Exhibit 11
AMENDMENT TO EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXX
THIS AMENDMENT is entered into as of December 20, 1996, by and between
ALLIANCE ENTERTAINMENT CORP., a Delaware corporation (the "Company"), and Xxxxx
X. Xxxxxx (the "Executive").
R E C I T A L S:
WHEREAS, the Company and the Executive have entered into an Employment
Agreement (the "Agreement"), dated as of the 15th day of August, 1996, between
the Company and the Executive; and
WHEREAS, in connection with the execution and delivery of a Purchase
Agreement dated as of December 20, 1996 among the Company, Cypress Ventures,
Inc., Xxxxxxxxxxx & Co., Inc. and BT Capital Partners, Inc., the Company and the
Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties, the parties agree that the third sentence of Section
1 of the Agreement is hereby amended to read as follows:
"The Executive shall have full authority over the day-to-day operations of
the Company and all of its subsidiaries and over all officers and
employees of the Company, including, without limitation, the power to hire
and, subject to contractual commitments, fire employees; provided,
however, that (i) so long as Xxxxxxxxxxx & Co., Inc. ("WCI") and BT
Capital Partners, Inc. ("BTC") hold 50% or more of the securities issued
to them pursuant to the Purchase Agreement dated as of December 20, 1996
(the "Purchase Agreement") among the Company, Cypress Ventures, Inc., WCI
and BTC, (or in the event WCI or BTC holds 50% or more of the securities
purchased by it pursuant to the Purchase Agreement and the other does not
hold 50% or more of the securities purchased by it pursuant to the
Purchase Agreement, then such 50% or more holder alone) shall have the
exclusive power to nominate
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a candidate to be considered for the position of Executive Vice President -
Finance subject to the Executive's consent, which consent shall not be
unreasonably withheld, (ii) the Executive shall not remove the Executive
Vice President - Finance without the approval of the Board of Directors of
the Company which shall be the only limitation on the Executive's power to
fire employees, and (iii) Executive shall retain the exclusive power to
nominate a candidate to be considered as the executive in charge of
distribution operations or logistics (or other similar position involving
the supervision of the warehousing and shipping of inventory), subject to
the consent of WCI and BTC, so long as WCI and BTC hold 50% or more of the
securities issued to them pursuant to the Purchase Agreement (or in the
event WCI or BTC holds 50% or more of the securities purchased by it
pursuant to the Purchase Agreement and the other does not hold 50% or more
of the securities purchased by it pursuant to the Purchase Agreement, then
such 50% or more holder alone), which consent shall not be unreasonably
withheld."
The parties hereby agree that the above amendment of the third
sentence of Section 1 shall not be an event or occurrence which constitutes
"Good Reason" as defined in Section 5.3.2 of the Agreement.
This Amendment shall be effective as of the date hereof.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment to
the Agreement as of the date first above written.
EMPLOYEE: ALLIANCE ENTERTAINMENT CORP.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Executive Vice President, General
Counsel and Assistant Secretary
