EXHIBIT 10(d)
Xxxxx X. Xxxxxxxxx
Executive Vice-President
Chief Financial Officer
(000) 000-0000
Via Facsimile 905/821-6500
--------------------------
February 23, 1999
Xx. Xxxxxxx X. Xxxxx
000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx X0X 0X0
Dear Xxxx:
On behalf of InterTAN, Inc. (the "Company"), I am hereby offering to you the
full-time position of Vice-President, Secretary and General Counsel of the
Company. Your compensation and benefits will be as described below. Please
note that your base salary and bonus will not be subject to adjustment until
July 1, 2000 at the earliest. You agree to devote your primary working time,
skill, attention and best efforts to the business of the Company at the
Company's Concord, Ontario office or in such other similar executive position or
office as the Company's Chief Executive Officer and/or Executive Vice-President
may designate. All annual amounts are subject to pro rata adjustment to your
start date, which is expected to be between March 22 and 29, 1999. All dollar
amounts are in Canadian dollars.
Base Salary: During the term hereof, $122,000 per year, payable in 26 equal
bi-weekly amounts in accordance with the Company's normal payroll
procedures.
Bonus: Your bonus base will be $35,000. Your bonus base in FY1999 is
subject to change, either up or down, based upon a formula
reflecting the weighted average of the operating performance of
each of the Company's operating subsidiaries except in the U.K.
in Fiscal 1999. The bonus payable for fiscal 2001 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.
Stock Options: As of the start date of your employment with the Company,
you will be granted an option to purchase 5,000 shares of
the Company's 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 the grant. You will be entitled to future grants of
stock options as determined from time to time by the Board
of Directors.
Severance Benefits: If your employment with the Company is terminated for any
reason other than your voluntary resignation from the
Company, for "cause", or your death or disability, you
shall be entitled to receive severance benefits from the
Company in an amount equal to six (6) months of your then
current base salary and the bonus base which would actually
be payable under your then current bonus formula. "Cause"
shall, for purpose of this letter, have such meaning as
commonly recognized under the employment laws of the
Province of Ontario.
Deferred
Compensation
Plan: Based upon your performance, and at the discretion of the
Board, after one year of full-time employment with the
Company you will be eligible to be designated as a
"Participant" in the Company's DCP. Provided your
performance is, in my discretion, acceptable, I will submit
your name to the Board of Directors for approval as a DCP
Participant and your "Plan Benefit Amount" will be set at
such amount as the Board shall approve and will be subject
to and payable in accordance with the terms of the DCP.
Car Allowance: $8,000 per year, payable in 26 equal bi-weekly amounts as
part of your regular paycheck.
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 (see enclosed booklet).
Group RRSP: 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, once it is
established.
Insurance: You will be entitled to participate in the Company's various
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 and indicate your acceptance via FAX to (000) 000-0000 by the close of
business today.
Sincerely,
INTERTAN, INC.
/s/ Xxxxx X. Xxxxxxxxx
________________________
Xxxxx X. Xxxxxxxxx
Executive Vice-President and
Chief Financial Officer
Acknowledged and Accepted
February 23, 1999
/s/ Xxxxxxx X. Xxxxx
_________________________
Xxxxxxx X. Xxxxx
c.c. ZSA
