EXHIBIT 10.7
[XXXXXXX XXXXXXXX
EMPLOYMENT AGREEMENT
TWEETER HOME ENTERTAINMENT GROUP, INC., a Delaware corporation, whose principal
place of business is 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Employer" or
"Tweeter"), and Xxxxxxx Xxxxxxxx, whose address is 0000 XX 00 Xxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 ("Employee"), in consideration of the mutual promises
made herein, hereby agree to enter into this Employment Agreement (this
"Agreement") as follows:
ARTICLE 1.
TERM OF EMPLOYMENT; DUTIES
1.01. TERM OF EMPLOYMENT. Employer hereby employs Employee and Employee
hereby accepts employment with Employer for the period beginning on August 1,
2001, and ending on September 30, 2002, unless earlier terminated pursuant to
this Agreement. As used herein the phrase "employment term" refers to the entire
period of employment of Employee by Employer hereunder, whether for the periods
provided above, or whether terminated earlier as hereinafter provided or
extended by mutual agreement between Employer and Employee.
1.02. GENERAL DUTIES. Employee shall serve as an Executive Vice President
of Sound Advice, Inc. In such capacity, Employee shall report to Employer's
President, and shall do and perform all services, acts, or things as reasonably
directed by said President or as directed by Tweeter's Board of Directors (the
"Tweeter Board"), in each case consistent with such title.
1.03. NON-COMPETITION AND NON-DISCLOSURE. Employer and Employee are
simultaneously herewith executing and delivering a Noncompetition, Nondisclosure
and Nonsolicitation Agreement. Employee acknowledges that Employer would not
enter into this Agreement but for such execution and delivery of such
Noncompetition, Nondisclosure and Nonsolicitation Agreement.
ARTICLE 2.
COMPENSATION OF EMPLOYEE
2.01. CASH COMPENSATION
(a) Annual Salary. As compensation for the services to be
performed hereunder, Employee shall receive a salary at the rate of Two Hundred
Fifty Thousand Dollars ($250,000.00) per annum, payable in equal installments on
a monthly basis. Employee's salary shall be payable in accordance with
Employer's payroll payment policies during his employment term.
(b) Signing Bonus. As special consideration for accepting
employment with Employer, Employer shall pay to Employee upon the execution of
this Agreement a signing bonus in the amount of Fifty Thousand Dollars
($50,000.00).
(c) Non-Competition Payment. As additional consideration for
Employee's obligation under the Noncompetition, Nondisclosure and
Nonsolicitation Agreement referred to in Section 1.03, Employer shall pay to
Employee upon the execution of this Agreement Seven Hundred Twenty-Five Thousand
Dollars ($725,000.00). Employer shall make the payments referred to in Sections
2.01(b) and (c) hereof to Employee by wire transfer on even date herewith to an
account and pursuant to routing instructions specified in advance in writing by
Employee.
2.02. BENEFITS. Employee shall be eligible to receive such benefits, and
to participate in such bonus or incentive plans (including Tweeter's Executive
Bonus Plan), as are generally made available to other senior executives of
Employer and such other benefits, if any, as may be specifically provided to
Employee as determined by Employer or its Compensation Committee from time to
time in their sole and absolute discretion.
2.03. STOCK OPTIONS. Employee acknowledges that he has received an option
under Employer's 1998 Stock Option and Incentive Plan to purchase an aggregate
of 20,000 shares of Employer's common stock pursuant to the terms of a Stock
Option Agreement of even date herewith.
ARTICLE 3.
TERMINATION OF EMPLOYMENT
3.01. TERMINATION EVENTS.
(a) Termination Upon Death or Disability. Employee's death shall
terminate his employment by Employer effective as of the date thereof. In
addition, if Employee becomes physically or mentally incapacitated or is injured
so that he is unable to perform the services required of him under this
Agreement and such inability to perform continues for a period in excess of one
hundred eight (180) days during any twelve month period (whether such disability
is continuous or discontinuous during such twelve month period), Employer may
terminate his employment under this Agreement at any time thereafter upon
written notice to Employee, provided, however, that such disability is
continuing at the time of such termination notice.
(b) Termination For Cause or With or Without Good Reason.
(i) Cause. Employer may terminate Employee's employment at
any time for Cause immediately upon written notice to Employee. The term "Cause"
shall mean (1) gross negligence or willful misconduct in connection with the
performance of Employee's material duties under this Agreement, (2) a breach by
Employee of any of his material duties assigned to him consistent with Section
1.02 hereof by the President of Tweeter or the Tweeter Board (other than by
reason of physical or mental illness) and Employee's failure to cure such breach
within thirty (30) days of written notice thereof, (3) a breach by Employee of
his obligations under the Noncompetition, Nondisclosure and Nonsolicitation
Agreement referred to above, (4) conduct by Employee against the material best
interests of Tweeter or a material act of common law fraud by Employee against
Tweeter or its affiliates or its or their employees, or (5) conviction of or
pleading nolo contendere to a felony.
(ii) Termination With Good Reason. Employee may terminate his
employment under this Agreement with Good Reason upon at least thirty (30) days
written notice to the President of Tweeter. Employee shall have "Good Reason"
upon, and the term "Good Reason" shall mean, the occurrence of any of the
following: (i) Tweeter requiring Employee to relocate (except for short term
travel reasonably required in the performance of Employee's responsibilities),
(ii) breach by Tweeter of any of its material obligations under this Agreement
and failure by Tweeter to cure such breach within thirty (30) days of notice
thereof, or (iii) Tweeter degrading Employee's title from "Executive Vice
President of Sound Advice, Inc." or requiring Employee to perform services
materially inconsistent with such position.
(iii) Termination Without Good Reason. Employee may terminate
his obligations under this Agreement without Good Reason by giving Employer at
least three (3) months notice in advance. Employer may terminate its obligations
under this Agreement without Good Reason by giving Employee at least three (3)
months notice in advance.
3.02 OBLIGATIONS OF EMPLOYER FOLLOWING TERMINATION.
(a) Termination by Employer Without Cause or by Employee for Good
Reason. Upon termination of Employee's employment by Employee for Good Reason,
or by Employer for any reason other than for Cause, death or disability,
Employer shall pay to Employee "Severance Pay" equal to the greater of (a) his
salary to the first anniversary hereof and (b) $250,000, payable in either case
by wire transfer on the effective date of such termination to an account and
pursuant to the instructions referred to in Section 2.01 hereof or to such other
account and pursuant to such other routing instructions as Employee shall have
previously provided to Employer in writing.
(b) Termination by Death or Disability, for Cause or by Employee
Without Good Reason. In the event of a termination of employment by reason of
Employee's death or disability as described in Section 3.01(a), for Cause or by
Employee without Good Reason, Employee (or in the case of death, his estate or
other successors in interest) shall be entitled to receive any salary and
benefits earned by or accrued to Employee and unpaid at the date of termination,
but shall not receive any further salary, bonuses, benefits (other than any
death or disability benefits to which Employee then shall be entitled) or other
compensation hereunder, and without limiting the foregoing, in such event, (i)
Employee shall receive no Severance Pay, (ii) vesting of all previously unvested
stock options and restricted stock shall cease upon termination of employment
notwithstanding anything to the contrary contained in any related stock option
agreement or other document (other than as contemplated by Section 3 of the
Stock Option Agreement dated the date hereof between Employer and Employee), and
(iii) Employee shall receive no payments in respect of unvested accrued benefits
under any long or short-term incentive plan or retirement plan. The foregoing
clauses (i) through (iii) shall also apply if Employee's employment terminates
due to expiration of this Agreement, or of a renewal term of this Agreement,
without further renewal.
ARTICLE 4.
GENERAL PROVISIONS
4.01. NOTICES. Any notices to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery or by
mail, registered or certified, postage prepaid with return receipt requested to
such other party at the address first set forth above.
4.02 ENTIRE AGREEMENT. This Agreement, together with the Stock Option
Agreement and the Noncompetition, Nondisclosure and Nonsolicitation Agreement,
each of even date herewith, supersedes any and all other agreements, either oral
or in writing, between the parties hereto with respect to the employment of
Employee by Employer and Sound Advice, Inc. (including, without limitation, the
Employment Agreement, dated as of June 30, 1986, as amended, between Sound
Advice, Inc. and Employee) and contains all of the covenants and agreements
between the parties with respect to that employment in any manner whatsoever.
4.03. LAW GOVERNING AGREEMENT. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts,
without regard to conflicts of laws principles.
4.04. ASSIGNMENT. This Agreement may be assigned by Employer but not by
Employee.
[Signatures begin on next page]
Executed on August 1, 2001 at Ft. Lauderdale, Florida.
EMPLOYER:
TWEETER HOME ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxxx XxXxxxx
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Name: Xxxxxx XxXxxxx
Title: CFO
EMPLOYEE
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
