**Exhibit 10.2**

 

**AMENDMENT TO AGREEMENT**

** **

This Amendment to Agreement (this “Amendment”)amends that certain Agreement (the “Agreement”), dated as of March 6,2009, by and between Michaels Stores, Inc. (the “Company”) and John B.Menzer (the “Executive”), and is entered into as of the 2nd day of June, 2009.

 

WHEREAS, the Company and the Executive wish to amendthe Agreement as set forth herein in order to reflect the modified agreementbetween the Company and the Executive regarding the Executive’s restricted stockaward and option grant;

 

NOW, THEREFORE, in consideration of the foregoingpremises and the mutual promises, terms, provisions and conditions set forthherein, the Company and the Executive hereby agree as follows:

 

# 1.     Section 4(f) of the Agreement is amended to read inits entirety as follows:

 

## “Restricted Stock Grant. As soon as reasonably practicablefollowing the commencement of Executive’s employment with the Company, theCompany shall provide Executive with a grant of 500,000 shares of restrictedstock pursuant to the form of Restricted Stock Award Agreement attached as Exhibit A.”

##  

# 2.     Section 4(g) of the Agreement is amended to read inits entirety as follows:

 

“Option Grant. Assoon as reasonably practicable following the commencement of Executive’semployment with the Company, the Company will grant to Executive an option topurchase 2,500,000 shares of common stock pursuant to the Stock OptionAgreement attached as Exhibit B.”

 

# 3.     Exhibit A-1 and A-2 to the Agreement are hereby deleted intheir entirety and replaced with the Restricted Stock Award Agreement attachedhereto as Appendix A.

 

# 4.     Exhibit B to the Agreement is hereby deleted in itsentirety and replaced with the Stock Option Agreement attached hereto asAppendix B.

 

# 5.     Except as specifically amended by this Amendment, all existingprovisions of the Agreement shall remain in full force and effect

 

# 6.     This Amendment may be executed in two or more counterparts, eachof which shall be an original and all of which together shall constitute oneand the same instrument.

 

# 7.     This is a Texas contract and shall be construed and enforcedunder and be governed in all respects by the laws of the State of Texas,without regard to the conflict of laws principles thereof.

 

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IN WITNESS WHEREOF, the parties have executed this Amendment as of thedate first written above.

 

 
| MICHAELS STORES, INC.                   |                                                   | THE EXECUTIVE                  |
|-----------------------------------------|--------------------------------------------------------|--------------------------------|
|                                    |                                                   |                           |
|                                    |                                                   |                           |
|  /s/ Michael J. Veitenheimer  |                                                   | /s/   John B. Menzer |
| By:                                     | Michael J. Veitenheimer                                |                           |    John B. Menzer |
| Title:                                  | Senior Vice President,  General Counsel  and Secretary |                           |   |

 

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**Appendix A**

 

Restricted Stock Award Agreement

 

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**Appendix B**

 

Stock Option Agreement

 

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