
compensation for any of its subsidiaries, affiliated companies or others
as the Board of Directors shall require.  Any outside directorships
shall be agreed upon and approved in advance by the Board of Directors.
     (b)  In the event Executive shall become disabled during the Employment
period, the Corporation shall continue to pay his salary at the same
rate and times as in effect on the date of disability.  The Corporation
shall also continue to provide Executive with all benefits to which he
is entitled hereunder.  If such disability continues for a continuous
period of one year, the Board of Directors of the Corporation, at its
option, may thereafter terminate the employment of Executive.  For
purposes of this Employment Agreement, disability shall mean a mental or
physical illness or condition which in the reasonable judgment of the
Board of Directors renders Executive incapable of performing his duties
as required hereunder.
     (c)  If Executive dies during the Employment Period, the Corporation
shall continue to pay his salary, at the same rate and times as in
effect on the date of his death, to the representative of Executive's
estate, or otherwise as Executive may by will direct, for a period of
one year after his death.
     2. Base Salary.  During the Employment Period, the Corporation
shall pay to Executive for all services rendered by him to the
Corporation in any capacity a minimum annual salary at the rate of One
Million Dollars ($1,000,000.00) to be paid in twelve equal monthly
payments.  Executive's salary shall be reviewed yearly,
contemporaneously with the January 31 year end.  The first such review
will be as of January 31, 2001.
     3. Other Compensation.  During the Employment Period, the Executive
shall be entitled to participate in all compensation and benefit
programs (including but not limited to life, medical and disability
insurance, retirement, vacation, automobile, St. Louis Club membership,
cash and stock bonus, and stock options) as the Corporation may from
time to time offer or make available to other officers employed by the
Corporation and its subsidiaries.  The Corporation also shall provide
Executive and his family medical and major medical insurance coverage on
the same basis as provided to other officers of the Corporation.  The
Corporation shall also provide Executive the special Retirement and
Death Benefit he is now entitled to under that certain "Death Benefit
Agreement" dated June 2, 1994; as well as coverage under the
Corporation's Directors and Officers Liability Policy.
     4. Expenses.  The Corporation agrees to reimburse Executive for all
travel, entertainment and other expenses reasonably incurred by
Executive in rendering the services called for by this Agreement,
provided that Executive shall submit vouchered expenditures in
reasonable detail to the Corporation.  Corporation shall issue credit
cards to Executive on the same basis as other officers of the Company
for this purpose.
     5. Vacation.  Executive shall be entitled each year to a vacation
of four weeks, during which time his salary shall be paid in full, to be
taken at such time or times that Executive may reasonably select.
     6. Confidential Information.  Executive agrees not to disclose or
use at any time except in pursuit of the business of the Corporation,
any confidential information of the Corporation, whether Executive has
such information in his memory or embodied in writing or other physical
form.  For purposes of this Agreement the phrase "confidential
information" means all information relating to the Corporation which (a)
is known only to the Corporation's employees including former employees
of the Corporation or employees of affiliated companies, or others in a
confidential relationship with the Corporation, and (b) relates to
specific business matters, such as operational procedures of the
Corporation or customers or accounting procedures of the Corporation.
     7. NonCompete.  Executive agrees that, while payments are being
made to him hereunder, he will not, directly or indirectly, engage in or
have a substantial interest in any business (except for ownership of
less than 5% of the outstanding publicly traded stock of any class of
any corporation) which at the time shall be in whole or substantial part
competitive with any part of the business carried on by the Corporation
or its subsidiaries now or at any time until the end of the Employment
Period, either for his own or family's benefit or with any person, firm
or corporation whatsoever other than the Corporation and its
subsidiaries.  Executive further agrees that he will report to the Board
of Directors of the Corporation any substantial business dealings
between himself or his family and
Corporation or any of its subsidiaries including dealings between the
Corporation and a company in which he or any of his family has a
substantial financial interest.  Executive agrees to immediately
terminate the business dealing if the Board of Directors of the
Corporation determines in good faith that a conflict exists.
     8.  Corporation's Successor.  In the event that the Corporation
shall at any time be liquidated or dissolved (either in whole or in
substantial part), be merged with or consolidated into any other
corporation or corporations, or in the event that all or substantially
all of the assets of the Corporation shall be sold or otherwise
transferred to another corporation, the provisions of this Agreement
shall be binding upon and inure to the benefit of the successor of the
Corporation to which such assets shall be sold or transferred (the
"Corporation's Successor").  The term "Corporation" wherever used in
this Agreement shall include the Corporation's Successor.
     9.  Severance. If at any time during the Employment Period the
Corporation terminates the Executive's employment without Cause, then
Executive shall, (a) be entitled to receive monthly base salary at the
annual rate then in effect for the balance of the Employment Period, and
(b) provided that Executive has been employed for at least the first
three months of the fiscal year, be entitled to receive a prorated
portion of the year end cash bonus Executive would have earned based on
full fiscal year results with said bonus payable at the normal time.
Proration examples would be: two months = 0%; six months = 50%; nine
months = 75%; etc.  If at any time during the employment period, (a)
this Agreement terminates as a result of the death of the Executive, (b)
this Agreement terminates as a result of the Executive voluntarily
quitting, (c) the Corporation terminates the Executive for disability in
accordance with paragraph 1(b), or (d) the Corporation terminates the
Executive for Cause in accordance with this paragraph, then all of the
Executive's rights under this Agreement which would accrue following the
date of that termination shall cease.  For these purposes "Cause" shall
mean (i) the continued failure by the Executive to substantially perform
his duties with the Corporation (other than any such failure resulting
from his incapacity due to physical or mental illness - which is
addressed in paragraph 1(b)) after a written demand for substantial
performance is delivered to him by the Board of Directors of the
Corporation, which demand specifically identifies the manner in which
the Board believes that the Executive has not substantially performed
his duties or (ii) the engaging by the Executive in misconduct which is
demonstrably and materially injurious to the Corporation monetarily or
otherwise and the existence of Cause is determined in good faith by the
Corporation's Board of Directors.
     10.  Mitigation.  Executive shall not be obligated to seek other
employment in mitigation of the amounts payable under any provision of
this Agreement.  However, should he commence other employment, any
compensation received from such employment and related to services he
performs prior to January 31, 2004, shall offset and reduce the
Corporation's obligations to make the payments under this Agreement.
     11.  Waiver.  No waiver of any breach or failure to perform the
terms, covenants and conditions of this Agreement shall be binding upon
the parties hereto unless the same shall be in writing.  Any such waiver
shall be for one time only and shall not be for any future breach of
failure to perform under the terms of this Agreement.
     12.  Inventions.  Any and all inventions, designs and the like
created by Executive during the term of this Agreement, which relate to
or are connected with the business then being conducted by the
Corporation, shall be the sole and exclusive property of the
Corporation.  The Corporation shall have the right, at its sole cost and
expense, to take out copyrights or obtain letters patent on any such
inventions, designs and the like, and such copyrights and renewals
thereof shall likewise be the sole and exclusive property of the
Corporation.  Executive shall, at no cost or expense to him, cooperate
in effectuating the registration of any claim to copyright or patent or
any other proceedings to afford protection thereunder.
     13.  Notices.  All notices, requests, offers, demands and other
communications hereunder shall be in writing and shall be effectively
given or made when mailed by registered or certified mail, return
receipt requested, and when directed to the party at the address given
herein, or to such other address as either party may hereafter designate
in writing.
     If to Executive:
     To Executive's current address as shown
     on the Company's records
     If to the Corporation:
     Kellwood Company
     600 Kellwood Parkway
     P.O. Box 14374
     St. Louis, MO 63178
     Attention: Secretary
     14.  Choice of Law.  The Agreement shall be construed in accordance
with and governed under the laws of the State of Missouri.
     15.  Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto, their heirs, executors,
successors and assigns.
     16.  Entire Agreement.  This Agreement constitutes the entire
understanding between the parties hereto and may not be modified,
amended, altered or changed except in writing signed by the parties.
     17.  Partial Invalidity.  If any provision or portion of this
Agreement shall, to the extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such portion or
provision in circumstances other than those to which it is held invalid
or unenforceable shall not be effected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
     IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
                                 KELLWOOD COMPANY
- -------------------------        ----------------------------------------
 SECRETARY                       James S. Marcus
                                 Chairman of the Compensation and Stock
                                 Option Committee
- -------------------------        ----------------------------------------
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                            EMPLOYMENT AGREEMENT
This Amendment Agreement made this 29th day of May 2003, between Kellwood
Company (the "Company") and Hal J. Upbin (the "Executive");
WHEREAS, the Company and Executive entered into an Employment Agreement
dated December 1, 1999 (the "Agreement"); and
WHEREAS, the Compensation Committee of this company agreed to amend the
Agreement to extend its term for two more years until January 31, 2006; and
WHEREAS, it is the intent of the company to hire or promote an individual to
serve as a successor Chief Executive Officer of the Company, with the
objective that the candidate formally assume the Chief Executive Officer
position sometime around January 31, 2004; and
WHEREAS, the Executive will assist the Company's Board of Directors in the
recruitment, training and development of the successor candidate in order to
fulfill the Company's aforementioned objective; and
WHEREAS, should the Company fail to identify a successor candidate for the
Executive position or should the Company decide to delay the successor
candidate's appointment to the Executive position, the Company and the
Executive agree that the Executive's current status will continue to a
mutually agreed date later than January 31, 2004; and
WHEREAS, following the appointment of a successor Executive sometime on or
after January 31, 2004, the Executive will continue to serve, as Chairman
with the duties of chairing the Board of Directors' meetings, planning the
meeting agenda with the successor Executive and chairperson of the Corporate
Governance Committee, advising the successor Executive and Board of
Directors concerning companies which may be considered as possible
candidates for acquisition, providing guidance and advice to the successor
Executive in a mutually satisfactory manner, providing guidance and advice
to the Board of Directors on Company and industry matters, and such other
duties and responsibilities as mutually agreed to by the Chairman of the
Board and the Company; and
WHEREAS, at such time that the Executive assumes the sole title of Chairman
of the Board, the Executive will continue to be reimbursed for all necessary
business and travel expenses in accordance with this Agreement and Company
policy. However, the Executive, in his sole capacity as Chairman of the
Board, will not be entitled to director fees and agree that he will move
from his current offices at the
Company's St. Louis headquarters and the Company's New York Executive office
to the office which he previously occupied in St. Louis during his tenure as
President and Chief Operating Officer and to appropriate office space in the
New York executive office which will be mutually agreed to by the Board of
Directors and the Executive. The Company and the Executive further agree
that the Company will provide the Executive, in his sole capacity as
Chairman of the Board, appropriate secretarial assistance; and
WHEREAS, the Company and Executive agree that the Executive, in his capacity
as Chairman of the Board of Directors, will resign from the Board of
Directors on January 31, 2006; and
WHEREAS, in consideration of the foregoing, the Executive will continue to
be an employee of the Company with all the benefits and perquisites as
provided for by the current Agreement, including compensation in the amount
of $1,000,000.00 per year and the right to participate in all other
compensation programs as provided for by the Agreement; and
WHEREAS, the Company and Executive desire to amend the Agreement accordingly
to include the provisions set forth above;
NOW THEREFORE, in consideration of their mutual promises and undertakings,
the parties hereby amend the Agreement as follows:
By deleting from paragraph 1 the words "January 31, 2004" and inserting in
their place "January 31, 2006."
By deleting from paragraph 10 the words "January 31, 2004" and inserting in
their place "January 31, 2006."
IN WITNESS WHEREOF, the parties have executed this Amendment of Employment
Agreement the day and year first above written.
                                    KELLWOOD COMPANY
/s/ Thomas H. Pollihan              By: /s/ Leonard A. Genovese
----------------------                  -----------------------
                                        Leonard A. Genovese, Chairman,
                                        Compensation Committee
/s/ Kitty G. Dickerson              /s/ Hal J. Upbin
----------------------              ----------------
Witness                             Hal J. Upbin
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