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Exhibit 10.2
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT is made effective as of the 17 day of September, 1999,
by and between XXXXXXX PIANO & ORGAN COMPANY, a Delaware corporation (the
"Company") and XXXXX X. XXXXXXXXX (the "Executive").
WHEREAS, the parties entered into a Change in Control Agreement, dated
June 26, 1996 (the "Change in Control Agreement"), and desire to amend the
Change in Control Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, the parties agree as follows:
1. Amendment to Section II. Term of Agreement.
Section II. Term of Agreement, shall be deleted in its entirety and
replaced with the following:
The term of this Agreement shall commence on the date hereof
and continue for a period ending on August 31, 2003.
2. Amendment to Section III. Definitions.
The following definition shall be inserted at the end of Section III.
Definitions:
9. "Change in Control Related to Sale of Two Divisions" - the
Company shall sell or transfer, at any time, in related or unrelated
transactions, either simultaneously or sequentially, all or
substantially all of the assets or operations of any two of its three
businesses: music, contract electronics or finance.
3. Amendment to Section IV. Benefits Upon Termination Following a Change
in Control.
Subsection 1. Termination, shall be deleted in its entirety and
replaced with the following:
1. Termination - The Executive shall be entitled to, and the
Company shall pay or provide to the Executive, the benefits described
in Section 2 below if:
(i) (a) a Change in Control, other than a Change in Control
Related to Sale of Two Divisions, occurs during the term of
this Agreement, and (b) the Executive's employment is
terminated within three (3) years following the Change in
Control either by the Company, with or without cause, or the
Executive, with or without cause, except in
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either case due to the Executive's death, disability, or
retirement at or after the normal retirement date; or
(ii) (a) a Change in Control Related to Sale of Two Divisions
occurs during the term of this Agreement; and either
(b) the Company terminates the Executive's employment within
forty-five (45) days prior to the Change in Control Related to
the Sale of Two Divisions for reasons other than "Cause". For
purposes of this Agreement, "Cause" shall mean cause as
defined in Section 5.2 of the Agreement of Employment (the
"Employment Agreement") by and between the Company and the
Executive dated June 19, 1997, as amended; or
(c) the Executive's employment is terminated within three (3)
years following the Change in Control Related to Sale of Two
Divisions either (i) by the Company, without Cause , or (ii)
by the Executive, for any reason, provided in the case of a
termination by the Executive, the Executive provides the
Company with nine (9) months prior written notice of such
termination and the circumstances listed in Section 4.4(c) of
the Employment Agreement exist at the time of the notice and
continues through the nine (9) month notice period;
and except in the case of either (b) or (c) due to the
Executive's death, disability, or retirement at or after the
normal retirement date.
4. Amendment to Subsection IV2(d) - Accelerated Vesting Schedules.
Subsection IV2(d), Accelerated Vesting Schedules, shall be deleted in
its entirety and replaced with the following:
(d) Accelerated Vesting Schedules - All stock options and
restricted stock granted to the Executive shall immediately vest in
full. Moreover, the Executive shall be entitled to receive immediately
upon such termination the cash value of any long term incentives
payable to the Executive under any long term incentive compensation
plans including, but not limited to, the Company's 1994 Long Term
Incentive Plan, in which the Employee is then participating calculated
as of the date of the Executive's termination, regardless of any
provisions in such plans requiring continued employment with the
Company. If the Executive informs the Company that the Executive
desires to exercise any or all of the stock options granted which have
been vested (including such options which have vested pursuant to this
paragraph (d)) immediately prior to the Executive's termination of
employment, then the Company, in its sole discretion, shall either (a)
register the underlying shares of the Company's common stock for sale
to the public, pursuant to a registration
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statement filed by the Company with the Securities and Exchange
Commission within 180 days of the termination of the Executive's
employment; or (b) purchase from the Executive the stock options which
the Executive desires to exercise. If the Company elects to purchase
the stock options, the purchase price to be paid by the Company for
each such option being purchased shall be the difference between the
last sale price of the Company's common stock on the NASDAQ National
Market on the day prior to the date of termination and the exercise
price of the option. The registration of the restricted stock shall be
governed by the provisions of subsection 4.4(d) of the Agreement of
Employment between the Company and the Executive, dated as of June 19,
1997, as amended.
5. Reaffirmation. Except as expressly modified in this Amendment, the
Company and the Executive hereby ratify and confirm each and every
provision of the Change in Control Agreement.
6. Severability. If any provision of the Change in Control Agreement, as
amended by this Amendment, is held to be unenforceable for any reason,
the remainder of this Agreement shall, nevertheless, remain in full
force and effect.
7. Amendment. The Change in Control Agreement and this Amendment may be
amended or modified only by a written instrument executed by the
Company and the Executive.
8. Governing Law. This Amendment shall be governed in all respects by the
law of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
XXXXXXX PIANO & ORGAN COMPANY
By: /s/ Xxxxxxx Xxxxxxx
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Printed Name: Xxxxxxx Xxxxxxx
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Title: Director
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EXECUTIVE
/s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX
