Ladd Furniture Inc – ‘10-K’ for 1/2/99 – EX-10.3

As of:  Friday, 3/26/99   ·   For:  1/2/99   ·   Accession #:  950144-99-3211   ·   File #:  0-11577

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Ladd Furniture Inc Form 10-K                          17    107K 
 2: EX-10.1     1st Amendment/Executive Employment/Schuermann          2     11K 
 3: EX-10.2     1st Amendment/Executive Employment/Creekmuir           2     11K 
 4: EX-10.3     1st Amendment/Executive Employment/Church              2     11K 
 5: EX-10.4     1st Amendment/Executive Employment/Mitchell            2     11K 
 6: EX-10.5     1st Amendment/Executive Employment/Haley               2     11K 
 7: EX-10.6     Long-Term Incentive Plan                               3     11K 
 8: EX-10.7     Master Lease Agreement Dated 12-2-97                  18     78K 
 9: EX-10.8     1999 Management Incentive Plan                         2±     9K 
10: EX-13.1     1998 Annual Report                                    40    217K 
11: EX-24.1     Consent of Kpmg                                        1      8K 
12: EX-27.1     Financial Data Schedule                                1      7K 

EX-10.3   —   1st Amendment/Executive Employment/Church

EX-10.3
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                                                                    EXHIBIT 10.3

 FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT, made and entered into the 10th day of
March, 1999, by and between LADD Furniture, Inc., a North Carolina corporation  
(the "Company"), and Kenneth E. Church, an individual resident of North Carolina
("Executive");                                                                  

 WITNESSETH:

              WHEREAS, the Company and the Executive entered into an Executive
Employment Agreement dated May 22, 1995 and effective May 1, 1995 (the          
"Employment Agreement"); and                                                    

               WHEREAS, the Company desires to amend the Employment Agreement to
conform the definition of "Change in Control" to that definition used in other  
benefit plans provided by the Company; and                                      

       WHEREAS, the Company also desires to amend the Employment
Agreement to delete all references to the Supplemental Retirement Plan for      
Salaried Employees of LADD Furniture, Inc. or "SERP" with such references to be 
replaced with references to the LADD Furniture, Inc. Executive Retirement Plan  
or "ERP."                                                                       

               NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:                                           

        1. That the last paragraph of Section 12 of the Employment
Agreement is deleted in its entirety and replaced with the following:           

             For purposes of this Agreement, a "change in control" means the
date on which the earlier of the following events occur:                        

              (a) the acquisition by any entity, person or group of beneficial
ownership, as that term is defined in Rule 13d-3 under the Securities Exchange  
Act of 1934, of more than 30% of the outstanding capital stock of the Company   
entitled to vote for the election of directors ("Voting Stock");                

             (b) the merger or consolidation of the Company with one or more
corporations as a result of which the holders of outstanding Voting Stock of the
Company immediately prior to such a merger or consolidation hold less than 60%  
of the Voting Stock of the surviving or resulting corporation;                  

EX-10.3
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          (c) the transfer of substantially all of the property of the
Company other than to an entity of which the Company owns at least 80% of the   
Voting Stock; or                                                                

          (d) the election to the Board of Directors of the Company of
three directors without the recommendation or approval of the incumbent Board of
Directors of the Company.                                                       

              2. That all references in Sections 11 and 12 to the Supplemental
Retirement Income Plan for Salaried Employees of LADD Furniture, Inc. or "SERP" 
shall be deleted and replaced with references to the LADD Furniture, Inc.       
Executive Retirement Plan or "ERP."                                             

             3. Except as expressly amended hereby, the Employment Agreement
and all terms, conditions and provisions thereof remain in full force and effect
and are hereby ratified and confirmed.                                          

     4. This Amendment shall be governed by and construed in
accordance with the laws of the State of North Carolina.                        

            IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals as of the day and year first above written, the corporate party 
acting through duly authorized officers.                                        

                                LADD FURNITURE, INC.
Attest:                                                                         

__________________________                    By:_____________________________  
Secretary                                        Chairman of the Board and Chief
                                   Executive Officer

[CORPORATE SEAL]                                                                

__________________________                    ____________________________(SEAL)
Witness                                       Kenneth E. Church                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/26/99							DEF 14A
For Period End:		1/2/99
		5/22/95		1
		5/1/95		1
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