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Exhibit 10.1    
  


 
 

SECOND AMENDMENT
  TO
  AGREEMENT    
  


        THIS Second Amendment ("Amendment") to the Agreement ("Original Agreement") between Michaels Stores, Inc. ("Michaels") and Bryan M. DeCordova
("Employee") dated effective as of June 7, 2002, as amended by the Amendment thereto ("First Amendment") among Michaels, Michaels Management Services, LP (the "Company") and Employee
effective as of August 2, 2002 ("Agreement"), is entered into by and among Michaels, the Company and Employee effective as of September 24, 2002. 


        WHEREAS,
the Original Agreement provided for Employee to continue to perform certain services for Michaels and its subsidiaries until August 31, 2002; and 


        WHEREAS,
the First Amendment provided for Employee to continue to perform certain services for Michaels and its subsidiaries until September 30, 2002; and 


        WHEREAS,
Employee is employed by the Company (which is a subsidiary of Michaels); and 


        WHEREAS,
Michaels, the Company and Employee wish to extend the time for which Employee will perform services for Michaels and its subsidiaries until October 31, 2002; 


        NOW,
THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows: 


        Section 1.    Amended Resignation Date.    Section 1 of the Agreement is hereby amended to read in its
entirety as follows: 




        Section 1.    Resignation.    Employee hereby irrevocably and unconditionally resigns from any position he
holds with Michaels or any subsidiary or affiliate of Michaels effective on the earlier to occur of (a) October 31, 2002; or (b) the date, if any, upon which Employee is
terminated "for Cause," as defined in Section 4 of this Agreement (the earlier of the possible dates actually taking place being referred to herein as the "Termination Date"). 





        Section 2.    Certain References.    All references in the Agreement to: (a) "this Agreement" shall mean
the Agreement as amended by this Amendment; (b) "the parties" shall mean Michaels, the Company and Employee; (c) "either party" shall mean "any of the parties"; (d) "both of the
parties" shall mean "all of the parties"; and (e) "other party" shall mean "other parties". 



        Section 3.    Effect of Amendment.    Except as amended by this Amendment, the Agreement will be unamended and
remain in full force and effect. 


        Section 4.    Headings.    The headings, captions and arrangements used in this Amendment are for convenience
only and shall not be deemed to limit, amplify or modify the terms hereof, nor affect the meaning thereof. 


        Section 5.    GOVERNING LAW.    THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS. THE
PARTIES AGREE THAT THIS AMENDMENT SHALL BE PERFORMABLE IN DALLAS COUNTY, TEXAS.


        Section 6.    Multiple Counterparts.    This Amendment has been executed in a number of counterparts, all of
which constitute, collectively, one agreement; but in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. 





 



        EXECUTED
effective as of September 24, 2002. 



	 	 	MICHAELS STORES, INC.
	

 	
 	
By:	

/s/ R. Michael Rouleau
 Name: R. Michael Rouleau

Title: President and Chief Executive Officer
	

 	
 	
MICHAELS MANAGEMENT SERVICES, LP
	

 	
 	
By:	

MICHAELS GP, INC., its General Partner





	 	 	By:	/s/ R. Michael Rouleau
 Name: R. Michael Rouleau

Title: President and Chief Executive Officer





	 	 	/s/ Bryan M. DeCordova
 BRYAN M. DECORDOVA




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ACKNOWLEDGMENTS    
  


 
 

STATE OF TEXAS                §

                                         
        §
  COUNTY OF DALLAS         §    




        BEFORE ME, the undersigned authority, on this day personally appeared R. Michael Rouleau, President and Chief Executive Officer of  MICHAELS STORES,
 INC., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation. 


        GIVEN
UNDER MY HAND AND SEAL on this 24th day of September, 2002. 



	

 	

/s/  VERONICA LARSEN      
 Notary Public in and for the

State of Texas
	

 	

Veronica Larsen October 7, 2005
 Notary's Printed Name and

Commission Expiration





 
 

STATE OF TEXAS                §

                                         
        §
  COUNTY OF DALLAS         §    
  


        BEFORE ME, the undersigned authority, on this day personally appeared R. Michael Rouleau, President and Chief Executive Officer of  MICHAELS GP,
 INC., a Delaware corporation, general partner of MICHAELS MANAGEMENT SERVICES, LP, a
Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said limited partnership. 


        GIVEN
UNDER MY HAND AND SEAL on this 24th day of September, 2002. 



	

 	

/s/  VERONICA LARSEN      
 Notary Public in and for the

State of Texas
	

 	

Veronica Larsen October 7, 2005
 Notary's Printed Name and

Commission Expiration




3





 

 
 

STATE OF TEXAS                §

                                         
        §
  COUNTY OF DALLAS         §    
  



        BEFORE ME, the undersigned authority, on this day personally appeared BRYAN M. DECORDOVA, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. 


        GIVEN
UNDER MY HAND AND SEAL on this 25th day of September, 2002. 



	

 	

/s/  VERONICA LARSEN      
 Notary Public in and for the

State of Texas
	

 	

Veronica Larsen October 7, 2005
 Notary's Printed Name and

Commission Expiration




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Exhibit 10.1


SECOND AMENDMENT TO AGREEMENT

ACKNOWLEDGMENTS


STATE OF TEXAS § § COUNTY OF DALLAS §

STATE OF TEXAS § § COUNTY OF DALLAS §

STATE OF TEXAS § § COUNTY OF DALLAS §