AGREEMENT
THIS AGREEMENT is made as of the 26th day of April, 1996, by and between
Michaels Stores, Inc., a Delaware corporation (the "Company"), and Xxxx X. Xxxx
("Xxxx").
RECITALS
X. Xxxx and the Company previously entered into an Agreement dated as of
January 30, 1996 (the "Prior Agreement"), which, among other things, provided
for certain payments to Xxxx.
X. Xxxx and the Company wish to amend the Prior Agreement as set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. Paragraph 2(c) of the Prior Agreement is amended in its entirety to
read as follows:
(c) SUPPLEMENTAL RETIREMENT BENEFIT. The Company will pay to Xxxx as
a supplemental retirement benefit the sum of $661,350 on the earlier of (i)
February 1, 1999, or (ii) ten days after the occurrence of a Change in
Control as defined in paragraph 2(b) above. Notwithstanding the foregoing,
prior to February 1, 1999, and prior to a Change in Control, Xxxx may, upon
ten days prior written notice to the Company, withdraw all or any portion
of such supplemental retirement benefit at any time, and the Company will
deduct from the supplemental retirement benefit an amount for such early
withdrawal. The amount of the deduction will be a percentage of the amount
withdrawn, which will be the same percentage, and will be determined in the
same manner, as the percentage deduction described in paragraph 2(b) above
for early withdrawals from Xxxx'x deferred compensation account. Xxxx
acknowledges and agrees that the Company's agreement to pay Xxxx the
foregoing supplemental retirement benefit is in full satisfaction and
release of the Company's obligation to provide Xxxx with an annuity, as set
forth in the letter dated June 25, 1991, from the Chairman of the Company
to Xxxx.
2. In all other respects, the terms and conditions of the Prior Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
MICHAELS STORES, INC.
By: /s/ R. Xxx Xxxxxx
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Title: Executive Vice-President and
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Chief Financial Officer
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
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