EXHIBIT 10.12
Consulting Agreement between Xxxxxxx X. Xxxx
and M.G.A., Inc.
December 12, 1996
Xxxxxxx X. Xxxx
000 Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
RE: Retirement and Consulting Agreement
Dear Xxxx:
This letter sets forth my understanding of the consulting arrangement which we
have discussed, and upon execution by you, it shall serve as a binding agreement
between Movie Gallery, Inc., (the "Company") and you. In connection with your
retirement as an officer of the Company, the Company desires to engage your
services as a consultant to the Executive Committee, in accordance with the
following terms:
1. You agree to make yourself available to consult with the Executive
Committee (and the individual members thereof) on a first-call basis,
as and when needed.
2. In consideration of the consulting services to be performed by you
during the term of this Agreement, the Company shall pay you a
consulting fee of $60,000 per year, payable in equal successive
bi-weekly payments, due on the Company's normal payroll payment dates.
3. The term of this consulting agreement shall be two (2) years,
commencing January 1, 1997.
4. You shall continue to serve as Vice Chairman of the Board of
Directors of the Company, subject to annual election; however, you
shall function as an outside director, and as such you shall receive
the same director's fees as the other outside directors of the Company.
5. The Company shall continue to maintain your family health insurance
coverage and you shall continue to have the use of your Company credit
card, both to the same extent (if any) as the Executive Officers of the
Company.
6. During the term of this Agreement, you agree to maintain your
principal residence in Dothan, Alabama.
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Xx. Xxxx
December 12, 1996
Page Two
7. This Agreement shall be binding upon the Company, its successors
and/or assigns.
8. This Agreement shall immediately terminate upon your death or
permanent disability. For purposes of this Agreement, you shall be
deemed to be permanently disabled in the event that you are unable, due
to mental or physical disability, to perform services under this
Agreement for a continuous period of more than ninety (90) days.
9. You shall have the right to terminate this Agreement upon thirty
(30) days written notice to the Executive Committee.
10. In the event that you fail to comply with the terms of this
Agreement for any reason other than death or mental or physical
disability, then this Agreement shall terminate upon thirty (30) days
written notice to you.
If you are in agreement with the above, please execute this letter in duplicate
in the space provided below and return one original to me.
Sincerely,
/s/ X. X. Xxxxxxx
X. X. Xxxxxxx
JTM/mw
AGREED TO AND ACKNOWLEDGED THIS
12th DAY OF DECEMBER, 1996.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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