EXHIBIT 10(g)
TERMINATION AGREEMENT
DATED 10 April 2001
PARTIES
1. INTERTAN AUSTRALIA LIMITED (ACN 002 511 944) of 91 Kurrajong Avenue
Mount Druitt, NSW (ITA)
2. RADIOSHACK CORPORATION of 100 Throckmorton Street, Suite 1800, Fort
Worth, Texas, TX 76102, USA (RadioShack)
3. INTERTAN INC of Concord, Ontario, Canada (ITI)
4. INTERTAN CANADA LIMITED of Barrie, Ontario, Canada (ITC)
5. RADIOSHACK INTERNATIONAL PROCUREMENT LIMITED PARTNERSHIP (formerly A&A
International Inc. of Fort Worth, Texas, USA (A&A))(RIPLP)
6. TECHNOTRON SALES CORP PTY LIMITED (ACN 001 260 902) of 91 Kurrajong
Avenue, Mount Druitt, NSW (Technotron)
RECITALS
A. With effect from January 1999, ITA and RadioShack entered into an
amended and restated licence agreement (Licence Agreement) which,
amongst other things, regulated their rights in respect of certain
intellectual property licensed to ITA by RadioShack. On 1 June 2000
the same parties entered into a first amendment to the Licence
Agreement (First Amendment). On 9 November 2000 the same parties
entered into a second amendment to the Licence Agreement (Second
Amendment).
B. With effect from 12 January 1999 ITA, ITI, ITC and RadioShack entered
into an amended and restated advertising agreement (Advertising
Agreement) which, amongst other things, regulated the position between
them in respect of intellectual property in certain advertising and
promotional materials licensed to ITI Group by RadioShack.
C. With effect from 25 January 1999 ITA, ITI, RadioShack, ITC, Technotron
and RIPLP entered into an amended and restated merchandise agreement
(Merchandise Agreement) which, amongst other things, set out the basis
on which RIPLP will supply goods to ITI, ITC, ITA and Technotron.
D. In or about March 2001, ITI and ITC propose to sell the entire issued
share capital of ITA (Share Sale) to Dick Smith Electronics Holding
Pty Limited (DSE).
E. RIPLP is the legal successor in interest to A&A under the Merchandise
Agreement.
F. Subject to the completion of the Share Sale in accordance with the
terms of the Sale Agreement and from the Effective Date, ITA and
RadioShack wish to terminate all rights and obligations between them
under the License Agreement, First Amendment and Second Amendment.
G. Subject to the completion of the Share Sale in accordance with the
terms of the Sale Agreement, and from the Effective Date, the parties
wish to terminate all rights and obligations of ITA to the remainder
of them under the Merchandise Agreement and the Advertising Agreement.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement the following expressions shall have the following
meanings unless the context otherwise requires:
Advertising Agreement has the meaning given in Recital B.
DSE has the meaning given in Recital D.
Effective Date means the date that the Share Sale completes in accordance
with the terms of the Sale Agreement.
First Amendment has the meaning given in Recital A.
ITI Group has the meaning given in Recital B.
License Agreement has the meaning given in Recital A.
Merchandise Agreement has the meaning given in Recital C.
Sale Agreement means the agreement to be entered into between DSE, ITI and
ITC, pursuant to which the Shares will be acquired by DSE from ITI and ITC.
Second Amendment has the meaning given in Recital A.
Share Sale has the meaning given in Recital D
1.2 Interpretation
In this Agreement the following rules of interpretation apply unless the context
otherwise requires:
(a) headings are for convenience only and do not affect the
interpretation of this Agreement;
(b) the singular includes the plural and vice versa;
(c) a gender includes all genders;
(d) where a word of phrase is defined, its other grammatical
forms have a corresponding meaning;
(e) a reference to a person includes a body corporate, and
unincorporated body or another entity and vice versa;
(f) a reference to a clause or schedule is to a clause or
schedule to this Agreement;
(g) a reference to any party to this Agreement or any other
agreement or document includes the party's successors and
permitted assigns.
2. EFFECTIVE DATE
This Agreement takes effect at the Effective Date.
3. TERMINATION OF RIGHTS
3.1 Licence Agreement, First Amendment and Second Amendment
RadioShack and ITA agree to terminate all their rights and obligations under
each of the License Agreement, First Amendment and Second Amendment to the
intent that neither party will have any right, liability or obligation to the
other in relation to any act, matter, thing or omission occurring after the
Effective Date which arises out of any of the License Agreement, First Amendment
or Second Amendment, provided, however, nothing herein shall affect any
liabilities or obligations of either RadioShack or ITA to the other that arose
or occurred prior to the Effective Date.
3.2 Advertising Agreement
RadioShack, ITI, ITC and ITA agree to terminate and extinguish all rights and
liabilities of ITA under the Advertising Agreement to the intent that (i) ITA
will have no right, liability or obligation to or in respect of any of them in
relation to any act, matter, thing or omission occurring after the Effective
Time which arises out of or is connected with the Advertising Agreement and (ii)
neither RadioShack, ITI nor ITC will have any right liability or obligation to
or in respect of ITA in relation to any act, matter, thing or omission occurring
after the Effective Date which arises out of the Advertising Agreement,
provided, however, nothing herein shall affect any liabilities or obligations
of either RadioShack or ITA to the other that arose or occurred prior to the
Effective Date.
3.3 Merchandise Agreement
RadioShack, ITI, ITC, Technotron and RIPLP agree to terminate and extinguish all
rights and liabilities of ITA under the Merchandise Agreement to the intent that
(i) ITA will have no rights, liability or obligation to or in respect of any of
them in relation to any act, matter, thing or omission occurring after the
Effective Time which arises out of or is connected with the Merchandise
Agreement and (ii) neither RadioShack, ITI, ITC, Technotron and RIPLP will have
any right liability or obligation to or in respect of ITA in relation to any
act, matter, thing or omission occurring after the Effective Date which arises
out of the Merchandise Agreement, provided, however, nothing herein shall affect
any liabilities or obligations of either RadioShack or ITA to the other that
arose or occurred prior to the Effective Date. ITA shall within 10 business days
of the Effective Date pay to RadioShack an amount equal to US$177,500 pro rated
for the period which 1 April 2001 to the Effective Date represents to one year,
being the amount which the parties agree ITA shall on the Effective Date owe to
RadioShack under clause 1.5 of the Merchandise Agreement, provided that ITA
shall remain liable to RadioShack under other provisions of the Merchandise
Agreement in respect of products purchased by ITA prior to the Effective Date.
4. COSTS
Each party will pay for its own costs and expenses associated with the
negotiation, preparation and execution of this Agreement.
5. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law for
the time being in force of the State of Texas and the parties by agreeing to
enter into this Agreement shall be deemed to have submitted to the non-exclusive
jurisdiction of the Courts of the State of Texas in relation to this Agreement.
6. FURTHER ASSURANCE
The parties shall execute and do all acts and things necessary or desirable to
implement and give full effect to the provisions and purpose of this Agreement.
7. NO WAIVER
A party to this Agreement is not to be taken to have waived any right or
entitlement it may have under this Agreement unless and until that waiver is
notified in writing to the party seeking the benefit of the alleged waiver.
Waiver by a party in respect of any act or thing required to be done under this
Agreement does not act as a waiver of any other act or thing (whether of the
same or of a different nature) required to be done under this Agreement.
8. SUCCESSORS
This Agreement will be binding on and enure for the benefit of each party to
this Agreement and their respective successors and assigns.
9. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which is an
original and all of which constitute one and the same instrument.
10. ASSIGNMENT
A party may not assign its rights under this Agreement without the consent in
writing of the other party.
11. VARIATION
A provision under this Agreement may not be varied except in writing signed by
the parties.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties about its subject
matter and supersedes any pervious understandings or agreements on the subject
matter.
SIGNED on behalf of INTERTAN AUSTRALIA
LIMITED by :
/s/ James G. Gingerich
Signature of Director
James G. Gingerich
SIGNED on behalf of TECHNOTRON SALES
CORP PTY LIMITED by :
/s/ James G. Gingerich
Signature of Director
James G. Gingerich
SIGNED for RADIOSHACK CORPORATION
/s/ David Christopher
Signature
SIGNED for RADIOSHACK INTERNATIONAL
PROCUREMENT LIMITED PARTNERSHIP
By RADIOSHACK CORPORATION
(General Partner)
/s/ David Christopher
Signature
SIGNED for INTERTAN INC by its authorised
officer in the presence of:
/s/ Stuart Lawrance /s/ James G. Gingerich
Signature of witness Signature of authorised officer
Stuart A. Lawrance James G. Gingerich
Name of witness (print) Name of authorised officer (print)
SIGNED for INTERTAN CANADA LIMITED by
its authorized officer in the presence of:
/s/ Stuart Lawrance /s/ James G. Gingerich
Signature of witness Signature of authorised officer
Stuart A. Lawrance James G. Gingerich
Name of witness (print) Name of authorised officer (print)