EXHIBIT 10(a)
XXXXX X. XXXXXXX
President and
Chief Executive Officer
(000) 000-0000
November 29, 1997
Mr. Xxxxx Xxxx
00000 Xxxxxxxx Xxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xxxxx:
On behalf of InterTAN, Inc. (the "Company"), I am hereby offering to you the
full-time position of President and Chief Operating Officer of the Company.
Your compensation and benefits will be as described below and will not be
subject to adjustment until July 1, 1998 at the earliest. You agree to devote
your primary working time, skill, attention and best efforts to the business of
the Company as President and Chief Operating Officer at the Company's Fort
Worth, Texas office or in such other similar executive position or office as the
Company's Chief Executive Officer may designate. All annual amounts are subject
to pro rata adjustment to your start date, which is expected to be at the
earliest possible date.
BASE SALARY: During the term hereof, at least $275,000 per year,
payable in 26 equal bi-weekly amounts in accordance with
the Company's normal payroll procedures.
BONUS: Your bonus base will be $125,000. Your bonus base in
FY1998 may be subject to change, either up or down,
depending upon and corresponding to the Company's actual
operating performance as compared to the FY1998 Company
budget. While your FY1998 bonus will be subject to pro
rata adjustment, it will not in any event be less than
$25,000. The bonus payable for fiscal 1999 and beyond
will vary reflecting a predetermined formula approved by
the Board of Directors annually, in advance. You will
also be entitled to such other bonuses, if any, as the
Board of Directors of the Company may determine to pay at
its sole discretion.
Page 2
Xx. Xxxx
November 29, 1997
STOCK OPTIONS: As of the start date of your employment with the Company,
you will be granted an option to purchase 60,000 shares
of Company common stock under the InterTAN, Inc. 1996
Stock Option Plan. The exercise price will be the fair
market value of the stock (i.e., NYSE closing price) on
the date of grant. You will be entitled to future grants
of stock options as determined from time to time by the
Board of Directors.
SEVERANCE BENEFITS: Your employment with the Company shall be "at will" and
the Company shall have the right to terminate your
employment at any time.
(a) If your employment with the Company is terminated
for "gross misconduct", then such termination shall
become effective immediately. The Company shall have
only those rights or obligations which may have
accrued prior to such termination. You shall be
entitled to all earned and unpaid salary to the date
of termination as well as all other benefits which
may be due you pursuant to and subject to any of the
Company's health or employee benefit plans in which
you are a participant. "Gross misconduct" for
purposes of this letter shall mean that you have
been convicted of, or have pleaded nolo contendere
---------------
or entered into any other plea arrangement relating
to a felony, whether or not related to the Company's
business, or you were guilty of reckless or willful
misconduct in the performance of your duties
hereunder. The Company's right to terminate your
employment shall be in addition to any other rights
it may have against you.
(b) If your employment with the Company is terminated
for any reason other than your voluntary resignation
from the Company, your "gross misconduct", or your
death or disability, you shall be entitled to
receive severance benefits from the Company in an
amount equal to twelve (12) months of your then
current base salary and the bonus which would be
payable under your then current plan formula, such
aggregate amount to be paid out equally over the
twelve (12) month period following your employment
termination date.
Page 3
Xx. Xxxx
November 29, 1997
CHANGE OF CONTROL: The Company's 1996 Stock Option Plan and its Deferred
Compensation Plan contain "change of control" provisions,
each as separately defined in the respective plans. In
the event you are employed by the Company at the time a
defined "change of control" of the Company occurs under
either or both plans, your options and salary
continuation shall be subject to treatment as set forth
in each such plan.
DEFERRED
COMPENSATION PLAN: You will be designated as a "Participant" in the
Company's DCP and your "Plan Benefit Amount" will be set
at $2,000,000 and will be subject to and payable in
accordance with the terms of the DCP.
CAR ALLOWANCE: $9,000 per year, payable in 26 equal bi-weekly amounts as
part of your regular paycheck.
RELOCATION COSTS: The Company will reimburse you for all reasonable moving
expenses related to your family's move to the Dallas/Fort
Worth, Texas area. The Company will also pay or reimburse
you for customary commissions and fees associated with
the sale of your current home. The usual Company house
purchase arrangement is available to you if you wish to
have the Company purchase your current home. If
necessary, the Company will buy your home for the lesser
of the actual purchase price you paid or the lowest of up
to three current appraisals of your home. If you decide
to sell your current home yourself, the Company will pay
your current monthly mortgage payment (principal,
interest, taxes and insurance) for up to six (6) months
from the start date of your employment with the Company
(provided you and your family have moved to the Fort
Worth area) or until the closing of escrow on the sale of
your current home, whichever comes first.
STOCK PURCHASE PLAN: Voluntary contributions up to 10% of Base Salary; Company
will match employee contributions pursuant to existing
SPP formula (initially 40%). Existing SPP terms will
apply if you elect to participate.
401(k) PLAN: You will be entitled to participate in this plan to the
same extent as the other members of the Company's
executive management in accordance with the plan's terms.
Page 4
Xx. Xxxx
November 29, 1997
INSURANCE: You will be entitled to participate in the Company's
major medical and dental insurance plans in accordance
with their respective terms. You will be provided life
insurance (3x annual base salary) and long-term
disability insurance. The Company will pay the same
proportion of your total premium for each type of
insurance as provided to other members of executive
management.
VACATION: Three weeks paid vacation per calendar year. No carry
over of unused vacation time.
If the foregoing accurately sets forth our understanding, please acknowledge
below.
Sincerely,
INTERTAN, INC.
/s/XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President and
Chief Executive Officer
Acknowledged and Accepted
November 29, 1997
--
/s/XXXXX XXXX
--------------------------
Xxxxx Xxxx
