AMENDMENT NO. 1
DATED AS OF DECEMBER 12, 1997
TO THE
EMPLOYMENT AGREEMENT
DATED JUNE 1, 1997
This Amendment No. 1 (this "Amendment"), dated as of December 12, 1997, is
by and between Platinum Entertainment, Inc., a Delaware corporation (the
"Company"), and Xxxxxx Xxxxxx ("Executive").
RECITALS
A. The Company and Executive are parties to that certain Employment
Agreement, dated as of June 1, 1997 (the "Employment Agreement"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Employment Agreement.
B. Pursuant to Section 11(e) of the Employment Agreement, the Employment
Agreement may be amended by written agreement of the Company and Executive.
C. The Company and Executive desire to amend the Employment Agreement as
set forth below.
AGREEMENTS
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. AMENDMENT TO EMPLOYMENT AGREEMENT. Section 7 of the
Employment Agreement is hereby amended to add a new subparagraph 5 at the end
thereof, such subparagraph to read in its entirety as follows:
"(5) Notwithstanding the foregoing, no Change of Control shall be
deemed to have occurred upon or as a result of (i) the issuance of
Series B Convertible Preferred Stock of the Company or warrants to
purchase shares of Common Stock of the Company in connection with that
certain Investment Agreement, dated October 12, 1997, as amended by
letters dated October 28, 1997, October 30, 1997 and November 26, 1997
(the "Investment Agreement"), between the Company and the purchasers
named therein (the "Purchasers"), (ii) upon the acquisition of any
shares of Common Stock of the Company pursuant to the exercise of any
warrants issued pursuant to the Investment Agreement, (iii) upon the
exercise of any of the rights and privileges granted to each of the
Purchasers pursuant to Section 6.2.5 of the Investment Agreement, (iv)
upon the exercise of any rights and privileges granted to the holders of
the Company's Series B Preferred Stock pursuant to Section 5.1 of the
Certificate of Designations creating the terms of the Series B Preferred
Stock, or (v) otherwise as a result of the equity ownership or
designation of directors by the Purchasers or their Affiliates (as defined
in the Investment Agreement), employees, partners or members."
SECTION 2. REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT.
2.01. Each reference in the Employment Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Employment Agreement as amended hereby, and each reference
to the Employment Agreement in any other document, instrument or agreement
shall mean and be a reference to such Employment Agreement as amended hereby.
2.02. Except as specifically amended above, the Employment Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 3. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.
SECTION 4. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.
PLATINUM ENTERTAINMENT, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------------
its: President
-----------------------
/s/ Xxxxxx Xxxxxx
--------------------------
XXXXXX XXXXXX
-2-
