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Exhibit 10.15
THIRD AMENDMENT TO CHANGE IN CONTROL AGREEMENT
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THIS AMENDMENT (the "Amendment") is made effective as of the 14th day of
March, 2001, by and between XXXXXXX PIANO & ORGAN COMPANY, a Delaware
corporation (the "Company") and XXXXX X. XXXXXX (the "Executive").
WHEREAS, the parties entered into a Change in Control Agreement, dated
July 5, 1998 which was amended as of the 24th day of September, 1999 and further
amended as of 3rd day of October, 2000 (as amended, the "Change in Control
Agreement") and
WHEREAS, the parties desire to further amend the Change in Control
Agreement to reflect the Company's sale of its contract electronics business and
to acknowledge that a "Change in Control" has occurred for purposes of the
Change in Control Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein, the parties agree as follows:
1. AMENDMENT TO ARTICLE IV. BENEFITS UPON TERMINATION FOLLOWING A CHANGE
IN CONTROL - Section 1 of Article IV, Benefits Upon Termination Following
a Change in Control, shall be amended by such subsection in its entirety
and inserting a new Section (1) as follows:
"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, following January 26, 2001 (on
which date a Change in Control occurred for purposes of this
Agreement by virtue of the Company's sale of its contract
electronics business), the Company terminates the Executive's
employment, either by actual termination or constructive
termination, prior to the expiration of the term of this
Agreement, other than termination for Cause. For purposes of this
Agreement, (i) "actual termination" includes any termination
except for the Executive's death, disability, willful misconduct,
or retirement after the normal retirement date, and (ii)
"constructive termination" includes the Company (A) diminishing
the Executive's title of President and Chief Financial Officer
and/or the Executive's duties and responsibilities that relate to
such title, (B) reducing the Executive's annual salary to an
amount less than $250,000, (C) materially changing the Executive's
assigned site location, and (D) failing to provide the Executive
with substantially the same level of retirement and welfare
benefits and perquisites that were provided to the Executive prior
to January 26, 2001. For the purposes of this Agreement, "Cause"
shall be defined to mean alcohol or other drug dependence or
addiction; indictment or conviction for any crime involving moral
turpitude, fraud or misrepresentation; commission of any act which
would constitute a felony; neglect of duty; misappropriation,
embezzlement or theft of Company funds or property; conduct with
is materially injurious to the reputation, business or business
relationships of the Company; or violation of law or Company
policy or procedure."
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2. 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.
3. ENTIRE AGREEMENT - The terms and provision of the Change in
Control Agreement and this Amendment constitute the entire
agreement between the Company and the Executive with respect to
the subject matter hereof. All references in the Change in Control
Agreement and this Amendment to the term "Agreement" shall mean
the Change in Control Agreement and all amendments thereto,
including without limitation this Amendment. This Amendment may be
amended or modified only by a written instrument executed by the
Company and the Executive.
4. 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 Third Amendment to
Change in Control Agreement as of the day and year first above written.
XXXXXXX PIANO & ORGAN COMPANY
By: /s/Xxxxx X. Xxxxxxxxx
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Printed Name: Xxxxx X. Xxxxxxxxx
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Title: Chairman & CEO
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EXECUTIVE
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
