Exhibit
10.55


 


 


 


THIS DEED is made on
May 6, 2005


 


BETWEEN:


 


(1)           WARNER MUSIC GROUP CORP (formerly called W.M.G Parent Corp.),
a Delaware corporation 13-4271875
whose principal business address is located at 75 Rockefeller Plaza, New York,
NY 10019 ("Corp"); and


 


(2)           PAUL-RENE ALBERTINI of 83 Baker Street, London ("PRA").


 


RECITALS:


 


(A)                              On or after 1
October 2004, Corp and PRA entered into a Restricted Stock Award
Agreement, a copy of which is annexed to this Deed.


 


(B)                                The parties
wish to vary the Restricted Stock Award Agreement as provided in this Deed.


 


OPERATIVE PROVISIONS


 


1.                                       INTERPRETATION


 


Words and expressions
defined in the Restricted Stock Award Agreement shall (save where expressed to
the contrary) have the same meanings in this Deed of Variation.


 


2.                                       VARIATION
OF RESTRICTED STOCK AWARD AGREEMENT


 


The Restricted Stock Award
Agreement shall be and is hereby varied with immediate effect such that Clause
2 (Vesting) Sub-paragraph (a) shall be deleted and replaced as follows:


 


"Service-Based Restricted
Stock.   Except as otherwise provided in this Agreement,
one-third of the Restricted Shares (the "Service-Based Restricted Stock"),
shall vest and become non-forfeitable in four equal instalments on the day
prior to, with respect to the first two instalments, each of the first and
second anniversaries of the Effective Date and, with respect to the third instalment,
the day falling three months prior to the third anniversary of the Effective
Date and, with respect to the fourth instalment, the fourth anniversary of the
Effective Date provided that the Executive remains employed with the Company on
each such date, such that one hundred percent (100%) of the Service-Based
Restricted Stock shall be vested and non-forfeitable on the day prior to the
fourth anniversary of the Effective Date; provided that any unvested
Service-Based Restricted Stock shall become vested and non-forfeitable upon a
termination of the Executive's employment with the Company (A) due to his
death, (B) by the Company due to his Disability or without Cause or (C) by the
Executive for Good Reason, in each case on or after a "Change in
Control" (as defined
in Section 2(b)(iii)(6)) or, in the case of a termination by the Company
without Cause or a termination by the Executive for Good Reason, in
anticipation of a Change in Control (a termination described in the foregoing
proviso being referred to hereinafter as a "CIC Termination")."


 


3.                                       GENERAL


 


3.1                                 Except as amended by this Deed of
Variation, the Restricted Stock Award Agreement remains in full force and
effect in accordance with its terms.


 


3.2                                 This Deed of Variation may be executed by
the different parties using separate documents in the same form.


 


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3.3                                 This Deed shall be governed by and construed
in accordance with English law. Each of the parties hereby irrevocably submits
to the exclusive jurisdiction of the English courts in respect of any matter
arising from or in connection with this Deed.


 


IN
WITNESS of which
this Deed has been executed on the date above.


 


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  EXECUTED as a DEED by Warner Music Group Corp.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  acting by Paul Robinson

  	
  )

  	
  /s/ Paul Robinson

  
	
   

  	
   

  	
   

  
	
  acting under the authority of Warner Music Group
  Corp.

  	
  )

  	
   

  



 


 


 


 


 


 


	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Paul-Rene Albertini

  	
  )

  	
  /s/ Paul-Rene Albertini

  



 


 


 


	
  Signature of witness:

  	
  /s/ Adrienne Brown

  
	
   

  	
   

  
	
  Name of witness:

  	
  Adrienne Brown

  
	
   

  	
   

  
	
  Address of witness:

  	
  5 Mariners Terrace, Shore Road 

  
	
   

  	
  Bosham, Sussex PO18 8JA

  
	
   

  	
   

  
	
  Occupation of witness:

  	
  Personal Assistant

  



 


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