Exhibit 10(A)
Composite Copy
(as of February 14, 2000)
INTERTAN, INC.
DEFERRED COMPENSATION PLAN
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ARTICLE ONE
PURPOSE
Section 1.1 The purpose of this InterTAN, Inc. Deferred Compensation Plan (the
"Plan") is to enable InterTAN, Inc. ("InterTAN") and its subsidiaries to secure
and retain the services of outstanding key executive personnel by providing,
subject to the provisions of the Plan, income payments to key executive
employees during their lifetime and to their beneficiaries following their
death.
ARTICLE TWO
DEFINITIONS
Section 2.1 Beneficiary. The recipient(s) designated (in accordance with
Article Seven) by a Participant in the Plan to whom benefits are payable
following his death.
Section 2.2 Committee. The Organization and Compensation Committee of the Board
of Directors of InterTAN, which shall administer the Plan in accordance with
Article Nine.
Section 2.3 Disability. A physical or mental condition which, in the opinion of
the Committee, totally and presumably permanently, prevents a Participant from
substantially performing duties for which such Participant is suited to perform
either by education or training, or if such Participant is on a Leave of Absence
when such condition develops, substantially performing duties for which such
Participant is suited to perform either by education or training. A
determination that Disability exists shall be based upon competent medical
evidence satisfactory to the Committee. The date that any person's Disability
occurs shall be deemed to be the date such condition is determined to exist by
the Committee.
Section 2.4 Employee. A regular full-time executive employee of InterTAN.
Section 2.5 Leave of Absence. Any period during which:
(a) an Employee is absent with the prior consent of InterTAN, which
consent shall be granted under uniform rules applied to all Employees on a
nondiscriminatory basis, but only if such person is an Employee immediately
prior to the commencement of such period of authorized absence and resumes
employment with InterTAN not later than the first working day following the
expiration of such period of authorized absence; or
(b) an Employee is a member of the Armed Forces of the United States
or that nation in which he resides, and his reemployment rights are guaranteed
by law, but only if such
person is an Employee immediately prior to becoming a member of such Armed
Forces and resumes employment with InterTAN within the period during which his
reemployment rights are guaranteed by law.
Section 2.6 Participant. An Employee who has been selected and has accepted a
Plan Agreement as provided in Article Three.
Section 2.7 Plan Agreement. The agreement between InterTAN and a Participant,
entered into in accordance with Article Three, and in the form of attached
Exhibit "A" (as such form may be amended from time to time hereunder).
Section 2.8 Plan Benefit Amount. Plan Benefit Amount means the dollar amount
set forth and so designated in a Participant's Plan Agreement.
Section 2.9 Retirement. The following classifications of Retirement as referred
to in this Plan are defined as follows:
(a) Early Retirement. The voluntary election, as opposed to
involuntary termination by InterTAN, prior to the Participant's attaining the
age of sixty-five (65) years, by a Participant to terminate his employment after
attaining the age of fifty-five (55) years.
(b) Normal Retirement. The termination of a Participant's service with
InterTAN at the date of attaining age sixty-five (65) years.
(c) Late Retirement. The termination of a Participant's service with
InterTAN after the Participant's attaining the age of sixty-five (65) years.
Section 2.10 InterTAN. InterTAN, Inc., a Delaware corporation, and those
subsidiary corporations in which InterTAN owns at least eighty percent (80%) of
the total combined voting power of all classes of stock entitled to vote.
Section 2.11 InterTAN Subsidiary. Any corporation in which InterTAN owns at
least eighty percent (80%) of the total combined voting power of all classes of
stock entitled to vote.
ARTICLE THREE
SELECTION OF PARTICIPANTS AND
AGREEMENT TO PARTICIPATE
Section 3.1 The Committee, in its sole and exclusive discretion, shall select
from among the key executive employees of InterTAN, candidates for participation
in the Plan. A candidate shall become a Participant only upon his execution of a
Plan Agreement and a Beneficiary Designation Form (a form being attached as
Exhibit "B").
Section 3.2 Subject to Section 8.4 hereof, the Committee reserves the right,
at its discretion, and without prejudice or liability, to terminate any Plan
Agreement with any Participant of InterTAN at any time prior to the
Participant's retirement or death.
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ARTICLE FOUR
LIFE INSURANCE
Section 4.1 InterTAN may obtain life insurance insuring the life of any
Participant as a means of funding InterTAN's obligations to his Beneficiary in
whole or part. InterTAN shall be the sole owner and beneficiary of all such
policies of insurance so obtained and of all incidents of ownership therein,
including without limitation, the rights to all cash and loan values, dividends
(if any), death benefits and the right to terminate. No Beneficiary or
Participant shall be entitled to any rights, interests or equities in such
policies or to any specific asset of InterTAN of any type, and on the contrary,
their rights against InterTAN under the Plan shall be solely as general
creditors.
Section 4.2 If as a result of misrepresentations made by a Participant in any
application for life insurance upon his life obtained by InterTAN hereunder, the
insurance carrier or carriers or any reinsurance thereof successfully avoid(s)
payment to InterTAN of the proceeds of its or their policy or policies, or such
proceeds are not payable because the Participant's death results from suicide
within two (2) years of the issuance of such policy or within two (2) years of
the issuance to InterTAN of additional policies obtained by InterTAN hereunder,
then, in any of said events, notwithstanding any other provisions of the Plan or
of the Plan Agreement with such Participant, InterTAN shall have no obligation
to his Beneficiary to provide any of the death benefits otherwise payable under
the terms thereof.
Section 4.3 Each Participant shall cooperate in the securing of life insurance
on his life by furnishing such information as the insurance company may require,
taking such physical examinations as may be necessary, and taking any other
action which may be requested by InterTAN or the insurance company to obtain
such insurance coverage. If a Participant refuses to cooperate in the securing
of life insurance, or if InterTAN is unable to secure life insurance at a rate
that it deems acceptable, acting reasonably, then the Plan Agreement shall be of
no force and effect as to a Participant unless InterTAN waives such requirement
in writing.
ARTICLE FIVE
BENEFITS PAYABLE TO PARTICIPANTS AND
TO BENEFICIARIES OF PARTICIPANTS
Section 5.1 Subject to the terms and conditions of the Plan, upon the
Retirement of a Participant, InterTAN agrees to pay to Participant a Retirement
benefit as follows:
(a) Normal Retirement. If a Participant retires at the date of Normal
Retirement, then InterTAN agrees to pay to Participant or to the designated
Beneficiary of Participant in the event of the death of Participant prior to the
termination of payment of Retirement benefits hereunder, all from its general
assets, an amount equal to such Participant's Plan Benefit Amount, such sum to
be paid as set forth in Section 5.3 hereof.
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(b) Early Retirement. If a Participant retires at a time that
constitutes an Early Retirement, then InterTAN agrees to pay to Participant or
to the designated Beneficiary of Participant in the event of the death of
Participant prior to the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to such Participant's
Plan Benefit Amount reduced by five percent (5%) per year for each year that
Early Retirement precedes the date of Normal Retirement. Such year shall be a
fiscal year beginning on the date a Participant attains age fifty-five (55). Any
reduction for a part of a year shall be prorated on a daily basis assuming a 365
day year. Such amount shall be paid as set forth in Section 5.3 hereof.
(c) Late Retirement. If a Participant retires at a date that
constitutes Late Retirement, then InterTAN agrees to pay to Participant or to
the designated Beneficiary of Participant in the event of the death of
Participant prior to the termination of payment of Late Retirement benefits
hereunder, all from its general assets, an amount equal to such Participant's
Plan Benefit Amount, reduced by a percentage determined as follows:
Age on Date of Percent of Reduction
Late Retirement of Plan Benefit Amount
--------------- ----------------------
66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%
The percent of reduction of a Participant's Plan Benefit Amount shall be
measured on a fiscal year beginning on the date of Participant's date of birth
and shall commence on the day after the date a Participant attains age 70, and
any reduction for a part of a year shall be prorated on a daily basis at the
applicable percentage assuming a 365 day year. Such amount shall be paid as set
forth in Section 5.3 hereof.
Section 5.2 Subject to the terms and conditions of the Plan, upon the death of
a Participant, but only if the Participant is an Employee of InterTAN at his
death (except as set forth in Section 5.2(c) below) and is not entitled to
Retirement benefits pursuant to a Plan Agreement at such time, InterTAN agrees
to pay to his Beneficiary from its general assets an amount equal to such
Participant's Plan Benefit Amount as reflected in Employee's Plan Agreement or,
as the case may be, in the last amendment to such Plan Agreement. With respect
to such benefits, however, it is further provided that:
(a) no benefits shall be payable to the Beneficiary of a Participant
in those instances covered by Section 4.2;
(b) if a Participant dies while an Employee of InterTAN after the date
of his Normal Retirement, then the amount payable to his Beneficiary upon a
Participant's death shall be reduced as set forth in Section 5.1(c) hereof.
(c) the death of a Participant within the first year after involuntary
termination of employment with InterTAN as provided in Section 8.6 shall not
defeat the right of such Participant's Beneficiary to receive benefits under
this Section 5.2 so long as an event described in Section 8.5(a), (b) or (c)
occurs within one year of the date of termination of the Participant's
employment.
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Section 5.3 The aggregate amount payable upon the Normal Retirement, Early
Retirement, Late Retirement, benefits due and payable under Section 8.5 or 8.6
hereof or death of a Participant to a Participant or his Beneficiary shall be
paid in one hundred twenty (120) equal monthly installment payments commencing
on the first day of the month next following thirty (30) days after Retirement
or after the Committee's receipt of a certified death or proof of death
certificate verifying the Participant's death or at the time stated in Section
8.5 or 8.6 hereof. A Participant shall notify InterTAN of Retirement by hand
delivery or by certified or registered mail, return receipt requested, postage
prepaid, of a written Notice of Retirement specifying the effective date of
Retirement, such written notice to be addressed to: Organization and
Compensation Committee of the Board of Directors, InterTAN, Inc., Suite 904,
3300 Highway #7, Concord, Ontario, Canada L4K 4M3. Such notice shall be deemed
to be received when actually received by said Organization and Compensation
Committee at said address as may be changed from time to time in the Plan
Agreements, as amended.
Section 5.4 Until actually paid and delivered to the Participant or to the
Beneficiary entitled to same, none of the benefits payable by InterTAN under any
Plan Agreement shall be liable for the debts or liabilities of either the
Participant or his Beneficiary, nor shall the same be subject to seizure by any
creditor of the Participant or his Beneficiary under any writ or proceeding at
law, in equity or in bankruptcy. Further, no Participant or Beneficiary shall
have power to sell, assign, transfer, encumber, or in any manner anticipate or
dispose of the benefits to which he is entitled or may become entitled under a
Plan Agreement.
Section 5.5
(a) During the period that Participant is receiving benefits under a
Plan Agreement and for one (1) year after cessation of payment of benefits,
Participant agrees that he will not, either directly or indirectly, within the
United States of America or in any country of the world that InterTAN sells,
imports, exports, assembles, packages or furnishes its products, articles,
parts, supplies, accessories or services or is causing them to be sold,
imported, exported, assembled, packaged or furnished through related entities,
representatives, agents, or otherwise, own, manage, operate, join, control, be
employed by, be a consultant to, be a partner in, be a creditor of, engage in
joint operations with, be a stockholder, officer or director of any corporation,
sole proprietorship or business entity of any type, or participate in the
ownership, management, direction, or control or in any other manner be connected
with, any business of manufacturing, designing, programming, servicing,
repairing, selling, leasing, or renting any products, articles, parts, supplies,
accessories or services which is at the time of Participant's engaging in such
conduct competitive with products, articles, parts, supplies, accessories or
services manufactured, sold, imported, exported, assembled, packaged or
furnished by InterTAN, except as a shareholder owning less than five percent
(5%) of the shares of a corporation whose shares are traded on a stock exchange
or in the over-the-counter market by a member of the National Association of
Securities Dealers. "Consumer Electronic Products" are those type of products
sold at the retail level to the ultimate customer as are advertised by InterTAN
in its most recently published annual catalogs and monthly flyers.
Manufacturing of Consumer Electronic Products and sale of Consumer Electronic
Products at levels of distribution other than the retail level are not
considered a violation of this covenant.
(b) (i) In the event that a Participant takes Retirement and
engages in any of the activities described in the
immediately preceding paragraph, or engaged in any of
such activities prior to Retirement, then, without any
further notification, and upon determination by the
Committee that such a Participant is engaged or has
engaged in such activities, such Committee's decision to
be conclusive and binding upon all concerned, and
notwithstanding any other provisions of the Plan or of
the Plan Agreement with such Participant, InterTAN's
obligation to a Participant to pay any Retirement or
death benefits hereunder shall automatically cease and
terminate, and InterTAN shall have no further obligation
to such Participant or Beneficiary pursuant to the Plan
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or the Plan Agreement. InterTAN may enforce this
provision by suit for damages which shall include but not
be limited to all sums paid to Participant hereunder, or
for injunction, or both.
(ii) Provided, however, that in the event a Participant is
being paid benefits under Section 8.5, Section 8.6 or
Section 10.2 and not otherwise, and engages in any of the
activities described in Section 5.5(a) InterTAN must give
notice to the Participant specifying in detail the
alleged violation of Section 5.5(a). Participant will be
allowed ninety (90) days to cure such default. If the
Committee feels there is continuing competition, then,
without any further notice or opportunity to cure, and
upon determination by the Board of Directors of InterTAN
that such a Participant is engaged in such activities,
such Board's decision to be conclusive and binding upon
all concerned, and notwithstanding any other provisions
of the Plan or of the Plan Agreement with such
Participant, InterTAN's obligation to a Participant to
pay any benefits hereunder shall automatically cease and
terminate, and InterTAN shall have no further obligation
to such Participant or Beneficiary pursuant to the Plan
or the Plan Agreement. InterTAN may enforce this
provision by suit for damages which shall include but not
be limited to all sums paid to Participant hereunder, or
for injunction, or both
Section 5.6 InterTAN may liquidate out of the interest of a Participant
hereunder, but only as Retirement or death benefits become due and payable
hereunder, any outstanding loan or loans or other indebtedness of a Participant
owing to InterTAN. InterTAN may elect not to distribute Retirement or death
benefits to any Participant or to a Beneficiary unless and until all unpaid
loans or other indebtedness due to InterTAN from such Participant, together with
interest, have been paid in full.
Section 5.7 Subject to termination or amendment of the Plan, any Plan
Agreement, or both, a Participant's participation in the Plan shall continue
during his Disability or his taking a Leave of Absence. A Participant who is
Disabled or on Leave of Absence shall notify InterTAN of his date of Retirement
as provided in Section 5.3 hereof.
ARTICLE SIX
AMENDMENTS OF PLAN AGREEMENTS
Section 6.1 The Committee may enter into amendments to the Plan Agreement with
any Participant for the purpose of increasing the benefits payable to the
Participant or his Beneficiary in view of increases in his compensation
following the execution of the initial Plan Agreement or the last amendment
thereto and for the purpose of amending any provision of this Plan as it might
apply to a Participant. In such cases, the acceptance of an amendment by a
Participant is voluntary and until the amended Plan Agreement has been submitted
to and accepted by him, it shall not be effective.
ARTICLE SEVEN
BENEFICIARIES OF PARTICIPANT
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Section 7.1 At the time of his acceptance of a Plan Agreement, a Participant
shall be required to designate the Beneficiary to whom benefits under the Plan
and his Plan Agreement will be payable upon his death. A Beneficiary may be one
(1) or more persons or entities, such as dependents, persons who are natural
objects of the Participant's bounty, an inter vivos or testamentary trust, or
his estate. Such Beneficiaries may be designated contingently or successively as
the Participant may direct. The designation of his Beneficiary shall be made by
the Participant on a Beneficiary Designation Form to be furnished by the
Committee and filed with it.
Section 7.2 A Participant may change his Beneficiary, as he may desire, by
filing new and amendatory Beneficiary Designation Forms with the Committee.
Section 7.3 In the event a Participant designates more than one (1) Beneficiary
to receive benefit payments simultaneously, each such Beneficiary shall be paid
such proportion of such benefits as the Participant shall have designated. If
no such percentage designation has been made, the Committee shall hold all
benefit payments until the Beneficiaries agree as to the distribution of the
funds or a judicial determination has been made.
Section 7.4 If the designated Beneficiary dies before the Participant in
question and no Beneficiary was successively named, or if the designated
Beneficiary dies before complete payment of the deceased Participant's benefits
have been made and no Beneficiary was successively named, the Committee shall
direct that such benefits (or the balance thereof) be paid to those persons who
are the deceased Participant's heirs-at-law determined in accordance with the
laws of descent and distribution then in force in the Province of Ontario for
separate personal property, such determination to be made as though the
Participant had died intestate and domiciled in Ontario.
Section 7.5 Whenever any person entitled to payments under this Plan shall be a
minor or under other legal disability or, in the sole judgment of the Committee,
shall otherwise be unable to apply such payments to his own best interest and
advantage (as in the case of illness, whether mental or physical, or where the
person not under legal disability is unable to preserve his estate for his own
best interest), the Committee may in the exercise of its discretion direct all
or any portion of such payments to be made in any one or more of the following
ways unless claims shall have been made therefor by an existing and duly
appointed guardian, conservator, committee or other duly appointed legal
representative, in which event payment shall be made to such representative:
(1) directly to such person unless such person shall be an infant or
shall have been legally adjudicated incompetent at the time of the payment;
(2) to the spouse, child, parent or other blood relative to be
expended on behalf of the person entitled or on behalf of those dependents as to
whom the person entitled has the duty of support;
(3) to a recognized charity or governmental institution to be expended
for the benefit of the person entitled or for the benefit of those dependents as
to whom the person entitled has the duty of support; or
(4) to any other institution, approved by the Committee, to be
expended for the benefit of the person entitled or for the benefit of those
dependents as to whom the person entitled has the duty of support.
The decision of the Committee will, in each case, be final and binding upon all
persons and the Committee shall not be obliged to see to the proper application
or expenditure of any payments so made. Any payment made pursuant to the power
herein conferred upon the Committee shall operate as a complete discharge of the
obligations of InterTAN and of the Committee.
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Section 7.6 If the Committee has any doubt as to the proper Beneficiary to
receive payments hereunder, the Committee shall have the right to withhold such
payments until the matter is finally adjudicated or the Committee may direct
InterTAN to bring a suit for interpleader in any appropriate court, pay any
amounts due into the court, and InterTAN shall have the right to recover its
reasonable attorney's fees from such proceeds so paid or to be paid. Any payment
made by the Committee, in good faith and in accordance with this Plan, shall
fully discharge the Committee and InterTAN from all further obligations with
respect to such payments.
ARTICLE EIGHT
TERMINATION OF PARTICIPATION
Section 8.1 Except as provided in section 8.4, 8.5, 8.6, 10.1 and 10.2 hereof,
termination of a Participant's employment by InterTAN other than by reason of
Retirement, Permanent Disability or Leave of Absence, whether by action of
InterTAN or the Participant's resignation, shall terminate the Participant's
participation in the Plan. Neither the Plan nor the Plan Agreement shall in any
way obligate InterTAN to continue the employment of a Participant, nor will
either limit the right of InterTAN to terminate a Participant's employment at
any time, for any reason, with or without cause.
Section 8.2 Except as provided in Sections 8.4, 8.5, 8.6, 10.1 and 10.2 hereof,
participation in the Plan by a Participant shall also terminate if the Plan or
his Plan Agreement is terminated by InterTAN in accordance with Article Ten.
Section 8.3 Except as provided in Section 8.4, 8.5, 8.6, 10.1 and 10.2 hereof,
upon termination of a Participant's participation in the Plan, all of InterTAN's
obligations to the Participant and his Beneficiary(ies) under the Plan and Plan
Agreement and each of them, shall terminate and be of no further effect.
Section 8.4 Except as provided in Section 8.4, 8.5, 8.6, 10.1 and 10.2, if a
Participant's participation in the Plan is terminated, by:
(a) termination of the Plan;
(b) termination of the Plan Agreement; or
(c) Termination of employment for any reasons other than
(i) death or Retirement, which shall be governed by Article
Five, or
(ii) dishonest or fraudulent conduct of a Participant or the
conviction of a Participant of a felony crime, in which
event no vesting under Section 8.4, 8.5, 8.6, 10.1 or
10.2 shall occur,
then such Participant shall be entitled, as set forth below, to a percentage of
his Plan Benefit Amount as follows:
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Age Attained at Date of Event
Set Forth in 8.4(a), (b) or (c) % Vested
------------------------------- --------
Age 54 or younger 0%
Age 55 to 65 A percent as determined
in 5.1(b) hereof
Age 65 to 70 100%
Age 70 to 75 A percent as determined
in 5.1(c) hereof
Age 75 and thereafter 0%
The amount payable under this Section 8.4 shall be determined as of
the date of the event set forth in Section 8.4(a), (b) or (c) hereof and such
amount as so determined at that time shall not be altered or changed thereafter
except that the provisions of Section 5.5 hereof shall remain fully applicable
during the Participant's employment by InterTAN, during the payment of benefits
under this Section 8.4 and for one (1) year after termination of employment or
payment of benefits. The amount payable under this Section 8.4 shall be paid as
set forth in Section 5.3 hereunder to commence on the first day of the month
next following thirty (30) days after cessation of Participant's employment with
InterTAN.
Section 8.5 In the event that:
(a) any person, corporation, partnership, association, joint stock
company, trust, unincorporated organization, or government, including a
political subdivision thereof (or any combination thereof acting for the purpose
of acquiring, holding, voting, or disposing of equity securities of InterTAN),
acquires beneficial ownership of at least twenty percent (20%) of the then
issued and outstanding common stock of InterTAN; or
(b) on any day more than fifty percent (50%) of the members of the
Board of Directors of InterTAN (excluding those members replacing deceased
Directors) were not Directors two (2) years prior to such date; or
(c) substantially all the assets of InterTAN are sold or InterTAN is
merged or consolidated or otherwise acquired by or with another corporation
(other than an InterTAN subsidiary) unless, as the result of any such merger,
consolidation, or acquisition,
(i) InterTAN is the surviving entity, and
(ii) not more than twenty percent (20%) of InterTAN's then
issued and outstanding common stock is sold or
exchanged as the result of such merger, consolidation,
or acquisition;
then for a period of three (3) years from the occurrence of any such event any
Participant shall be vested with and be entitled to receive a benefit equal to
his Plan Benefit Amount conditioned upon and subject to such Participant's
employment with InterTAN being terminated, whether voluntary or involuntary,
during such three-year period. Such benefit shall be payable in accordance with
Section 5.3 commencing on the first day of the month next following thirty (30)
days after the date on which such Participant terminated his employment or had
his employment terminated. Provided, however, if a Participant becomes entitled
to benefits under this Section 8.5 after the date of his Normal Retirement, then
the amount payable hereunder shall be reduced in the same amounts as set forth
in Section 5.1 (c) hereof.
Any provision hereof to the contrary notwithstanding, any shares of InterTAN
common stock sold or exchanged as the result of any acquisition agreement
initiated by InterTAN whereby InterTAN acquires
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control of or substantially all the assets of another corporation shall not
constitute an event described in Section 8.5 (a) or (c).
No Participant shall be entitled to benefits under this Section 8.5 unless such
Participant's employment relationship with InterTAN is terminated within any
three-year period beginning on the date of occurrence of any event described in
Section 8.5 (a), (b) or (c), provided, however, the occurrence of each such
event shall mark the commencement of a new and separate three year period.
It is specifically provided that the provisions of Section 5.5 shall remain
fully applicable during the payment of benefits under this Section 8.5 and shall
continue for a one year period following termination of the payment of benefits.
In the event of the death of a Participant prior to the receipt of all benefits
payable under this Section, all remaining benefits shall be paid to his
designated Beneficiary.
Section 8.6 In the event that a Participant's employment with InterTAN is
involuntarily terminated for any reason other than those reasons set forth in
Section 8.4(c)(ii), and within a one year period beginning on the date of such
termination there occurs an event described in Section 8.5(a), (b) or (c) then
such Participant, or his Beneficiary if such Participant dies after termination
of employment, shall be entitled to receive a benefit equal to his Plan Benefit
Amount payable in accordance with Section 5.3 commencing on the first day of the
month next following thirty (30) days after the occurrence of such event
described in Section 8.5 (a), (b) or (c). Provided, however, if a Participant
becomes entitled to benefits under this Section 8.6 after the date of his Normal
Retirement, then the amount payable hereunder shall be reduced in the same
amounts as set forth in Section 5.1 (c) hereof.
It is specifically provided that the provisions of Section 5.5 shall remain
fully applicable during the payment of benefits under this Section 8.6 and shall
continue for a one year period following termination of the payment of benefits.
In the event of the death of a Participant prior to the receipt of all benefits
payable under this Section, all remaining benefits shall be paid to his
designated Beneficiary.
ARTICLE NINE
ADMINISTRATION OF THE PLAN
Section 9.1 The Plan shall be administered by the Committee as it is presently
constituted or as it may be changed from time to time by the Board of Directors
of InterTAN.
Section 9.2 In addition to the express powers and authorities accorded the
Committee under the Plan, it shall be responsible for:
(a) construing and interpreting the Plan;
(b) computing and certifying to InterTAN the amount of benefits to be
provided in each Plan Agreement for the Participant or the Beneficiary of the
Participant; and
(c) determining the right of a Participant or a Beneficiary to
payments under the Plan and otherwise authorizing disbursements of such payments
by InterTAN;
in these and all other respects its decisions shall be conclusive and binding
upon all concerned.
Section 9.3 InterTAN agrees to hold harmless and indemnify the members of the
Committee against any and all claims and causes of action by or on behalf of any
and all parties whomsoever, and all losses therefrom, including without
limitation the cost of defense and attorney's fees, based upon or arising out of
any act or omission relating to or in connection with the Plan other than losses
resulting from any such Committee member's fraud or willful misconduct.
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ARTICLE TEN
TERMINATION OR AMENDMENT OF THE PLAN
OR PLAN AGREEMENTS
Section 10.1 InterTAN reserves the right to terminate or amend this Plan or any
Plan Agreement, in whole or in part, at any time, or from time to time, by
resolution of the Board of Directors of InterTAN provided, however, no amendment
to the Plan or to any Plan Agreement shall alter the vested rights of a
Participant or Beneficiary applicable on the effective date of such termination
or amendment and, except for increases in Plan compensation as provided herein,
such vested rights shall remain unchanged. Rights are deemed to have vested if
benefits are actually being paid or if the only condition precedent to the
payment of benefits is the termination of employment (unless terminated for
reasons set forth in Section 8.4(c)(ii), in which event all benefits are
forfeited) with InterTAN or the giving of notice of retirement or the occurrence
of an event described in Section 8.5(a), (b) or (c).
Section 10.2 In the event the Plan or any Plan Agreement is terminated or
adversely amended to the detriment of any Participant and within a one year
period from the effective date of any such amendment or termination there occurs
an event described in Section 8.5(a), (b) or (c), then any Participant so
affected whose employment with InterTAN is terminated, voluntarily or
involuntarily, within a three year period from the date such event occurs shall
be entitled to receive those benefits set forth in Section 8.5 hereof to the
same extent and in the same amounts as though such amendment or termination had
not occurred. This Section 10.2 shall not apply to any Participant who, on the
date of occurrence of any event described in Section 8.5(a), (b) or (c), has
previously retired or has otherwise voluntarily terminated his employment with
InterTAN.
ARTICLE ELEVEN
MISCELLANEOUS
Section 11.1 The Plan and Plan Agreement and each of their provisions shall be
construed and their validity determined under the laws of the Province of
Ontario and InterTAN and each Participant under the Plan hereby submits and
attorns to the exclusive jurisdiction of the courts of the Province of Ontario.
Section 11.2 The masculine gender, where appearing in the Plan or any Plan
Agreement, shall be deemed to include feminine gender. The words "herein",
"hereunder" and other similar compounds of the word "here" shall mean and refer
to the entire Plan and Plan Agreement, not to any particular provision, section
or subsection, and words used in the singular or plural may be construed as
though in the plural or singular where they would so apply.
Section 11.3 INTENTIONALLY DELETED.
Section 11.4 Any person born on February 29 shall be deemed to have been born
on the immediately preceding February 28 for all purposes of this Plan.
Section 11.5 This Plan shall be binding upon and inure to the benefit of any
successor of InterTAN and any such successor shall be deemed substituted for
InterTAN under the terms of this Plan. As used in this Plan, the term
"successor" shall include any person, firm, corporation, or other business
entity which at any time, whether by merger, purchase, or otherwise, acquires
all or substantially all of the assets or business of InterTAN.
11
Section 11.6 A participant shall not be required to mitigate the amount of any
payment provided for in this Plan seeking other employment or otherwise.
Section 11.7 In the event that a Participant institutes any legal action to
enforce his rights under, or to recover damages for breach of any of the terms
of, this Plan or any Plan Agreement, the Participant, if he is the prevailing
party, shall be entitled to recover from InterTAN all actual expenses incurred
in the prosecution of said suit including but not limited to attorneys' fees,
court costs, and all other actual expenses.
Section 11.8 Notwithstanding all other provisions in the Plan, in the event a
Participant is entitled to benefits under two (2) separate sections of the Plan,
the maximum a Participant may receive under this Plan is ten (10) times
Participant's Plan Benefit Amount, payable in accordance with Section 5.3
hereof.
12
Exhibit "A"
INTERTAN, INC.
DEFERRED COMPENSATION PLAN
,19
----------------------- ---
PLAN AGREEMENT
To:_____________________________________________________________________________
(Name of Participant)
The Organization and Compensation Committee of the Board of Directors
of InterTAN, Inc. (the "Committee") has selected you to participate in the
Deferred Compensation Plan (the "Plan"), a copy of which is furnished to you
herewith.
Your participation in the Plan is voluntary and conditioned upon your
acceptance of this Plan Agreement in the manner provided below, by which it
shall be agreed between us as follows:
1) Your participation in the Plan and the rights accruing to you
and your designated Beneficiary(ies) thereunder shall be in
all respects subject to the terms and conditions of the Plan,
the full text of which, and as it may be from time to time
amended, is incorporated herein by reference. You agree to be
bound by the terms and provisions of the Plan, and
specifically, but without limitation, to the noncompetition
provisions set forth in Section 5.5 of the Plan.
2) For the purpose of determining the amount of benefits payable
by InterTAN, Inc. ("InterTAN") under the Plan, it is agreed
and stipulated that your Plan Benefit Amount is U.S.
$__________. At the end of this Plan Agreement is an Addendum,
which from time to time may be used to alter the Plan Benefit
Amount as defined in the Plan by filling in the changed amount
of the Plan Benefit Amount, by dating such change, and by
InterTAN and you executing such Addendum.
3) You acknowledge receipt of a Beneficiary Designation Form
furnished you herewith and agree that upon your acceptance and
return of this Plan Agreement as provided below, you will
deliver such form completed as therein required.
If you desire to participate in the Plan, please accept and return the
enclosed copy of this letter, together with your completed Beneficiary
Designation Form, to David S. Goldberg, on or before thirty (30) days from the
date hereof, whereupon you shall become a Participant in the Plan according and
subject to the terms thereof. If you do not accept and return such copy within
the above time period, then we will assume that you have voluntarily elected not
to participate in the Plan.
Yours very truly,
INTERTAN, INC.
By:
---------------------------
ACCEPTED THIS day of
-----------
,19 .
- ----------------- ---
- -------------------------
(Participant)
Exhibit "B"
INTERTAN, INC.
DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
As a participant in the InterTAN, Inc. Deferred Compensation Plan (the "Plan"),
I, the undersigned, direct the benefits payable at my death under the Plan to be
made as follows:
(1) Primary Beneficiary. I designate , whose current
------------
address is , and Social Security No. is ,
--------------------------- ------------
as the sole Primary Beneficiary to receive the benefits payable at my death
under the Plan.
(2) Contingent Beneficiaries. In the event the Primary
Beneficiary should predecease me, or in the event our deaths shall occur
simultaneously, or if such designated Primary Beneficiary should die before
complete payment of the benefits payable at my death under the Plan, I designate
the following person(s) as the Contingent Beneficiary(ies) to receive such
benefits, or the balance thereof, either successively in the following order, or
contemporaneously in the proportions indicated:
NAME: RELATIONSHIP:
----------------------------- ---------------
CURRENT ADDRESS:
-----------------------------------------------------------
PROPORTION TO RECEIVE
SOCIAL SECURITY NO.: (IF APPLICABLE):
--------------- ----------------------
NAME: RELATIONSHIP:
------------------------------ -------------------
CURRENT ADDRESS:
-----------------------------------------------------------
PROPORTION TO RECEIVE
SOCIAL SECURITY NO.: (IF APPLICABLE):
--------------- -----------------------
(3) If at the time of my death none of the above Beneficiaries survive me,
or none of them shall survive to receive all of the benefits payable at my death
under the Plan, then such benefits, or the balance thereof, shall be distributed
as provided in the Plan.
(4) The rights of the designated Beneficiaries and all payments to them
shall be in all respects subject to the terms and provisions of the Plan, a copy
of which as currently in effect was furnished to me prior to my execution of
this Beneficiary Designation Form.
(5) I reserve the right to change my designated Beneficiary(ies)
by filing a new Beneficiary Designation Form with the Organization and
Compensation Committee as provided in the Plan and understand that no such
change shall be effective unless received by the Committee prior to my death.
SIGNED this day of 19 .
----- ---------- --
-------------------------------
(Participant)