TENTH AMENDMENT TO EMPLOYMENT AGREEMENT
TENTH AMENDMENT, dated as of the 1st day of February, 1999, to the
Employment Agreement, dated as of June 30, 1986, by and between SOUND ADVICE,
INC., a Florida corporation (the "Employer"), and XXXXX XXXXXXXX (the
"Employee"), as previously amended by that First Amendment to Employment
Agreement, dated as of May 15, 1989, that Second Amendment to Employment
Agreement, dated as of October 27, 1989, that Third Amendment to Employment
Agreement, dated as of July 1, 1992, that Fourth Amendment to Employment
Agreement, dated as of July 1, 1993, that Fifth Amendment to Employment
Agreement, dated as of July 1, 1994, that Sixth Amendment to Employment
Agreement, dated as of July 1, 1995, that Seventh Amendment to Employment
Agreement, dated as of July 1, 1996, that Eighth Amendment to Employment
Agreement, dated as of March 24, 1997 and that Ninth Amendment to Employment
Agreement, dated as of March 18, 1998 (collectively, the "Agreement").
W I T N E S S E T H:
WHEREAS, the Employee and the Employer mutually desire and each of them
is willing, in accordance with the terms and conditions specifically set forth
below, to amend the Agreement, it being understood by the Employee and the
Employer that all terms and conditions of the Agreement not otherwise modified
by this Tenth Amendment thereto shall remain effective and continue operating in
full force throughout the entire term of the Agreement, as amended.
NOW, THEREFORE, for and in consideration of the covenants and
conditions hereinafter set forth, the parties hereto mutually agree as follows:
1. TERM. Section 2 of the Agreement is hereby amended to provide that
the term of the Agreement is hereby extended for another three years or until
January 31, 2002.
2. BASE COMPENSATION. Section 4(a) of the Agreement is hereby amended
to provide that the Base Compensation of the Employee shall be Four Hundred
Thousand Dollars ($400,000) per year, which amount may be increased or otherwise
modified per such Section 4(a).
3. BONUS. In lieu of any bonus arrangement set forth in Section 4(b) of
the Agreement, the Employee shall be entitled to participate in the Employer's
annual incentive bonus plan and long term incentive stock option program adopted
in December 1994 by the Employer's Board of Directors and the Stock Option
Committee thereof, respectively.
4. TERMINATION OF EMPLOYMENT. Effective as of the date first written
above, Section 7(a) of the Agreement shall be amended by adding thereto the
following subsection 7(a)(v):
"in the sole discretion of the Employer for any reason other than Cause."
5. TERMINATION OF EMPLOYMENT. Effective as of the date first written
above, the final paragraph of Section 7(a) is hereby amended by deleting
therefrom the word "and" immediately preceding clause (c) thereof and adding to
the end thereof the following:
"and (d) Section 7(a)(v) immediately upon notice given by the
Company to the Employee."
6. TERMINATION OF EMPLOYMENT. Effective as of the date first written
above, Section 7(b) of the Agreement is hereby deleted in its entirety and shall
be restated as follows:
"(b) In the event of a termination of the Employee's
employment hereunder, the Employee shall be entitled to the following:
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(i) in the event of a termination pursuant to Section
7(a)(i), the Employee shall be entitled to receive (A) any Base
Compensation and Bonus owed to him hereunder to the Effective Date of
such termination and (B) for a period of one year from the Effective
Date his Base Compensation and thereafter shall not be entitled to any
further compensation, remuneration or perquisites hereunder;
(ii) in the event of a termination pursuant to
Section 7(a)(ii), the Employee shall be entitled to receive (A) any
Base Compensation and Bonus owed to him hereunder to the Effective Date
of such termination and (B) for a period of one year from the Effective
Date (1) his Base Compensation reduced by the sum of all periodic
payments the Employee receives by virtue of his disability (x) pursuant
to any disability policy paid for by the Employer pursuant to Sections
5(a)(iii) or 5(b) hereof and (y) in the form of Florida State
Disability Benefits and/or Social Security Benefits and (2) all of the
perquisites set forth in Sections 5(a)(i), 5(a)(ii), 5(a)(iii) and 5(b)
hereof and thereafter shall not be entitled to any further
compensation, remuneration or perquisites hereunder;
(iii) in the event of a termination pursuant to
Section 7(a)(iii), the Employee shall be entitled to receive any Base
Compensation and Bonus owed to him hereunder to the Effective Date of
such termination and thereafter shall not be entitled to any further
compensation, remuneration or perquisites hereunder;
(iv) In the event of a termination pursuant to
Section 7(a)(iv) hereof, if the Employee remains and continues as an
employee of the Employer until the Effective Date of the Change in
Control unless the Employee is terminated by the Employer prior to the
Effective Date of the Change in Control other than for Cause, the
Employee shall be entitled to receive, in one lump sum payment payable
in full on the Effective Date of the Change in Control (A) any Base
Compensation and Bonus owed to him hereunder to the Effective Date of
such termination and (B) three years Base Compensation plus three times
the amount of the Bonus received by the Employee for the last full
fiscal year prior to the Effective Date of the Change in Control; and
(v) in the event of a termination pursuant to Section
7(a)(v) hereof, the Employee shall be entitled to receive in one lump
sum payment payable in full on the Effective Date (A) any Base
Compensation and Bonus owed to him hereunder to the Effective Date of
such termination and (B) three years Base Compensation plus three times
the amount of the Bonus received by the Employee for the last full
fiscal year prior to the Effective Date and thereafter shall not be
entitled to any further compensation, remuneration or perquisites
hereunder."
For purposes of Section 7(c)(iv) the following
terms will have the meanings set forth below:
(P) A "Change in Control" shall be deemed to have
occurred upon any of the following events: (i) the acquisition in one
or more transactions by any "person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of "beneficial ownership" (within
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the meaning of Rule 13d-2 promulgated under the 0000 Xxx) of fifteen
percent (15%) or more of the combined voting power of the Employer's
then outstanding voting securities (the "Voting Securities"), provided,
however, that for purposes hereof the Voting Securities acquired (by
sale, merger, consolidation or in any other manner) from the Employer
by any person shall be excluded from the determination of such person's
beneficial ownership of Voting Securities (but such Voting Securities
shall be included in the calculation of the total number of Voting
Securities then outstanding); or (ii) the individuals who, as of the
date hereof, are members of the Board of Directors of the Employer (the
"Incumbent Board") cease for any reason to constitute more than
one-half of the Board; provided, however, that, if the election, or
nomination for election by the Employer's shareholders, of any new
director was approved by a vote of more than one-half of the Incumbent
Board, such new director shall, for purposes hereof, be considered as a
member of the Incumbent Board; or (iii) approval by the shareholders of
the Employer of (A) a merger or consolidation involving the Employer if
the shareholders of the Employer immediately before such merger or
consolidation do not own, directly or indirectly immediately following
such merger or consolidation, more than one-half of the combined voting
power of the outstanding voting securities of the corporation resulting
from such merger or consolidation in substantially the same proportion
as their ownership of the Voting Securities immediately before such
merger or consolidation (unless, however, the event described in
subparagraph (ii) above does not occur in connection therewith) or (B)
a complete liquidation or dissolution of the Employer or an agreement
for the sale or other disposition of all or substantially all of the
assets of the Employer; provided, however, that, notwithstanding the
foregoing, (x) a change in control shall not be deemed to occur solely
because fifteen percent (15%) or more of the then outstanding Voting
Securities is acquired by (1) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the
Employer or any of its subsidiaries, (2) any corporation which,
immediately prior to such acquisition, is owned directly or indirectly
by the shareholders of the Employer in the same proportion as their
ownership of stock in the Employer immediately prior to such
acquisition or (3) the Employee and/or Xxxxxxx Xxxxxxxx or any person
directly or indirectly controlled, under common control with or
controlled by either or both of them, and (y) a change in control shall
not be deemed to occur solely because any person (the "Subject Person")
acquired beneficial ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Employer which, by reducing the number of Voting
Securities outstanding, increases the proportional number of shares
beneficially owned by the Subject Person, provided that if a change in
control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Employer and,
after such share acquisition by the Employer, the Subject Person
becomes the beneficial owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities
beneficially owned by the Subject Person, then a change in control
shall occur.
(Q) The "Effective Date of the Change in Control"
shall be the later to occur of the closing date or the effective date
(as the case may be) of the transaction or event resulting in the
Change in Control; provided, however, that, notwithstanding the
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foregoing, the Effective Date of the Change in Control solely for the
event set forth in item (i) of subsection (P) of this Section 7(c)(iv)
shall be the date fifteen (15) business days after the occurrence of
such event.
7. EFFECT. Except as otherwise modified by this Tenth Amendment, all
terms, conditions and provisions of the Agreement shall remain effective and
continue operating in full force throughout the entire term of the Agreement, as
amended.
8. CAPTIONS. Paragraph titles or captions contained in this Tenth
Amendment are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Tenth Amendment or
the intent of any provision hereof.
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IN WITNESS WHEREOF, the Employee has hereunto set his hand and the
Employer has caused this Amendment to be executed by its duly authorized officer
effective as of the day and year first above written.
SOUND ADVICE, INC.
By:__________________
XXXXXXX XXXXXXXX,
Senior Vice President
EMPLOYEE:
___________________
XXXXX XXXXXXXX
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