Seventh Amendment to Deferred Compensation Agreement

Exhibit 10.36








THIS AGREEMENT, made and entered into this 6th day of December, 1996, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the “Company’’), and BARRY A. BIRNBACH(hereinafter referred to as the “Employee”).




WHEREAS, the Company and theEmployee did enter into a Deferred Compensation Agreement on the 31st day of August, 1978, which was subsequently amended on the 13th day of March, 1980, the 4th day of December, 1986, the 13th day of June, 1989, the 9th day of December, 1991, the3rd day of December, 1993 and the 5th day of December, 1995; and


WHEREAS, both parties desire to amend such Deferred Compensation Agreement in order to increase the deferred compensation benefit under Section 5, and in Section 7;


NOW THEREFORE, in consideration of the foregoing and the mutual promises of the parties thereto, it is agreed that Section 5and 7 of the above mentioned Deferred Compensation Agreement shall be amended to read as follows:

  5. Deferred Compensation Benefit and Payments


The Employee’s deferred compensation benefit shall be the aggregate sum of Five Hundred and Fifty Thousand Dollars ($550,000.00) and shall be paid inaccordance with the following provisions:


(a) Upon theEmployee actually retiring on or after the Normal Retirement Date, he shall receive his deferred compensation benefit in on hundred twenty (120) equal monthly installments of Four Thousand Five Hundred Eighty Three Dollars and Thirty Three Cents($4,583.33), commencing on the first day of the month next following his retirement.


(b) If the Employee elects to voluntarily retire on or after the Accelerated Retirement Date, but prior to Normal Retirement Date, then in that event, he shall receive his deferred compensation benefit in equalmonthly installments, commencing on the first day of the month next following his voluntary retirement and continuing until the month including the Employee’s seventy-fifth (75th) birthday.


(c) In the event of the Employee’s death at a time when less than allsuch monthly payments have been made, the Company shall continue to make identical monthly payments to such persons as he may have designated, pursuant to the provisions of Paragraph 6, until such time as all payments provided for in

Subparagraph (a) or (b) , as the case may be, have been made.


  7. Death of Employee Prior to Retirement


In the event that Employee should die while in the active employ of the Company, the Company agrees to pay to such persons as he may have designated (inaccordance with the provisions of Paragraph 6) a sum equal to Five Hundred Fifty Thousand Dollars ($550,00.00), which sum shall be paid in one hundred twenty (120) monthly installments at the rate of Four Thousand Five Hundred Eight Three Dollarsand Thirty Three Cents ($4,583.33) per month, commencing on the first day of the month following Employee’s death.


All other terms and provisions of the above referred to Deferred Compensation Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the Company and the Employee have executed this SeventhAmendment to Deferred Compensation Agreement under seal, each intending to be legally bound hereby.



A Nevada Corporation


BY: /s/ Gerald M. Birnbach                    

        Gerald M. Birnbach







/s/ Barry A. Birnbach


Barry A. Birnbach