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Exhibit 10(b)

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

           THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 30th day of September, 2009 between Rex Radio and Television, Inc., an Ohio corporation (the “Corporation”), and David L. Bearden (“Employee”).

Recitals

          A. The Corporation and Employee entered into an Employment Agreement dated October 11, 2005, as amended by Amendment No. 1 to Employment Agreement dated December 10, 2007, Amendment No. 2 to Employment Agreement dated March 6, 2008 and Amendment No. 3 to Employment Agreement dated February 19, 2009 (collectively, the “Agreement”).

          B. Amendment No. 3 to Employment Agreement provided for payment of a “Transition Bonus” and the Corporation and Employee desire to amend the Agreement with respect to the termination of Employee’s employment and payment of the Severance Payment as described herein.

          NOW, THEREFORE, the Corporation and Employee hereby amend the Agreement as follows:

1. Definitions . All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Agreement.

2. Payment Effective as of Termination of Employment . Employee’s employment with the Corporation was terminated effective as of June 30, 2009. As of June 30, 2009, the Chief Executive Officer of the Corporation determined that the transition of operational control of retail stores to Appliance Direct, Inc. (“AD”) had not occurred. Notwithstanding the fact that the Corporation maintains that the transition has not occurred and in lieu of any other payment from Corporation to Employee pursuant to the Employment Agreement, the Corporation agrees to pay to Employee a non-refundable Severance Payment in the amount of $450,000.00 payable as follows: (i) $225,000.00 on or before January 31, 2010 (but not before January 1, 2010); and (ii) $225,000.00 on or before January 31, 2011 (but not before January 1, 2011), subject to the execution of, and expiration of any applicable waiting period pursuant to, the Employment Severance Agreement and Release of Claims in the form attached hereto as Exhibit “A”.

3. Effectiveness . This Amendment shall be effective as of the date first written above. Except as specifically amended by this Amendment, all other applicable terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.

4. Miscellaneous . This Amendment shall be deemed to be a contract made under the laws of the State of Ohio and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

 

 

 

 

 

REX RADIO AND TELEVISION, INC.

 

 

 

 

By: 

/s/ Douglas Bruggeman

 

 

 


 

 

 

Douglas Bruggeman

 

 

 

Vice President-Finance

 

 

 

 

 

 

EMPLOYEE

 

 

 

 

 

 

/s/ David L. Bearden

 

 


 

 

David L. Bearden

 

2


EXHIBIT “A”

EMPLOYMENT SEVERANCE AGREEMENT AND
RELEASE OF CLAIMS

          This Employment Severance Agreement and Release of Claims (hereinafter referred to as the “Agreement”) is made and entered into by and between David L. Bearden, on behalf of himself individually, and on behalf of his heirs, executors, administrators, representatives, agents, attorneys and assigns (hereinafter collectively referred to as “Employee”) and Rex Radio a


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