8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2015

hhgregg, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33600

Indiana	47-4850538
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

4151 East 96th Street

Indianapolis, Indiana 46240

(Address of principal executive offices, including zip code)

(317) 848-8710

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

The information called for by this item is contained in Item 5.02, which is incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2015, hhgregg, Inc. entered into amendments to the employment agreements (the “Amendments”) with the Company’s senior executives (the “Executives”) to (i) increase the severance payments for a termination of the employment of such Executive within one-year following a change of control of the Company to two times base salary plus a lump sum payment equal to 24 months of 167% of COBRA premiums and (ii) remove the Executive’s mitigation obligations in connection with certain termination events to the extent such provision was included in the Executive’s employment agreement. The Amendments will become effective on January 1, 2016.

A change in control is defined in the Amendments to include A) a merger, consolidation, business combination or similar transaction involving the Company as a result of which the holders of the voting securities of the Company prior to such transaction in the aggregate cease to own at least 70% of the voting securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof), (B) a sale, lease, exchange, transfer or other disposition of more than 25% of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or (C) the acquisition, by a person or group (as such term is defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 25% of the voting securities of the Company whether by tender or exchange offer or otherwise.

The Compensation Committee, after an annual review of the compensation arrangements of the Company’s Executives, recommended the Amendments to create consistency in the terms of the employment arrangements with the Company’s Executives, better align the Executive’s compensation arrangements with the Company’s peer group and retain Executives in a competitive market.

A copy of the Amendments are filed as Exhibit 10.1-10.5 to this Form 8-K and are hereby incorporated by reference into this Item 5.02 by reference in their entirety.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Amendment No. 3 to Employment Agreement dated December 16, 2015 between Dennis L. May and Gregg Appliances, Inc.
10.2	Amendment No.1 to Employment Agreement dated December 16, 2015 between Robert Riesbeck and Gregg Appliances, Inc.
10.3	Amendment No.1 to Employment Agreement dated December 16, 2015 between Charles Young and Gregg Appliances, Inc.
10.4	Amendment No.1 to Employment Agreement dated December 16, 2015 between Trent Taylor and Gregg Appliances, Inc.
10.5	Amendment No. 1 to Employment Agreement dated December 16, 2015 between Keith Zimmerman and Gregg Appliances, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		hhgregg, Inc.
Date: December 18, 2015	By:	/s/ Robert J. Riesbeck
		Robert J. Riesbeck
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 3 to Employment Agreement dated December 16, 2015 between Dennis L. May and Gregg Appliances, Inc.
10.2	Amendment No.1 to Employment Agreement dated December 16, 2015 between Robert Riesbeck and Gregg Appliances, Inc.
10.3	Amendment No.1 to Employment Agreement dated December 16, 2015 between Charles Young and Gregg Appliances, Inc.
10.4	Amendment No.1 to Employment Agreement dated December 16, 2015 between Trent Taylor and Gregg Appliances, Inc.
10.5	Amendment No. 1 to Employment Agreement dated December 16, 2015 between Keith Zimmerman and Gregg Appliances, Inc.

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment No. 3”) is entered into as of January 1, 2016 (the “Effective Date”) by and between Gregg Appliances, Inc., an Indiana corporation (the “Company”) and Dennis L. May (“Executive”). The Company and Executive are referred to herein as the “parties.”

RECITALS

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of October 19, 2004, that certain Amendment No. 1 dated December 30, 2008, and that certain Amendment No. 2 dated August 12, 2009 (collectively, the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement to provide Executive certain increased severance benefits if his employment is terminated without cause or he resigns for good reason in connection with a change in control and such other modifications as set forth herein.

NOW, THEREFORE, in consideration of the promises and obligations contained herein and in the Employment Agreement, the parties agree to amend the Employment Agreement as follows, with each such amendment to be effective on the Effective Date:

AGREEMENT

1.A new section 4(e) shall be added to the Employment Agreement as follows:

(e)    Change in Control.

(i)    Subject to the provisions of subparagraph 4(b)(ii) and subparagraph 4(b)(v), if Executive’s employment is terminated by the Company without Cause or Executive resigns his employment for Good Reason (defined below), each within twelve (12) months following a Change in Control (defined below), Executive shall be entitled to receive, as “CIC Severance Benefits,” (A) for a period of twenty-four (24) months following the termination date, his then current Base Salary, (B) a lump sum stipend equal to 167% of the product of twenty-four (24) times: (1) the monthly COBRA premium that corresponds, as of the date of Executive’s termination of employment, to the health, dental and vision coverage that Executive had in effect under the Company’s health, dental and vision plans immediately prior to his termination of employment, and (2) the monthly premium that corresponds, as of the date of Executive’s termination of employment, to the long-term disability and group term life insurance coverage that Executive had in effect under the Company’s long-term disability

and life insurance plans immediately prior to his termination of employment, and (C) for the year in which such termination occurs, a pro-rated bonus for the portion of such year during which Executive was employed by the Company, contingent, however, on the satisfaction of any performance-based conditions relating to such bonus. The stipend referred to in clause (B) will be subject to all applicable withholdings and deductions, and will be paid to Executive on the same payroll date as the first installment of CIC Severance Benefits, and Executive may apply the stipend towards Executive’s purchase of COBRA continuation coverage, continued benefit coverage, or for any other purpose.

(ii)    “Good Reason” means (A) a material diminution in Executive’s base compensation from the level of such base compensation immediately prior to the Change in Control, (B) a material diminution in Executive’s authority, duties, or responsibilities from his authority, duties, or responsibilities immediately prior to the Change in Control, or (C) a material change in the geographic location at which Executive is assigned to perform his duties and responsibilities on behalf of the Company from such geographic location immediately prior to the Change in Control.

For Executive to be entitled to CIC Severance Benefits because of his resignation following the occurrence of one of the Good Reason events, each of the following procedural conditions must be satisfied: (x) within ninety (90) calendar days of the initial occurrence of the event, Executive must give written notice to the Company of such occurrence; (y) the Company must have failed to remedy that occurrence within thirty (30) calendar days after receiving such notice, and (z) Executive must resign no later than 150 calendar days after the initial occurrence of the event.

(iii)    “Change in Control” means (A) a merger, consolidation, business combination or similar transaction involving the Company as a result of which the holders of the voting securities of the Company prior to such transaction in the aggregate cease to own at least 70% of the voting securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof), (B) a sale, lease, exchange, transfer or other disposition of more than 25% of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or (C) the acquisition, by a person or group (as such term is defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 25% of the voting securities of the Company whether by tender or exchange offer or otherwise.

2.Except as set forth in this Amendment No. 3, the Employment Agreement shall remain in full force and effect. The Employment Agreement, as superseded in part and amended by this Amendment No. 3, constitutes the entire agreement between the parties with respect to

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the subject matter therein and supersedes any and all other agreements or understandings, either oral or written, between the parties with respect to the subject matter herein. Any other amendment or modification to the Employment Agreement or this Amendment No. 3 must be in a writing executed by the parties hereto. This Amendment No. 3 may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Employment Agreement as of the date first above written.

GREGG APPLIANCES, INC., an Indiana corporation

 
By:/s/Charles Young   Charles Young    Chief Human Resources Officer

Dated: _December 16, 2015____

EXECUTIVE

\s\ Dennis L. MayDennis L. May

Dated: __December 16, 2015_____

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EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is entered into as of January 1, 2016 (the “Effective Date”) by and between Gregg Appliances, Inc., an Indiana corporation (the “Company”) and Robert Riesbeck (“Executive”). The Company and Executive are referred to herein as the “parties.”

RECITALS

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of September 15, 2014 (the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement to remove Executive’s mitigation obligations in connection with certain termination events, to provide Executive certain increased severance benefits if his employment is terminated without cause in connection with a change in control and such other modifications as set forth herein.

NOW, THEREFORE, in consideration of the promises and obligations contained herein and in the Employment Agreement, the parties agree to amend the Employment Agreement as follows, with each such amendment to be effective on the Effective Date:

AGREEMENT

1.Section 1.7(a) of the Employment Agreement shall be amended by deleting the last two sentences thereof.

2.Section 1.7(d)(i) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(i)    If the Company terminates Executive’s employment within twelve (12) months following a Change in Control (as defined below), the Company shall pay Executive, as severance pay, an amount equivalent to twenty-four (24) months of Executive’s base salary, subject to applicable withholdings and deductions. Payment will be made ratably over the twenty-four (24) month period immediately following the termination of Executive’s employment, (the “Change in Control Severance Period”) consistent with the customary payroll practices of the Company. Provided, however, Executive will not be entitled to the severance discussed in this Section 1.7(d)(i) if Executive voluntarily resigns his employment or if the Company terminates his employment for Cause (as defined below).

3.Section 1.7(d)(iii) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(iii)    If Executive is entitled to severance benefits under this Section 1.7(d) (under either (i) or (ii) of such Section), the Company shall pay Executive a lump sum stipend equal to 167% of the product of twenty-four (24) times the monthly COBRA premium that corresponds, as of the date of Executive’s termination of employment, to the health, dental, and vision coverage that Executive had in effect under the Company’s health, dental and vision plans immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to Executive on the same payroll date as the first installment of severance pay described above in this Section 1.7(d). Executive may apply the stipend towards Executive’s purchase of COBRA continuation coverage or for any other purpose. Provided, however, Executive will not be entitled to any payment from the Company towards COBRA premiums as described in this Section 1.7(d)(iii) if Executive voluntarily resigns his employment (other than pursuant to the provisions of Section 1.7(d)(ii)) or if the Company terminates his employment for Cause (as defined below).

4.Except as set forth in this Amendment No. 1, the Employment Agreement shall remain in full force and effect. The Employment Agreement, as superseded in part and amended by this Amendment No. 1, constitutes the entire agreement between the parties with respect to the subject matter therein and supersedes any and all other agreements or understandings, either oral or written, between the parties with respect to the subject matter herein. Any other amendment or modification to the Employment Agreement or this Amendment No. 1 must be in a writing executed by the parties hereto. This Amendment No. 1 may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date first above written.

GREGG APPLIANCES, INC., an Indiana corporation

 
By: /s/ Charlie Young   Charlie Young    Chief Human Resources Officer

Dated: _December 16, 2015________

EXECUTIVE

/s/ Robert RiesbeckRobert Riesbeck

Dated: __December 16, 2015_________

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EX-10.3

EXHIBIT 10.3

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is entered into as of January 1, 2016 (the “Effective Date”) by and between Gregg Appliances, Inc., an Indiana corporation (the “Company”) and Charles Young (“Executive”). The Company and Executive are referred to herein as the “parties.”

RECITALS

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of June 1, 2008 (the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement to provide Executive certain increased severance benefits if his employment is terminated without cause in connection with a change in control and such other modifications as set forth herein.

NOW, THEREFORE, in consideration of the promises and obligations contained herein and in the Employment Agreement, the parties agree to amend the Employment Agreement as follows, with each such amendment to be effective on the Effective Date:

AGREEMENT

1.Section 1.7(d)(i) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(i) If the Company terminates Executive’s employment within twelve (12) months following a Change in Control, the Company shall pay Executive, as severance pay, an amount equivalent to twenty-four (24) months of Executive’s base salary, subject to normal payroll taxes and deductions. Payment will be made ratably over the twenty-four (24) month period immediately following the termination of Executive’s employment, consistent with the customary payroll practices of the Company. Provided, however, Executive will not be entitled to the severance discussed in this Section 1.7(d)(i) if Executive voluntarily resigns his employment or if the Company terminates his employment for Cause.

2.Section 1.7(d)(iii) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(iii) If Executive is entitled to severance benefits under this Section 1.7(d) (under either (i) or (ii) of such Section), the Company shall pay Executive a lump sum stipend equal to 167% of the product of twenty-four (24) times the monthly COBRA premium that corresponds, as of the date of Executive’s termination of employment, to the health, dental, and vision coverage that Executive had in effect under the Company’s health, dental and vision plans immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to Executive on the same payroll date as the first installment of severance pay described above in this Section 1.7(d). Executive may apply the stipend towards Executive’s purchase of COBRA continuation coverage or for any other purpose. Provided, however, Executive will not be entitled to any payment from the Company towards COBRA premiums as described in this Section 1.7(d)(iii) if Executive voluntarily resigns his employment (other than pursuant to the provisions of Section 1.7(d)(ii)) or if the Company terminates his employment for Cause (as defined below).

3.Except as set forth in this Amendment No. 1, the Employment Agreement shall remain in full force and effect. The Employment Agreement, as superseded in part and amended by this Amendment No. 1, constitutes the entire agreement between the parties with respect to the subject matter therein and supersedes any and all other agreements or understandings, either oral or written, between the parties with respect to the subject matter herein. Any other amendment or modification to the Employment Agreement or this Amendment No. 1 must be in a writing executed by the parties hereto. This Amendment No. 1 may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date first above written.

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GREGG APPLIANCES, INC., an Indiana corporation

 
By:\s\ Dennis L. May   Dennis L. May    President and Chief Executive Officer

Dated: _December 16, 2015_______

EXECUTIVE

\s\Charles YoungCharles Young

Dated: _December 16, 2015___

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EX-10.4

EXHIBIT 10.4

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is entered into as of January 1, 2016 (the “Effective Date”) by and between Gregg Appliances, Inc., an Indiana corporation (the “Company”) and Trent Taylor (“Executive”). The Company and Executive are referred to herein as the “parties.”

RECITALS

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of September 13, 2011 (the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement to provide Executive certain increased severance benefits if his employment is terminated without cause in connection with a change in control and such other modifications as set forth herein.

NOW, THEREFORE, in consideration of the promises and obligations contained herein and in the Employment Agreement, the parties agree to amend the Employment Agreement as follows, with each such amendment to be effective on the Effective Date:

AGREEMENT

1.Section 1.7(d)(i) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(i) If the Company terminates Executive’s employment within twelve (12) months following a Change in Control, the Company shall pay Executive, as severance pay, an amount equivalent to twenty-four (24) months of Executive’s base salary, subject to normal payroll taxes and deductions. Payment will be made ratably over the twenty-four (24) month period immediately following the termination of Executive’s employment, consistent with the customary payroll practices of the Company. Provided, however, Executive will not be entitled to the severance discussed in this Section 1.7(d)(i) if Executive voluntarily resigns his employment or if the Company terminates his employment for Cause.

2.Section 1.7(d)(iii) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(iii) If Executive is entitled to severance benefits under this Section 1.7(d) (under either (i) or (ii) of such Section), the Company shall pay Executive a lump sum stipend equal to 167% of the product of twenty-four (24) times the monthly COBRA premium that corresponds, as of the date of Executive’s termination of employment, to the health, dental, and vision coverage that Executive had in effect under the Company’s health, dental and vision plans immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to Executive on the same payroll date as the first installment of severance pay described above in this Section 1.7(d). Executive may apply the stipend towards Executive’s purchase of COBRA continuation coverage or for any other purpose. Provided, however, Executive will not be entitled to any payment from the Company towards COBRA premiums as described in this Section 1.7(d)(iii) if Executive voluntarily resigns his employment (other than pursuant to the provisions of Section 1.7(d)(ii)) or if the Company terminates his employment for Cause (as defined below).

3.Except as set forth in this Amendment No. 1, the Employment Agreement shall remain in full force and effect. The Employment Agreement, as superseded in part and amended by this Amendment No. 1, constitutes the entire agreement between the parties with respect to the subject matter therein and supersedes any and all other agreements or understandings, either oral or written, between the parties with respect to the subject matter herein. Any other amendment or modification to the Employment Agreement or this Amendment No. 1 must be in a writing executed by the parties hereto. This Amendment No. 1 may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date first above written.

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GREGG APPLIANCES, INC., an Indiana corporation

 
By: \s\Charlie Young   Charlie Young    Chief Human Resources Officer

Dated: _December 16, 2015_____

EXECUTIVE

\s\Trent TaylorTrent Taylor

Dated:December 16, 2015______

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EX-10.5

EXHIBIT 10.5

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is entered into as of January 1, 2016 (the “Effective Date”) by and between Gregg Appliances, Inc., an Indiana corporation (the “Company”) and Keith Zimmerman (“Executive”). The Company and Executive are referred to herein as the “parties.”

RECITALS

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as of January 5, 2015 (the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement to remove Executive’s mitigation obligations in connection with certain termination events, to provide Executive certain increased severance benefits if his employment is terminated without cause in connection with a change in control and such other modifications as set forth herein.

NOW, THEREFORE, in consideration of the promises and obligations contained herein and in the Employment Agreement, the parties agree to amend the Employment Agreement as follows, with each such amendment to be effective on the Effective Date:

AGREEMENT

1.    Section 1.7(a) of the Employment Agreement shall be amended by deleting the last two sentences thereof.

2.    Section 1.7(d)(i) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(i)    If the Company terminates Executive’s employment within twelve (12) months following a Change in Control (as defined below), the Company shall pay Executive, as severance pay, an amount equivalent to twenty-four (24) months of Executive’s base salary, subject to applicable withholdings and deductions. Payment will be made ratably over the twenty-four (24) month period immediately following the termination of Executive’s employment, (the “Change in Control Severance Period”) consistent with the customary payroll practices of the Company. Provided, however, Executive will not be entitled to the severance discussed in this Section 1.7(d)(i) if Executive voluntarily resigns his employment or if the Company terminates his employment for Cause (as defined below).

3.    Section 1.7(d)(iii) of the Employment Agreement shall be deleted and replaced with the following:

(d)    Termination Because Of Change In Control.

(iii)    If Executive is entitled to severance benefits under this Section 1.7(d) (under either (i) or (ii) of such Section), the Company shall pay Executive a lump sum stipend equal to 167% of the product of twenty-four (24) times the monthly COBRA premium that corresponds, as of the date of Executive’s termination of employment, to the health, dental, and vision coverage that Executive had in effect under the Company’s health, dental and vision plans immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to Executive on the same payroll date as the first installment of severance pay described above in this Section 1.7(d). Executive may apply the stipend towards Executive’s purchase of COBRA continuation coverage or for any other purpose. Provided, however, Executive will not be entitled to any payment from the Company towards COBRA premiums as described in this Section 1.7(d)(iii) if Executive voluntarily resigns his employment (other than pursuant to the provisions of Section 1.7(d)(ii)) or if the Company terminates his employment for Cause (as defined below).

4.    Except as set forth in this Amendment No. 1, the Employment Agreement shall remain in full force and effect. The Employment Agreement, as superseded in part and amended by this Amendment No. 1, constitutes the entire agreement between the parties with respect to the subject matter therein and supersedes any and all other agreements or understandings, either oral or written, between the parties with respect to the subject matter herein. Any other amendment or modification to the Employment Agreement or this Amendment No. 1 must be in a writing executed by the parties hereto. This Amendment No. 1 may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date first above written.

GREGG APPLIANCES, INC., an Indiana corporation

 
By:\s\Charlie Young   Charlie Young    Chief Human Resources Officer

Dated: _December 16, 2015____

EXECUTIVE

\s\ Keith ZimmermanKeith Zimmerman

Dated: _December 16, 2015______

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