Jewelcor Management Inc, et al. – ‘SC 13D/A’ on 5/7/03 re: Destination XL Group, Inc. – EX-3

On:  Wednesday, 5/7/03, at 5:22pm ET   ·   Accession #:  1056590-3-17   ·   File #:  5-38923

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9±    32K 
                          Ownership                                              
 2: EX-3        Articles of Incorporation/Organization or By-Laws      2±    11K 

EX-3   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

Exhibit 3                                                                       

AMENDMENT TO                                                                    
CONSULTING AGREEMENT                                                            

APRIL 29, 2003                                                                  

WHEREAS, Casual Male Retail Group, Inc., (formerly Designs, Inc.,               
the "Corporation") and Jewelcor Management, Inc. (the "Independent              
Contractor") entered into a certain Consulting Agreement dated as               
of April 29, 2000, as amended by Letter Agreement dated April 28,               
2001 and by Letter Agreement dated as of April 28, 2002 (hereinafter            
referred to as the "Agreement"); and                                            

WHEREAS, Corporation and Independent Contractor wish to amend,                  
modify and/or restate certain terms, provisions, conditions and                 
covenants of the Agreement.                                                     

NOW THEREFORE, in consideration of the foregoing, and for and in                
consideration of the mutual promises and covenants set forth in this            
Agreement, and for other good and valuable consideration, the receipt           
and sufficiency of which are hereby expressly acknowledged, the                 
Corporation and the Independent Contractor hereby agree to amend the            
Agreement as follows:                                                           

1.      The term of the Agreement shall be extended for an additional           
period of three (3) years commencing on April 29, 2003 (the                     
"Commencement Date") and ending on April 28, 2006 (the "Expiration Date").      
This Agreement shall automatically be extended for an additional one (1)        
year term on each anniversary date of the Agreement unless either party         
shall give the other at least ninety (90) days written notice prior to          
such anniversary date of their intention to terminate this Agreement.           

2.      Subject to the provisions of Section 4 of the Agreement, the            
consideration to be furnished to the Independent Contractor by the              
Corporation for the Services rendered by the Independent Contractor             
under the Agreement shall consist of (a) annual compensation of $276,000,       
payable in non-forfeitable, fully paid and non-assessable shares of             
Common Stock of the Corporation, the number of which shares of Common           
Stock shall be valued as of, and determined by, the last closing price          
immediately preceding the Commencement Date, and on each anniversary date       
thereafter, during the term of the Agreement. (The number of shares of          
Common Stock of the Corporation equal to $276,000 on April 28, 2003,            
the date immediately preceding the Commencement Date, is 70,769 at              
$3.90 per share), and (b) the reimbursement of actual and direct out-of-        
pocket expenses incurred by the Independent Contractor in the rendering         
of Services under the Agreement.                                                

The remaining terms of the Agreement shall remain in full force and effect      
without change. For the avoidance of doubt, the parties hereby agree and        
acknowledge that the foregoing extension does not change the                    
compensation or other rights or obligations of the parties originally           
provided in the Agreement with respect to any prior period.                     

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]                           

IN WITNESS WHEREOF, the parties hereto have executed this                       
Amendment to Consulting Agreement as a sealed instrument, in any                
number of counterpart copies, each of which shall be deemed an original         
for all purposes, as of the day and year first written above.                   

THE CORPORATION:                                                                
CASUAL MALE RETAIL GROUP, INC.                                                  

By: /s/                                                                         
Name: Dennis R. Herenreich                                                      
Title:   Executive Vice President, Chief                                        
Operating Officer, Chief Financial                      
Officer, Treasurer and Secretary                        

By: /S/                                                                         
Name: Arlene C. Feldman                                                         
Title:   Assistant Secretary                                                    

INDEPENDENT CONTRACTOR:                                                         
JEWELCOR MANAGEMENT, INC.                                                       

By:/S/                                                                          
Seymour Holtzman                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		4/28/06
Filed on:		5/7/03
		4/29/03
		4/28/03
		4/28/02
		4/28/01
		4/29/00		10-Q
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