EXHIBIT 10(16)
XXXXXX'X ENTERTAINMENT, INC.
October 29, 1998
[Name of Officer]
Xxxxxx'x Entertainment, Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: Amendment to Severance Agreement
Dear [Officer]:
This letter agreement ("this Amendment") will amend the Severance
Agreement (the "Agreement") between you and Xxxxxx'x Entertainment, Inc.
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. Effective Date. This Amendment is effective October 29, 1998.
2. Amendment of Section 1, "Term of Agreement". The language of this
section stating "September 30 of the preceding year, the Company shall have
given notice" is changed to read as follows:
"January 1 of the preceding year, the Company with the approval of the
Board of Directors shall have given you written notice"
3. Amendment of Section 3, "Termination Following Change in Control."
Section 3 is amended by changing the opening paragraph to read as follows:
"3. Termination Following Change in Control (or Prior to a Change in
Control in Specific Circumstances). If any of the events described in
Subsection 2(a) hereof constituting a Change in Control of the Company
shall have occurred, then following such Change in Control, you shall be
entitled to the benefits provided in Subsection 4(c) hereof: (1) if your
employment was terminated during the term of this Agreement within six
months prior to the Change of Control under the circumstances described in
Section 4.(2) below, or (2) if your employment is terminated during the
term of this Agreement after such Change in Control if such termination is
(y) by the Company, other than for Cause, or (z) by you for Good Reason as
provided in Subsection 3(c)(i) hereof or by your Voluntary Termination as
provided in Subsection 3(c)(ii) hereof."
4. Amendment of Section 4, "Compensation Upon Termination Following a
Change in Control."
(a) Section 4 is amended by changing the language prior to Subsection (a)
to read as follows:
"4. Compensation Upon Termination Following a Change in Control (or if
Termination Occurs Prior to a Change in Control in Specific
Circumstances). Following a Change in Control of the Company as defined in
Subsection 2(a), then: (1) upon termination of your employment after such
Change in Control, or (2) notwithstanding anything in this Agreement to
the contrary, if termination of your employment occurred within six months
prior to the Change in Control if such termination was by the Company
without Cause by reason of the request of the person or persons (or their
representatives) who subsequently acquire control of the Company in the
Change of Control transaction, you shall be entitled to the following
benefits:"
(b) Subsection 4(c) is amended by changing the language before
subparagraph (i) to read as follows:
"(c) If your employment shall be terminated (y) after a Change of Control,
by the Company other than for Cause or (z) after a Change of Control, by
you for Good Reason or by your Voluntary Termination as provided in
Subsection
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3(c)(ii), or (yy) within six months prior to a Change of Control, by the
Company under the circumstances described in Section 4.(2) above, then you
shall be entitled to the benefits provided below:"
(c) Subsection 4(c)(vii) is amended by adding the following language after
the words "Date of Termination" wherever these words appear in this Subsection :
"(or following the date of the Change in Control if your employment is
terminated under the circumstances described in Section 4.(2) above)"
(d) Subsection 4(d) is amended by changing the language in the first
sentence that reads: ", then for a twenty-four month period after such
termination," to read as follows:
", or by the Company within six months prior to a Change in Control under
the circumstances described in Section 4.(2) hereof, then for a
twenty-four month period after such termination,"
5. Defined Terms. Unless otherwise defined herein, all terms used in this
Amendment that are defined in the Agreement will have the meanings given to such
terms in the Agreement.
6. No Other Modifications. Except as specifically modified herein, all
terms and conditions of the Agreement will remain unchanged and in full force
and effect.
If this letter sets forth our agreement on the subject matter hereof,
please sign and return to the Company the enclosed copy of this letter which
will then constitute our binding agreement on this subject.
Very truly yours,
XXXXXX'X ENTERTAINMENT, INC.
By:
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Agreed to:
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[Name of Officer]
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