Exhibit 10(c)
Brian E. Levy
President
Chief Executive Officer
(905) 760-9708
(905-760-9723 FAX
September 11, 2001
Mr. Jeffrey A. Losch
250 Willowridge Court
Oakville, ON
L6L 5J2
Dear Jeff:
The following letter is to confirm your employment arrangements with InterTAN,
Inc. (the Company") and replaces your employment letter dated February 23, 1999
as amended by my letter of February 15, 2000. You will hold the position of
Senior Vice President, Secretary and General Counsel for InterTAN, Inc. You will
also have the title of Senior Vice President, Human Resources, Real Estate and
General Counsel for InterTAN Canada Ltd. Your compensation and benefits will be
as described below and, in consideration, you agree to devote your primary
working time, skill, attention and best efforts to the business of InterTAN,
Inc. and InterTAN Canada Ltd. All amounts referred to within are denominated in
Canadian dollars.
Base Salary: Effective October 1, 2001, $200,000 per year, subject to annual
review, payable bi-weekly in accordance with the Company's normal
payroll procedures.
Bonus: Your bonus base for FY2002 will be $50,000, subject to annual
review. Your bonus base may be subject to change, either up or
down, depending upon and corresponding to the Company's actual
operating performance as set forth in the applicable bonus plans
approved by the Board of Directors. You will also be entitled to
such other bonuses, if any, as the Board of Directors of the
Company may determine at its sole discretion.
Stock Options: You will be granted an option to purchase 15,000 shares
of the Company's stock under the InterTAN, Inc. 1996 Stock Option
Plan. The exercise price will be the fair market value of the
stock (ie. the NYSE closing price) on the date of the grant. The
grant date will be the date the grant is approved by the Board of
Directors, which is anticipated to be at their
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earliest convenience. You will be entitled to future grants
of stock options as determined from time to time by the Board
of Directors.
Severance
Benefits: If your employment with the Company is terminated for any
reason other than your voluntary resignation from the
Company, for "cause" or your death or disability, you shall
be entitled to receive severance benefits in an amount equal
to nine (9) months of your then current base salary and the
bonus base which would actually be payable under your then
current bonus formula. "Cause" shall, for the purpose of this
letter, have such meaning as commonly recognized under the
employment laws of the Province of Ontario.
Change of
Control: In the event that there is a "Change of Control" of the
Company (which shall be deemed to have occurred if any of the
events described in section 8.5(a), (b) or (c) of the
Company's Deferred Compensation Plan) and if, within eighteen
(18) months of such Change of Control, your employment is
involuntarily terminated or there is a material reduction in
the scope and level of your duties, responsibilities or the
effective authority associated with your position, you shall
be entitled to receive severance benefits in an amount equal
to twelve (12) months of your then current base salary and
base bonus, payable in one single lump sum payment, and shall
also be entitled to the continuation of company-paid health,
dental and life insurance (then in effect, whether group or
non-group) benefits for such twelve (12) month period.
Voluntary
Termination: You agree that you will not voluntarily terminate your
employment with the Company prior to June 30, 2002 and,
should you decide to terminate your employment on that date,
you will provide the Company with at least three months'
written notice of your intention to do so. For the period
from April 1, 2002 to May 26, 2002, you may give less than
three months notice provided that the date of termination
shall not be earlier than June 30, 2002. After May 26, 2002,
you may terminate your employment at any time upon five
weeks' written notice to the Company.
Deferred
Compensation Plan: You will continue to participate in the Company's
Deferred Compensation Plan and your "Plan Benefit Amount"
will be increased to $1,250,000.
Car Allowance: $13,500 per year payable in 26 equal bi-weekly amounts as
part of your regular pay cheque.
Housing/Relocation
Expense: You will be expected to spend, on average, four days per week
at the company's Barrie facility and one day per week at our
Concord offices.
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The Company will provide you with an allowance of $500 per
month which will be paid either directly to your landlord
should you choose to rent an apartment in Barrie, or be
reimbursed to you monthly as a travel expense. In the event
that you decide to relocate closer to our Barrie facility and
if such relocation eliminates the need for payment of the
foregoing allowance, the Company will reimburse your
reasonable moving expenses, provided that all moving expenses
require the prior approval of the Company and the Company
reserves the right to select the service provider.
Stock Purchase
Plan: You continue to be eligible to participate in InterTAN,
Inc.'s Stock Purchase Plan ("SPP"). Under the SPP, you can
make voluntary contributions of up to 10% of your base salary
and bonus (when paid out) and the Company will match employee
contributions pursuant to the existing SPP formula (initially
40% of employee contributions for the first three years of
participation, then increasing to 60% and ultimately to 80%).
Existing SPP terms will apply if you elect to continue to
participate.
Group RRSP's: You will be entitled to participate in the Group RRSP
Plan to the same extent as other members of the Company's
Executive Management in accordance with the terms of the
Group RRSP Plan. You will also be entitled to continue to
participate in the extended health, medical and dental plans
currently offered by the Company.
Insurance: You will be entitled to participate in the Company's various
insurance plans in accordance with their respective terms.
You will be provided with life insurance (three times the
aggregate of base salary and bonus base) and long-term
disability insurance. The Company will pay the same
proportion of your total premium for each type of insurance
as provided to other members of the Executive Management.
Upon termination of your employment, whether voluntary or
involuntary, the Company will, to the extent possible,
transfer to you all life insurance policies which it holds on
your life, the costs of such transfer, if any, to be at your
sole expense.
Vacation: Four (4) weeks' paid vacation per calendar year, commencing
2002. No carry-over of unused vacation time.
Computer: The Company will provide you with a suitable laptop computer
for business use.
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If the foregoing accurately sets forth our understanding, please acknowledge
below and return a copy of this letter.
Sincerely,
InterTAN Inc.,
/s/ Brian E. Levy
Brian E. Levy
President and Chief Executive Officer
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Accepted and agreed to this 11th day of September, 2001.
/s/ Angie Grosse /s/ Jeffrey A. Losch
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Witness Jeffrey A. Losch