Circuit City 2006 Annual Report Download - page 55

be entitled to receive reimbursement for all ordinary and necessary business expenses reasonably incurred by him in
accordance with industry custom in performing services hereunder, provided that the Employee provides the Company with
written documentation, satisfactory to the Company, evidencing such expenses.
(d) Vacations and Holidays . The Employee shall be entitled to four (4) weeks of paid vacation in each calendar year.
At no time, however, shall Employee take more than two (2) weeks of vacation consecutively. The Employee shall have the
holidays and sick days as determined by the Company’s policies in effect on the date hereof and as amended
(e) Options. Upon execution of this Agreement, subject to approval by the Compensation Committee of the Company’
s
Board of Directors (the “Compensation Committee”), the Employee shall receive an option to purchase 100,000 shares of the
Company’s common stock (in accordance with the Company’s 1999 Long Term Stock Incentive Plan) (a) exercisable at an
exercise price per share equal to the market value on the date of grant, (b) vesting over a period of four years beginning one
year from the date of grant at the rate of 25% per year and (c) containing such other terms and conditions as may be set forth
in the Company’s standard stock option agreement for executive employees. Any subsequent option grants to the Employee
will be considered annually and determined by the Company in its sole discretion, subject to approval by the Compensation
Committee.
(f) Car Allowance. During the Employment Period the Employee shall receive a car allowance of up to twelve hundred
dollars ($1200) per month to cover the Employee’s automobile expenses including any car lease or loan payment, insurance,
maintenance, repairs, registration fees, etc. Alternatively, the Employee may elect to drive an automobile leased by the
Company (the make and model of which shall be similar to those leased for the Company’s other executive employees as
determined by the Company in its reasonable discretion) in which case the insurance, repair and maintenance costs shall be
paid by the Company.
(g) Relocation Allowance . For a period of six weeks following the Employee’s commencement of employment, the
Company shall provide temporary housing for the Employee in the vicinity of the Company’s Port Washington, New York
office, and shall pay the travel expenses of the Employee for weekly roundtrip travel between his home in Clarence, New
York and Port Washington, New York. In addition the Company shall reimburse the Employee for his actual expenses
incurred in connection with the Employee’s relocation of his primary residence in an amount not to exceed $75,000 in the
aggregate.
3. Termination of Employment . The Employee’s employment under this Agreement may be terminated under any of
the circumstances set forth in this Section 3. Upon termination, the Employee (or his beneficiary or estate, as the case may be)
shall be entitled to receive the compensation and benefits described in Section 4 below.
(a) Death . The Employee’s employment hereunder shall terminate upon his death.
(b) Termination Resulting from Total Disability . The Company may terminate the Employee’s employment upon his
becoming “Totally Disabled” and thereafter providing Notice of Termination. For purposes of this Agreement, the Employee
shall be “Totally Disabled” if the Employee is physically or mentally incapacitated so as to render the Employee incapable of
performing the essential functions of his position under this Agreement with or without reasonable accommodation for a
period of three (3) consecutive months or for an aggregate of ninety (90) days within any consecutive six month period. The
Employee’s receipt of disability benefits under the Company’s long-term disability plan, if any, or receipt of Social Security
disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement; provided, however,
that in the absence of the Employee’s receipt of such long-term disability benefits or Social Security benefits, the Board of
Directors may, in its reasonable discretion (but based upon appropriate medical evidence), determine that the Employee is
Totally Disabled.
(c) Cause . The Company may terminate the Employee’s employment at any time for “Cause”..
For the purposes of this
Agreement, the Company shall have “Cause” to terminate the Employee’s employment hereunder upon (i) the continued
failure by the Employee, for a period of fifteen (15) days after receipt of notice to comply with any policies of the Company
or any directions of the Board of Directors consistent with the Employee’s duties hereunder (including the Employee’s
responsibility to devote his full working time and attention to the business of the Company), other than any such failure
resulting from the Employee’s incapacity due to disability, or (ii) the conviction of the Employee of a felony (or a plea of
nolo contendere with respect thereto) or other conviction or judgment against the Employee involving the Employee’s
dishonest or illegal actions, (iii) the Employee’
s gross negligence or willful misconduct or breach of any of the material terms
or conditions of this Agreement coupled, in the case of such breach, with the failure to cure the same within fifteen days after
the receipt of notice thereof, (iv) Employee engaging in an act of theft, fraud or dishonesty, involving the Company, or (v) the
Employee making any false, disparaging or malicious statement, oral or written, about the Company or its subsidiaries