Circuit City 2011 Annual Report Download - page 63

Download and view the complete annual report

Please find page 63 of the 2011 Circuit City annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

(i) Restricted Stock . Upon execution of this Agreement, you shall receive a grant of 100,000 restricted shares of the Company’
s
common stock (in accordance with the Company’
s 2010 Long Term Incentive Plan) (i) vesting over ten years with ten percent (10%) of the restricted
shares vesting on each of the first ten anniversaries of the date of grant and (ii) containing such other terms and conditions as may be set forth in the
Company’
s restricted stock agreement with you (attached as Exhibit B hereto). The Restricted Stock Agreement shall provide that if your employment
with the Company or its successor shall be terminated by the Company or its successor without Cause or by you for Good Reason within six (6)
months following a Change in Control, all of your outstanding restricted shares shall immediately vest.
(j) Car Allowance.
During the Employment Period the Employee shall receive a car allowance of up to eighteen hundred dollars
($1,800) per month to cover the Employee’
s automobile expenses including any car lease or loan payment, insurance, fuel, 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, fuel, repair and maintenance costs shall be paid by the Company.
(k) Relocation Allowance
. Following the commencement of your employment with the Company and prior to the earlier of your
relocation to the Miami, Florida area or July 31, 2012, the Company shall (i) provide you with reasonable hotel or apartment accommodations in the
vicinity of the Company’
s Miami, Florida office, (ii) pay your reasonable transportation (but without duplication of the car allowance provided in
Section 2(j)) and meals while in the Miami vicinity on Company business and (iii) pay for your bi-
weekly commuting between Miami, Florida and
Minneapolis, Minnesota pursuant to the Company’s travel and entertainment policy.
In addition to the payments and benefits in clauses (i), (ii) and (iii)
in the immediately preceding sentence, and in addition to the Relocation Bonus, provided you relocate to the Miami area by August 31, 2012, the
Company shall reimburse you for your reasonable and customary relocation expenses, including but not limited to house hunting, closing costs for the
sale of your home in Minneapolis, Minnesota and the closing costs for the purchase of a home in Miami, Florida (including real estate commissions on
the Minnesota sale but excluding any loan interest or property taxes on the Minnesota sale or the Florida purchase), transportation for your family
members and packing and shipping of your personal property. The reimbursement of any costs incurred which are not tax deductible by you will be
grossed up for income taxes, subject to an overall $250,000 cap on Company expense (under this Section 2(k)). If your employment with the Company
shall be terminated by your resignation prior to the first anniversary of the Commencement Date, you shall repay the Relocation Bonus and the
payments made to you under this Section 2(k) within thirty (30) days of the “Date of Termination” (
as defined below). If your employment with the
Company shall be terminated by your resignation on or after the first anniversary, but prior to the second anniversary, of the Commencement Date, you
shall repay fifty percent (50%) of the Relocation Bonus and fifty percent (50%) of the payments made to you under this Section 2(k) within thirty (30)
days of the Date of Termination.
4