EXHIBIT 10.15(b)
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
OF XXXX XXXXXXX
AMENDMENT dated as of December 3, 1996 to the Change in Control
Agreement (the "Change in Control Agreement") dated as of November 27, 1995,
by and among The Musicland Group, Inc., a Delaware corporation (the
"Company"), Musicland Stores Corporation, a Delaware corporation (the
"Parent") and Xxxx Xxxxxxx of Eden Prairie, Minnesota (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 in Control Agreement in certain respects;
NOW, THEREFORE, BE IT RESOLVED, that the Change of Control Agreement
shall be amended as follows:
Paragraph 1.02, definition of "Change of Control," subparagraph (a) is
hereby amended by deleting the phrase "and are publicly traded on a
recognized securities exchange."
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
of Change in Control Agreement as of the date set forth above.
THE MUSICLAND GROUP, INC.
By: \s\ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its: Chairman and CEO
MUSICLAND STORES CORPORATION
By: \s\ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its: Chairman and CEO
EXECUTIVE
\s\ Xxxx Xxxxxxx
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Xxxx Xxxxxxx