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Exhibit 10(t)
SUN TELEVISION & APPLIANCES, INC.
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into as of this 22nd
day of October, 1997 between Sun Television & Appliances, Inc. ("Company"),
and Xxxxxx Xxx ("Employee").
The Company and the Employee desire that Employee's severance
arrangement with the Company be subject to the terms and conditions as stated
herein and agree as follows.
1. In the event that Employee's employment is terminated
by Company other than for Good Cause within 90 days following a
Triggering Event, the Company shall pay Employee the Severance Benefit
in the manner described in Section 2. For purposes of this Agreement,
the capitalized terms shall have the following definitions:
(a) "Good Cause" shall mean one or more of the
following grounds:
(i) commission of an act of dishonesty,
including, but not limited to
misappropriation of funds or any
property of the Company;
(ii) engagement in activities or conduct
injurious to the best interests or
reputation of the Company;
(iii) refusal to perform or negligence in
performing assigned duties and
responsibilities;
(iv) insubordination;
(v) the clear violation of any terms or
conditions of any written agreement
or agreements the Employee may from
time to time have with the Company;
(vi) the Employee's dependence, as
determined by the Company, on
alcohol, or any narcotic drug or any
controlled or illegal substance; or
(vii) commission of a crime which is a
felony, a misdemeanor involving an
act of moral turpitude, or a
misdemeanor committed in connection
with his employment by the Company
which causes the Company a
detriment.
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(b) "Severance Benefit" shall mean an amount
equal to the annual compensation that would be paid to
Employee based on the base rate of compensation paid to
Employee on the day immediately prior to the Triggering Event.
(c) "Triggering Event" shall mean:
(i) the Company shall sell all or
substantially all of the assets of
the Company;
(ii) the Company shall participate in a
merger, reorganization,
consolidation or similar business
combination with a "person" (as such
term is used in Section 13(d) and
14(d) of the Securities Exchange Act
of 1934, as amended) or affiliate
thereof, other than a merger,
consolidation of business
combination which would result in
the outstanding common stock of the
Company immediately prior thereto
continuing to represent either by
remaining outstanding or by being
converted in the common stock of the
surviving entity or a parent or an
affiliate thereof, at least 50% of
the outstanding common stock of the
Company or such surviving entity or
parent or affiliate thereof
outstanding immediately after such
merger, consolidation, or business
combination;
(iii) a plan of complete liquidation of
the Company; or
(iv) the occurrence of any other event or
circumstance which is not covered by
(i), (ii) or (iii) above which the
Board determines effects the control
of the business of the Company and,
in order to implement the purposes
of this agreement as set forth
above, adopts a resolution that such
event or circumstance constitutes a
Triggering Event for purposes of
this Agreement.
2. Except to the extent provided below in Section 3, the
Severance Benefit shall be paid to Employee in 12 equal monthly
payments due on the first day of the month beginning with the month
following the termination of Employee's employment and continuing for
the next 11 consecutive months.
3. In the event Employee obtains employment with another
employer within the twelve months period during which the Severance
Benefit is being paid, the benefits provided under this Agreement shall
cease on the date that such employment commences; provided, however,
that in no event will the payments provided pursuant to this agreement
cease prior to the payment to Employee of six monthly payments
(one-half of the Severance Benefit).
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4. Employee agrees to voluntarily resign his employment
with the Company at the request of Company upon the happening of a
Triggering Event and provide for an orderly transfer of duties and
programs.
5. Employee acknowledges that the benefits described in
this Agreement include benefits to which he is not otherwise entitled
to receive by virtue of his employment with Company, and in
consideration of receiving these benefits, employee agrees to waive any
claim which he may have to any other benefits to which he would be
otherwise entitled to receive by virtue of employment except claims
for:
(i) benefits under COBRA;
(ii) dental, medical, life insurance and
retirement benefits to the extent that
entitlement to such benefits survives
employee's termination of employment; and
(iii) unemployment benefits.
6. It is understood that this Agreement contains the
entire Agreement between the parties. It is further understood that
this agreement is mutually and voluntarily entered into to accommodate
the wishes and desires of each party. No modification of this
agreement, shall be effective unless it is in writing duly executed by
both parties.
7. This agreement shall be governed by and interpreted
in accordance with the laws of the State of Ohio and shall inure to the
benefit of and be binding upon the Company and its successors and
assigns. Any action to challenge, interpret and enforce the terms of
this agreement shall be brought in a court of general jurisdiction in
the State of Ohio.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 22nd
day of October, 1997.
/s/ XXXXXX XXX
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Xxxxxx Xxx
Xxx Television & Appliances, Inc.
/s/ X. XXXXXX XXXX
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By: X. Xxxxxx Xxxx
Its:Chairman
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