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EXHIBIT 10.17
AGREEMENT
This Agreement is entered into as of June 3, 1999, between The Good Guys, Inc.,
a Delaware corporation (the "Company"), and (the "Employee").
RECITALS
1. The Employee is currently employed by the Company.
2. The Company desires to provide the Employee with certain benefits should the
Employee's employment by the Company terminate under certain circumstances
following the date hereof.
NOW THEREFORE, the parties hereby agree as follows:
Definitions. For the purpose of this Agreement, the following terms shall have
the meanings set forth below:
2.1 "Cause" shall mean the following:
(a) The Employee's willful misconduct or the Employee's
commission of an act of fraud, misappropriation,
harassment, or dishonesty;
(b) The Employee's commission of any felony; or
(c) The habitual neglect by the Employee of the
Employee's duties on behalf of the Company, after
having been given reasonable notice of such neglect.
2.2 "Disability" shall mean the inability of the
Employee, for a period of four consecutive months
during any 12-month period, to perform the Employee's
responsibilities incident to the Employee's
employment, as determined by a physician selected by
the Company and reasonably acceptable to the
Employee.
2.3 "Good Reason" includes any of the following:
(a) A material diminution in the Employee's duties from
the duties of the Employee immediately prior to the
date hereof;
(b) A reduction in the Employee's base annual salary, as
in effect immediately prior to the date hereof; or
(c) The Employee's relocation to a worksite requiring an
increase in a one-way commute from Employee's
residence of more than 35 miles.
3. Term of Agreement. This Agreement shall be effective as of the date first
written above and shall terminate at the end of the day on June 30, 2001.
4. Severance Compensation. If prior to July 1, 2001, (i) the Company terminates
the Employee's employment without Cause, other than a termination by reason of
death or Disability, or (ii) the Employee terminates the Employee's employment
with the Company for Good Reason, Employee shall be
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entitled to the following payments and benefits (subject only to the Employee
then releasing the Company from any claims, statutory or otherwise, that the
Employee may have):
(a) The Company shall pay the Employee an amount equal to
the Employee's annual base salary in effect
immediately prior to such termination, payable in a
lump sum in cash within 10 days of the date of any
such termination.
(b) For the 12 months immediately following any such
termination, the Company shall pay the cost of
continuation of existing disability and life
insurance for the Employee. The Company shall also
pay during such 12 month period the cost of
continuing the Employee's medical coverage under the
provisions of COBRA, subject to the Employee's paying
the prevailing associate rate towards that coverage.
Employee's entitlement to benefits under this
subparagraph (c) shall terminate upon the Employee's
taking new employment; Employee agrees to promptly
notify the Company of any such new employment.
(c) The Company shall pay up to $12,000 for outplacement
services for Employee and the Employee shall be
entitled to keep the laptop computer presently in the
Employee's possession.
5. Other Benefits. Neither this Agreement nor the compensation provided for
herein shall result in the reduction of any amounts otherwise payable to the
Employee under the terms of any existing benefit plans of the Company or affect
the Employee's entitlement to any benefits that have accrued and are owing to
Employee as of the time of termination of the Employee's employment.
6. Employment Status. This Agreement does not constitute a contract of
employment or impose on the Company any obligation to retain the Employee as an
employee.
7. Withholding. Compensation to the Employee under this Agreement shall be
reduced by all federal, state, local and other withholdings or similar taxes as
required by applicable law.
8. Entire Agreement: Modifications. This Agreement is the entire agreement
between the parties with respect to severance pay and supersedes all prior
agreements to the extent of any provisions therein relating to severance pay,
and may be amended, modified, superseded or canceled, or its terms waived, only
by a written instrument executed by each party or, in the case of a waiver, by
the party waiving compliance.
9. Benefit. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto.
10. Applicable Law. This Agreement shall be construed under and governed by the
laws of the State of California without regard or reference to the rules of
conflicts of law that would require the application of the laws of any other
jurisdiction.
11. Attorneys Fees. In the event of any dispute hereunder, the prevailing party
shall be entitled to reasonable attorney's fees.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Dated:
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Employee/Title
Dated:
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Xxxxxx X. Xxxxx, President and
Chief Executive Officer
For The Good Guys! Inc.
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