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EXHIBIT 10.16
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), made and entered into
this 2nd day of June, 1999, by and between The Good Guys, Inc., a Delaware
corporation ("COMPANY"), and Xxxxxx X. Xxxxxxx, a resident of Texas
("EXECUTIVE").
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, Company hereby agrees to employ Executive and
Executive hereby accepts such employment upon the terms and conditions
hereinafter set forth:
STATEMENT OF AGREEMENT
1. DUTIES OF EXECUTIVE.
A. CHAIRMAN AND CHIEF EXECUTIVE OFFICER. EXECUTIVE AGREES THAT DURING THE
TERM OF THIS AGREEMENT, HE WILL DEVOTE SUBSTANTIALLY ALL OF HIS
BUSINESS-RELATED TIME TO THE BUSINESSES OF COMPANY IN THE CAPACITY OF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER. IN SUCH CAPACITY, EXECUTIVE SHALL
REPORT DIRECTLY TO THE BOARD OF DIRECTORS.
B. BOARD OF DIRECTORS. ON OR BEFORE JULY 1, 1999, COMPANY WILL CAUSE
EXECUTIVE TO BE APPOINTED TO COMPANY'S BOARD OF DIRECTORS.
2. COMPENSATION.
(a) BASE SALARY. COMPANY SHALL PAY EXECUTIVE AN ANNUAL BASE SALARY OF
NOT LESS THAN FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) PER ANNUM AS
DETERMINED BY COMPANY'S BOARD OF DIRECTORS ("Annual Base Salary").
(b) ANNUAL CASH INCENTIVE BONUS. IN ADDITION TO HIS BASE SALARY,
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE FROM COMPANY AN ANNUAL INCENTIVE BONUS
("Annual Incentive Bonus"), PAYABLE IN CASH WITHIN 90 DAYS FOLLOWING THE END OF
SUCH FISCAL YEAR, IN AN AMOUNT OF UP TO 100% OF EXECUTIVE'S ANNUAL BASE SALARY
AS REASONABLY DETERMINED BY THE BOARD OF DIRECTORS.
3. BENEFITS.
(a) GENERALLY. EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN OR RECEIVE
BENEFITS UNDER ANY AND ALL EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS MADE
AVAILABLE BY COMPANY AT ANY TIME AND FROM TIME TO TIME DURING THE TERM OF THIS
AGREEMENT TO ANY OF ITS EXECUTIVE OFFICERS AND KEY MANAGEMENT PERSONNEL, SUBJECT
TO AND ON A BASIS CONSISTENT WITH THE TERMS, CONDITIONS AND OVERALL
ADMINISTRATION OF SUCH PLANS OR ARRANGEMENTS.
(b) RELOCATION EXPENSES. SHOULD COMPANY ELECT TO REQUIRE EXECUTIVE TO
RELOCATE PURSUANT TO SECTION 4 OF THIS AGREEMENT, COMPANY SHALL REIMBURSE
EXECUTIVE AND MEMBERS OF HIS IMMEDIATE FAMILY FOR ALL REASONABLE COSTS
ASSOCIATED WITH THEIR RELOCATION TO THE GREATER
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SAN FRANCISCO BAY AREA FROM DALLAS, TEXAS, INCLUDING ANY CUSTOMARY REAL ESTATE
COMMISSIONS ASSOCIATED WITH THE SALE OF EXECUTIVE'S HOME.
(d) VACATIONS. EXECUTIVE SHALL BE ENTITLED TO NOT LESS THAN FOUR WEEKS
PAID VACATION DURING EACH CALENDAR YEAR.
(e) REIMBURSEMENT OF EXPENSES. COMPANY SHALL REIMBURSE EXECUTIVE, UPON
PRESENTATION OF RECEIPTS OR OTHER ADEQUATE DOCUMENTATION, FOR ALL NECESSARY AND
REASONABLE BUSINESS EXPENSES INCURRED BY EXECUTIVE IN THE COURSE OF RENDERING
SERVICES TO COMPANY UNDER THIS AGREEMENT, INCLUDING THE COST OF EXECUTIVE'S
TRAVEL BETWEEN DALLAS AND SAN FRANCISCO.
4. RELOCATION. AT ANY TIME AFTER JANUARY 1, 2000 THE COMPANY MAY
REQUIRE EXECUTIVE TO RELOCATE HIS RESIDENCE FROM DALLAS TO THE SAN FRANCISCO BAY
AREA UPON SUCH TIMETABLE AS EXECUTIVE AND THE BOARD SHALL AGREE.
5. Termination. The employment relationship between Executive and
Company created hereunder shall be an at-will relationship. Either Executive or
Company may terminate this Agreement upon thirty days' written notice to the
other for any reason whatsoever.
6. COMPANY POLICIES. FOR THE CONVENIENCE OF COMPANY, EXECUTIVE SHALL BE
ENTITLED TO USE A COMPANY APARTMENT IN THE SAN FRANCISCO BAY AREA, IN COMPLIANCE
WITH COMPANY'S POLICIES RELATED TO ITS USE.
7. SEVERABILITY AND REFORMATION. IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAW, SUCH
PROVISION SHALL BE FULLY SEVERABLE, AND THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED AS IF SUCH ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION WERE NEVER A
PART HEREOF, AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT
AND SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OR
BY ITS SEVERANCE.
8. INTEGRATED AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF,
AND THERE ARE NO AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES OTHER THAN
THOSE SET FORTH HEREIN OR HEREIN PROVIDED FOR.
9. WAIVER. NO WAIVER OF ANY RIGHT UNDER THIS AGREEMENT SHALL BE DEEMED
EFFECTIVE UNLESS THE SAME IS SET FORTH IN WRITING AND SIGNED BY THE PARTY GIVING
SUCH WAIVER.
10. Headings. The headings used in this Agreement are used for
reference purposes only and do not constitute substantive matter to be
considered in construing the terms of this Agreement.
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11. NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN IF DELIVERED PERSONALLY, MAILED BY CERTIFIED MAIL (RETURN RECEIPT
REQUESTED) OR SENT BY OVERNIGHT DELIVERY SERVICE OR FACSIMILE TRANSMISSION (WITH
ELECTRONIC CONFIRMATION OF SUCCESSFUL TRANSMISSION) TO THE PARTIES AT THE
FOLLOWING ADDRESSES OR AT SUCH OTHER ADDRESSES AS SHALL BE SPECIFIED BY THE
PARTIES BY LIKE NOTICE:
(a) If to Company: The Good Guys, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
(b) If to Executive: Xxxxxx Xxxxxxx
0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Notice so given shall, in the case of mail, be deemed to be given and
received on the fourth calendar day after posting, in the case overnight
delivery service, on the date of actual delivery and, in the case of facsimile
transmission, telex or personal delivery, on the date of actual transmission or,
as the case may be, personal delivery.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
CALIFORNIA.
13. ASSIGNMENT. THIS AGREEMENT IS PERSONAL TO EXECUTIVE AND MAY NOT BE
ASSIGNED IN ANY WAY BY EXECUTIVE WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE OR DELEGABLE BY COMPANY.
14. ACKNOWLEDGEMENT. COMPANY ACKNOWLEDGES THAT EXECUTIVE WILL DEVOTE A
PORTION OF HIS PROFESSIONAL AND BUSINESS-RELATED TIME, TO OTHER BUSINESS
ACTIVITIES, PROVIDED THAT SUCH ACTIVITIES SHALL NOT MATERIALLY INTERFERE WITH
THE PERFORMANCE BY EXECUTIVE OF HIS DUTIES HEREUNDER.
15. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH WILL TAKE EFFECT AS AN ORIGINAL AND ALL OF WHICH SHALL EVIDENCE ONE AND
THE SAME AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates stated below.
THE GOOD GUYS, INC.
Dated: By:
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Name:
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Title:
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EXECUTIVE:
Dated:
Xxxxxx X. Xxxxxxx
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