**Exhibit 10.79**

 

**AMENDMENT NO. 2**

**TO THE EMPLOYMENT AGREEMENT BETWEEN**

**VARI-LITE INTERNATIONAL, INC. AND H.R.BRUTSCHÉ III**

 

This Amendment No. 2 to theEmployment Agreement, dated as of June 30, 2002, is by and between Vari-LiteInternational, Inc. (the “Company”) and H.R. Brutsché III (the “Executive”).

 

# W I T N E S S E T H:

 

WHEREAS, the Company (formerlyknown as Vari-Lite Holdings, Inc.) and the Executive entered into that certainEmployment Agreement, dated as of July 1, 1995, as amended by Amendment No. 1to the Employment Agreement, dated August 11, 1997 (as amended, the “EmploymentAgreement”); and

 

WHEREAS, the Company hassuffered a decline in its financial performance and management and the Board ofDirectors of the Company have made recommendations for reducing expenses of theCompany in order to improve the Company’s financial performance; and

 

WHEREAS, the CompensationCommittee of the Board of Directors of the Company (the “CompensationCommittee”) has determined that it is in the best financial interest of theCompany to amend the Agreement to reduce the “Base Salary” payable thereunderto $375,000; and

 

WHEREAS, the Executive is asignificant stockholder of the Company and agrees that it is in the bestfinancial interest of the Company to agree to the reduction in Base Salaryproposed by the Compensation Committee; and

 

WHEREAS, the Company and theExecutive have agreed that it is in the best interest of the Company to enterinto (a) the Termination of Split Dollar Life Insurance Agreement, dated as ofeven date herewith, by and between the Company and Executive, (b) theTermination of Amended and Restated Split Dollar Life Insurance Agreement datedas of even date herewith, by and between the Company and Executive, and (c) theDeferred Compensation Termination Agreement, dated as of even date herewith, byand between the Company and Executive;

 

NOW, THEREFORE, inconsideration of the foregoing and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree, effective as of the date hereof:

 

# 1.             The Executive’s Base Salary is hereby reduced from$507,000 to $375,000.

 

# 2.             The first sentence of Section 5(a) of the Agreement is hereby amended to read in its entiretyas follows:

 

“(a)                            BASESALARY.  The Company shall pay theExecutive an annual salary of $375,000 (the “Base Salary”).”

 

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3.             Sections 5(d) and 5(h) of theEmployment Agreement are hereby deleted in their entirety.

 

4.             Except as amended hereby, theEmployment Agreement shall remain in full force and effect in accordance withits terms.

 

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date firstabove written.

 

 
|   | VARI-LITE  INTERNATIONAL, INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   |
|   |                           | T. Clay  Powers, President |
|   |                           |
|   |                           |
|   | H. R.  Brutsché III       |

 

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