AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into this 16th day of May, 1996 by and between Campo Electronics,
Appliances and Computers, Inc., a Louisiana Corporation (the "Company") and
Donald E. Galloway (the "Executive").
WITNESSETH:
WHEREAS, the Executive is presently employed by the Company as the
Senior Vice President of Sales and Marketing, said employment being
pursuant to an Employment Agreement dated December 16, 1993 (the
"Agreement").
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") recognizes that the Executive's contribution to
the growth and success of the Company has been substantial and desires to
provide for the continued employment of the Executive and to make certain
changes in the Executive's employment arrangements with the Company, and
the Executive desires to continue to serve the Company on a full-time basis
and upon the terms and conditions of the Agreement as herein amended.
NOW, THEREFORE, in consideration of the premises and of the respective
representations and warranties and the mutual covenants set forth in the
Agreement, the parties hereto hereby agree to amend the Agreement as
follows:
1. The Initial Term of the Agreement as defined in Section 3 of the
Agreement is hereby extended through December 31, 1997. Executive's
compensation during the fourth year of the extended Initial Term shall
remain the same as currently provided in Section 4 of the Agreemetn for the
third year of the Initial Term.
2. The existing language of Section 6 of the Agreement is hereby
deleted in its entirety and the following language is substituted therefor:
6. Termination; Severance Benefits. (a) This Agreement and
the Employment of the Executive shall terminate:
(i) upon the expiration of the Initial
Term of this Agreement set forth in
Section 3 hereof;
(ii) upon the death of the Executive;
(iii)by the Company for Cause (as
hereafter defined);
(iv) upon the dissolution, but not a
Change of Control (as hereafter
defined) of the Company; or
(v) by the Executive for Good Reason
(as hereafter defined)
(b) For purposes of this Section 6, the term "Cause" shall
mean any of the following:
(i) the Executive's conviction of any
felony or any crime involving moral
turpitude or any other criminal
activity or unethical conduct
which, in the good faith opinion of
the Board of Directors of the
Company, would seriously impair the
Executive's ability to perform his
duties hereunder or would impair
the business reputation of the
Company;
(ii) the Executive's breach of any of
his fiduciary duties to the Company
which breach adversely affects the
business of the Company;
(iii)the Executive's continued neglect
or failure, after written demand,
to discharge his duties hereunder
or to obey a specific written
direction from the Board of
Directors of the Company.
It is expressly understood that the Executive's attention to or
engagement in matters not directly related to the business of the
Company shall not provide a basis for termination for Cause if such
attention or engagement is authorized by the terms of this Agreement
or has otherwise been approved by the Board of Directors of the
Company.
Notwithstanding the foregoing, the Executive's employment may not be
terminated for Cause unless and until there shall have been delivered
to the Executive a copy of a resolution duly adopted by the Board of
Directors of the Company at a meeting of the Board called and held for
the purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with his counsel, to be heard
before the Board), finding that in the good faith opinion of the
Board, the Executive was guilty of the conduct set forth in this
subparagraph (b) and specifying the particulars thereof in detail.
(c) For purposes of this Section 6, a "Change of Control" of the
Company shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934
as in effect on the date hereof, provided that, without limitation,
such a change of control shall be deemed to have occurred if (i) any
person, other than the Company or any person who on the date hereof is
a shareholder, director, officer or affiliate of the Company, is or
becomes the beneficial owner, directly or indirectly, of securities of
the Company representing more than 20% of the combined voting power of
the Company's then outstanding securities or (ii) during any period of
two consecutive years during the term of this Agreement, individuals
who at the beginning of such period constitute the Board of Directors
of the Company cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a director
at the beginning of the period has been approved in advance by
directors representing at least two-thirds of the directors then in
office who were directors at the beginning of the period.
(d) For purposes of this Section 6, the term "Good Reason" shall
mean any of the following:
(i) A reduction in the Executive's
annual Base Compensation or the
annual bonuses set forth in
Sections 4.1.1 and 4.1.2, or a
failure by the Company to pay to
the Executive any installment of
his annual Base Compensation or
annual bonuses required pursuant to
Section 4 hereof, which failure
continues for a period of 10 days
after written notice thereof is
given by the Executive to the
Company; or
(ii) The Company's requiring the
Executive to be based anywhere
other than in the New Orleans,
Louisiana metropolitan area, except
for travel on the Company's
business to an extent consistent
with his obligations under this
Agreement.
(e) Except as otherwise provided in subparagraph (g) below: (i)
if the Employment of the Executive is terminated by the Company during
the Initial Term of this Agreement for any reason other than for Cause
or by the Executive for Good Reason, the Executive shall be entitled
to receive a cash payment in an amount equal to his then current Base
Compensation multiplied by the number of years remaining in such
Initial Term, provided however that such payment shall in no event be
equal to less than one full year's Base Compensation, (ii) if the
Employment of the Executive is terminated by the Company after such
Initial Term for any reason other than for Cause or by the Executive
for Good Reason, Executive shall be entitled to receive a cash payment
in an amount equal to one full year's then current Base Compensation,
and (iii) if the Employment of the Executive is terminated by the
Company as direct result of, and within 180 days of, a Change of
Control of the Company, the Executive shall be entitled to receive a
cash payment in an amount equal to three times his then current Base
Compensation and bonus prescribed in Section 4.1.2 above for the most
recently completed fiscal year. If the Employment of the Executive is
terminated by the Company for Cause or by the Executive for any reason
other than for Good Reason, the Executive shall not be entitled to
receive any severance pay or benefits hereunder.
(f) Executive shall not be required to mitigate damages on the
amount of any payment provided for hereunder nor shall the amount of
any payment provided for hereunder be reduced by a compensation earned
by Executive as a result of employment by another employer.
(g) Termination of the Executive's Employment upon expiration of
the term of this Agreement pursuant to Section 3 hereof or on account
of the death or disability of the Executive shall not be considered a
termination of the Executive's Employment by the Company and will not
require the Company to pay any severance pay pursuant to subparagraph
(e) above or any other benefits or payments hereunder except for such
benefits as may be payable pursuant to any of the Company's employee
benefit plans.
(h) Any purported notice of termination of the Executive's
Employment (other than a notice given by either pursuant to Section 3
hereof) shall be communicated in writing delivered to the other party
as provided in Section 10 hereof. A notice of termination shall
specify the termination provision relied upon by the party giving such
notice and shall set forth in detail such facts and circumstances
claimed by such party to provide a justified basis for termination of
the Executive's Employment under the provision(s) so indicated.
3. Section 10 of the Agreement is hereby amended to set forth the
following current addresses of the parties for purposes of notice:
(a) If to the Company:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
or at such other address as the Company may have advised Executive in
writing; and
(b) If to the Executive:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
4. Except as specifically amended herein, all other terms and
conditions of the Agreement shall remain unchanged and in full force and
effect, and the Agreement, as amended herein shall constitute the entire
understanding and agreement among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
By: /s/ Mervin L. Trail, M.D.
________________________________________
Name: Mervin L. Trail, M.D.
Title: Chairman, Compensation Committee
EXECUTIVE:
/s/ Donald E. Galloway
_______________________________________
DONALD E. GALLOWAY
July 12, 1996
Mr. Donald E. Galloway
1220 Bluewater Drive
Mandeville, LA 70471
Dear Don:
You have advised Campo Electronics, Appliances and Computers, Inc.
(Campo) that you desire to terminate your employment with the company
effective immediately. The purpose of this letter is to set forth the
terms and conditions which have been freely and mutually agreed upon by you
and Campo in connection with your separation from employment with Campo,
effective July 12, 1996.
In consideration for the obligations which you agree to undertake,
Campo agrees to do the following:
1. Pay in full to you all salary, wages and other
benefits, compensation or remuneration owed and due to
you arising out of or related to your employment with
Campo through July 12, 1996, less applicable federal,
state and local income taxes and social security taxes;
2. Pay to you an additional twelve (12) month's salary,
representing severance pay, less applicable federal,
state and local income taxes and social security taxes,
which amount shall be payable by Campo in twenty-six
(26) installments on the same days salary checks would
have been received by you had you continued to be in
the employ of Campo and as set forth in Attachment 1;
3. Pay to you an additional two (2) weeks salary,
representing accrued and unused vacation pay, less
applicable federal, state, and local income taxes and
social security taxes, which sum shall be payable
during the seventh period after the effective date of
termination of your employment relationship with Campo;
4. Release the 5,000 shares of restricted stock to be
issued on July 1997 and issue now; and
5. Provide you with a favorable letter of recommendation, if
desired.
In exchange for the above described consideration, the value and
sufficiency of which is hereby acknowledged, you agree to voluntarily
release Campo and Campo's officers, agents, directors, employees,
shareholders and insurers from any and all claims of whatsoever nature and
kind which may have arisen from any act done, or not done, relating in any
way to your employment with Campo, including, but not limited to, any
alleged violation of Title VII of the Civil Rights Act of 1964, the Age
Discrimination Act of 1967, the Employee Retirement Income Security Act
(ERISA), the Fair Labor Standards Act, the Americans With Disabilities Act,
and any other federal, state or local law, regulation or ordinance. You
further agree that, in consideration for the payments and other obligations
undertaken by Campo pursuant to this letter agreement, you will do the
following:
1. Resign from the Board of Directors of Campo as of the
effective date of the termination of your employment
with Campo.
2. Return all Campo company property, if any, in your
possession except for the company car which you may
retain upon your selection of one of the following
options available:
a. Lease car through 9/17/96 (lease up)
b. Purchase car by 7/23/96 for $26,254.17
c. Lease car through 9/17/96 and purchase car for
$24, 916.41
3. Repay the balance of all loans from the Company to you,
the total of which is $90,000.00; said repayment to be
in accordance with Attachment 1.
4. Agree that you will not, directly or indirectly for a
period of one (1) year after the effective date of the
termination of your employment with Campo:
(a) own, manage, operate, control, consult,
advise, promote, invest or acquire an
interest in, be employed by, act as an agent
on behalf of, allow your skill, knowledge,
experience or reputation to be used by, or
otherwise engage or participate in (whether
as a proprietor, partner, shareholder,
director, officer, employee, consultant,
advisor, sales agent, joint venturer,
investor, promotor or other participant in)
any Competitive Business within the
Restricted Market (as such terms are
hereinafter defined); or
(b) Solicit, induce, influence or attempt to
influence any customer, supplier,
distributor, sales agent, lender, lessor or
any other person who has a business
relationship with Campo, or who on the date
of this letter had a business relationship
with Campo or had in the past year engaged in
discussions or negotiations to enter into a
business relationship with Campo, to
discontinue or reduce the extent of such
relationship with Campo.
For purposes of this non-competition agreement, the
following terms have the meanings set forth below:
"Business" - The business in which Campo is currently
engaged, including the retail sale and installation of (i)
major home appliances, including, but not limited to,
microwave ovens, washing machines, dryers, air conditioners,
dishwashers, refrigerators, freezers, ranges and vacuum
cleaners; (ii) consumer electronics, including, but not
limited to, televisions, video cassette recorders,
camcorders, audio components, audio systems, portable audio
equipment, car stereos, mobile telephones, automobile anti-
theft devices and other mobile electronics; and (iii) home
office products, including, but not limited to, personal
computers, telephones, answering machines, fax machines,
copiers, calculators and computer software.
"Competitive Business" - Any business or line of business
that (i) in whole or in part, as of the date of this letter
agreement, is the same as, substantially similar to, or
competitive with, any facet of the Business and (ii)
operates, sells, markets, competes or derives revenue in the
Restricted Market.
"Restricted Market" - All parishes, counties and
municipalities within the states of Louisiana, Mississippi,
Arkansas, Texas, Alabama, Florida and Tennessee in which
Campo is engaged in its Business as of the date of this
letter agreement.
5. Agree that you will not (except with the written
consent of Campo) enter into business with or solicit
(directly or indirectly), the employees, officers,
managers or supervisors of Campo for a period of one
(1) year after the termination of your employment
relationship with Campo; and
6. Agree that you will not disclose "confidential
information" related to Campo to any person, firm or
corporation, which "confidential information" shall
mean any information of any nature and in any form
which, at the time or times concerned, is not generally
known to those persons engaged in business similar to
that conducted by or contemplated by Campo, including
but not limited to customer lists, new ideas, details
of customer or supplier names, pricing policies,
operational methods, marketing plans or strategies,
business acquisition plans, new personnel acquisition
plans, or any other non-public, confidential or
proprietary information of Campo.
You and Campo both agree that we will not display, discuss or
publicize this letter agreement, the underlying terms of this agreement or
the facts and circumstances leading to the separation of your employment
with Campo. You and Campo further recognize that a violation of any of the
terms and conditions of this agreement will give rise to a claim on the
part of the injured party for breach of contract and may provide a basis to
Campo, in the event of a breach by you, for Campo not paying to you the
consideration set forth in this letter agreement in the event Campo
believes it has been damaged by you as a consequence of any breach of this
agreement.
You should be aware that Campo does not believe that it has any
liability to you other than for the payment of salary, wages and benefits
through the date of separation of your employment relationship with Campo
and that the benefits being offered herein are being offered solely and
exclusively for settlement purposes. Accordingly, this agreement may not
be utilized for any purpose other than that for which it is specifically
intended. This letter agreement further supersedes any and all other
agreements, either oral or in writing, between you and Campo with respect
to your employment with Campo and contains all the covenants and agreements
between you and Campo with respect to such employment in any matter
whatsoever.
The construction and interpretation of this agreement shall be
governed by and construed and enforced in accordance with the laws of the
State of Louisiana, provided, however, that any dispute regarding the
reasonableness of the non-competition agreement set forth in Paragraph 4 on
Page 2 hereof, or the territorial scope or duration thereof, shall be
governed by the laws applicable to such dispute.
By signing the attached copy of this letter agreement, you acknowledge
that you have read, understand and agree to be bound by the terms and
conditions set forth herein and recognize that Campo would not be taking
the actions which it is obligating itself to take pursuant to this
agreement were it not for your agreement to be so bound.
Very truly yours,
Campo Electronics, Appliances and Computers, Inc.
By: /s/ Anthony P. Campo
_________________________________________
Anthony P. Campo
Enclosure
Agreed to and accepted this
22nd day of July, 1996.
/s/ Donald E. Galloway
__________________________________
Donald E. Galloway