EXHIBIT 10.16(c)
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
OF XXXX X. XXXX
AMENDMENT dated as of December 3, 1996 to the Change of Control
Agreement (the "Change of Control Agreement" formerly titled Employment
Agreement) dated as of August 25, 1988, by and among The Musicland Group,
Inc., a Delaware corporation (the "Company"), Musicland Stores Corporation, a
Delaware corporation (the "Parent") and Xxxx X. Xxxx (the "Executive").
WHEREAS, the Board of Directors, on behalf of the Company and the
Parent, and the Executive have determined it to be in their mutual best
interests to amend the Change of Control Agreement in certain respects;
NOW, THEREFORE, BE IT RESOLVED, that the Change of Control Agreement
shall be amended as follows:
1. Section 1, OPERATION OF AGREEMENT, is amended by deleting the
words "prior to September 1, 1991" in clause (i) of subparagraph
(a) of Paragraph 1.01, by deleting clause (ii) of subparagraph (a)
of Paragraph 1.01 and deleting the last sentence of 1.01(a) and
inserting this sentence in its place: Upon the date of a change of
control, this Agreement shall become operative immediately." and
by deleting subparagraph (b) of Paragraph 1.01.
2. Paragraph 1.02, "Change of Control", subparagraph (a) the
definition "Change of Control" is amended by deleting the phrase
"and are publicly traded on a recognized securities exchange." and
by deleting "30%" and inserting in its place "20%".
3. Paragraph 1.02, "Change in Control" is amended by deleting
subparagraph (b) thereof and inserting in its place the following
new subparagraph (b):
"(b) a majority of the directors of the Company or the Parent are
persons other than persons (i) for whose election proxies have been
solicited by the Board of Directors of the Company or the Parent,
or (ii) who are then serving as directors appointed by the Board of
Directors of the Company or the Parent to fill vacancies on the
applicable Board of Directors caused by death or resignation (but
not by removal) or to fill newly-created directorships, but
excluding for purposes of this clause (ii) any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934) or other actual or threatened solicitation of
proxies or consents, or"
4. Paragraph 1.03 of Section 1 is amended by deleting the phrase
"or within 30 days of the date Eugster is terminated within the
meaning of clause (ii) of subparagraph 1.01(a), whichever is later,"
5. Paragraph 2.01 of Section 2, EMPLOYMENT; PERIOD OF EMPLOYMENT,
is amended by inserting, after the word, "subsidiary" the words "or
affiliate".
6. Paragraph 2.02 of Section 2, EMPLOYMENT; PERIOD OF EMPLOYMENT,
is amended by deleting "36th" and inserting in its place "24th," by
deleting "24th" and inserting in its place "12th," and by deleting
"18th" and inserting in its place "6th."
7. Paragraph 3.01 of Section 3, POSITION, DUTIES, RESPONSIBILITIES,
is amended by deleting the title "Executive Vice President of
Marketing and Merchandising" in both places that it appears in
subparagraph (a) thereof, and inserting in said places the title
"President, Superstores Division."
8. Paragraph 4.01 of Section 4, COMPENSATION, COMPENSATION PLANS,
PERQUISITES, is amended by deleting the salary of "$195,000" in
clause (i) thereof and inserting in its place "$316,340"; and by
deleting "30%" in clause (ii) thereof and inserting in its place
"35%."
9. Paragraph 8.02 of Section 8, TERMINATION, is amended by
deleting "30%" in subparagraph (b) thereof and inserting in its
place "35%."
10. Paragraph 8.03 of Section 8, "TERMINATION" subparagraph
8.03(b)(ii) is hereby deleted, in its entirety, and is no longer of
any force or effect.
11. Subparagraph 8.03(iii) is amended by deleting the words
"clauses (i) and (ii)" and inserting in its place "clause (i)."
12. Paragraph 10.01 of Section 10, MINIMUM SEVERANCE PAYMENT, is
amended by deleting in the first and last sentences of the first
paragraph of this section the number "24" and inserting in both
places the number "12."
13. Paragraph 10.01 is further amended by deleting subparagraph
(ii)(C) of the definition of "Severance Period" in its entirety and
is no longer of any force or effect.
14. Section 11, REDUCTION FOR EQUITY APPRECIATION, is hereby
deleted in its entirety and is no longer of any force or effect.
15. Paragraph 12.02 of Section 12, JOINT AND SEVERAL LIABILITY;
TRUST AGREEMENT, relating to establishment of a trust, is amended
by adding the following words at the end of that paragraph:
"; provided, however, that Executive may request that such
trust be established at any time on or after the date a Change in
Control occurs and prior to the date all amounts to which Executive
is or may become entitled from such trust have been paid to
Executive."
IN WITNESS WHEREOF, the undersigned have executed this Amendment
of Change of Control Agreement as of the date set forth above.
THE MUSICLAND GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: Xxxx X. Xxxxxxx, Chairman and CEO
MUSICLAND STORES CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Its: Xxxx X. Xxxxxxx, Chairman and CEO
EXECUTIVE
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
