**Exhibit 10.80**

** **

**ASSIGNMENT AND ASSUMPTION AGREEMENT**

**OF AMENDED AND RESTATED SPLIT-DOLLAR LIFEINSURANCE**

 

This Assignment and Assumption Agreement ofAmended and Restated Split-Dollar Life Insurance, dated as of June 30, 2002, isby and between Vari-Lite International, Inc. (the “Company”), Brown BrothersHarriman Trust Company of Texas, trustee of the Harry R. Brutsché III InsuranceTrust, dated October 6, 1995 (the “Owner”), and Harry R. Brutsché III (the“Director”).

 

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

 

WHEREAS, the Company (formerly known asVari-Lite Holdings, Inc.), the Owner, and the Director entered into thatcertain Amended and Restated Split-Dollar Life Insurance Agreement, dated as ofOctober 12, 1995 (the “Split-Dollar Agreement”); and

 

WHEREAS, the Owner is the owner of thatcertain Whole Life Policy with Supplemental Insurance Option, Policy Number8592771 (the “Policy”), issued by Massachusetts Mutual Life Insurance Company(the “Insurer”) to Director, acquired pursuant to the terms of the Split-DollarAgreement; and

 

WHEREAS, the Policy is assigned to theCompany pursuant to that certain Assignment of Life Insurance Policy asCollateral, dated October 12, 1995 by and between the Company and the Owner(the “Collateral Assignment”) as security for the repayment of the amountswhich the Company made on the premiums due on the Policy on behalf of theOwner; and

 

WHEREAS, the Company has suffered a declinein its financial performance and management and the Board of Directors of theCompany have reviewed and made recommendations for reducing expenses of theCompany in order to improve the Company’s financial performance; and

 

WHEREAS, the Compensation Committee of theBoard of Directors of the Company (the “Compensation Committee”) has determinedthat it is in the best financial interest of the Company to assign all of theCompany’s rights, obligations, duties and liabilities under the Split-DollarAgreement accruing after the date hereof to the Director; and

 

WHEREAS, the Director is a significantstockholder of the Company and agrees that it is in the best financial interestof the Company to assume all of the Company’s rights, obligations, duties andliabilities accruing after the date hereof under the Split-Dollar Agreement;

 

NOW, THEREFORE, in consideration of theforegoing and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, hereby covenant and agree as follows:

 

# 1.                                       Assignment.  The Company hereby assigns, transfers andconveys to Director the Split-Dollar Agreement and all of the Company’s rights,title and interest in, under and to the Split-Dollar Agreement.

 

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# 2.                                       Assumption.  The Director hereby accepts the assignmentof the Split-Dollar Agreement and assumes and agrees to perform, discharge andsatisfy all of the Company’s obligations, duties and liabilities accruing underthe Split-Dollar Agreement, including, but not limited to, the obligation topay to the Insurer the annual premium for the Policy (it being understood thatDirector shall not have any obligation to perform, discharge or satisfy anyobligations, duties or liabilities of the Company arising or accruing on orbefore the date of this Assignment).

 

# 3.                                       Terminationof Collateral Assignment.  The CollateralAssignment is hereby released and shall be of no further force or effect.

 

# 4.                                       FurtherAssurance.  The Company and Directorhereby agree to execute any and all further documents and to take any and allfurther actions as either of them may reasonably request in order to effectuatefully the provisions of this Agreement.

 

# 5.                                       EntireAgreement.  This Agreementrepresents the entire agreement between the Company and Director concerning thesubject matter hereof and supersedes all prior agreements or understandings,written or oral, with respect thereto.

 

# 6.                                       ApplicableLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State ofTexas.  The parties acknowledge andagree that this Agreement and the obligations and undertakings of the partieshereunder will be performable in Dallas, Dallas County, Texas.

 

# 7.                                       Counterparts.  This Agreement may be executed incounterparts, each of which shall constitute an original, but all of whichshall constitute one agreement.

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date first above written.

 

 
|   | VARI-LITE  INTERNATIONAL, INC.                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                    |
|   | By:                                                                                                                                     |   |
|   |                                                                                                                                    | T. Clay  Powers, President |
|   |                                                                                                                                    |
|   |                                                                                                                                    |
|   | BROWN  BROTHERS HARRIMAN  TRUST COMPANY OF TEXAS, as trustee  of the Harry R. Brutsché III Insurance Trust,  dated October 6, 1995 |
|   |                                                                                                                                    |
|   |                                                                                                                                    |
|   | By:                                                                                                                                     |   |
|   | Name:                                                                                                                                   |   |
|   | Title:                                                                                                                                  |   |
|   |                                                                                                                                    |
|   |                                                                                                                                    |
|   | Harry R.  Brutsché III                                                                                                             |
|        |                                                                                                                                         |  |  |  |  |

 

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**Amended and Restated Split-Dollar LifeInsurance Agreement**

 
| Insurer:         |   | Massachusetts  Mutual Life Insurance Company                                                                                          |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                  |
| Policy:          |   | Whole Life  Policy with Supplemental Insurance Option, Policy Number 8592771                                                          |
|             |   |                                                                                                                                  |
| Insured:         |   | Harry R.  Brutsché III                                                                                                           |
|             |   |                                                                                                                                  |
| Owner:           |   | Brown  Brothers Harriman Trust Company of Texas, as Trustee of the Harry R. Brutsché  III Insurance Trust, dated October 6, 1995 |
|             |   |                                                                                                                                  |
| Employer:        |   | Vari-Lite  International, Inc. (formerly Vari-Lite Holdings, Inc.)                                                                    |
|             |   |                                                                                                                                  |
| Effective  Date: |   | December 12,  1990                                                                                                                    |

 

 

This Assignment and Assumption Agreement of Split-Dollar Life Insurancewas recorded by Insurer on                           ,2002.

 

 
|   | MASSACHUSETTS  MUTUAL LIFE   INSURANCE COMPANY |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            |   |
|   | Name:                                          |   |
|   | Title:                                         |   |
|        |                                                |  |  |  |

 

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