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Exhibit 10.18
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of the 23rd day of March, 1999
(the "Agreement") by and between Service Merchandise Company, Inc., a Tennessee
corporation (the "Company"), and Steven Moore (the "Executive").
RECITALS
WHEREAS, the Executive is currently employed by the Company;
WHEREAS, the Company desires to provide for the employment of the
Executive in accordance with the terms and conditions provided herein; and
WHEREAS, the Executive wishes to perform services for the Company in
accordance with the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the premises hereof and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive, and
the Executive hereby agrees to perform services for the Company, on the terms
and conditions set forth herein.
2. Term. The term of employment of the Executive by the Company
hereunder shall commence effective as of March 23, 1999 (the "Effective Date"),
and shall end on March 23, 2002, unless further extended or sooner terminated as
hereinafter provided. Commencing on March 23, 2003, and on each anniversary
thereafter (each such date, an "Anniversary Date"), the term of the Executive's
employment shall automatically be extended for one additional year unless, not
later than the December 31, immediately preceding an Anniversary Date, either
party shall have given notice to the other party that it does not wish to extend
this Agreement (a "Notice of Non-Renewal"). References herein to the "Term" of
this Agreement shall refer to both the initial term and any extended term of the
Executive's employment hereunder. Notwithstanding the foregoing, if a Change of
Control (as defined in Section 6) occurs during the Term, in no event shall the
Term end prior to the end of the twenty-fourth (24th) month following the month
in which such Change of Control occurs.
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3. Position and Duties.
(a) The Executive shall serve as Senior Vice President, General
Counsel and Chief Administrative Officer of the Company and shall have
such responsibilities, duties and authority as are generally
consistent and customary with such positions. Executive shall report
solely to the Chief Executive Officer of the Company. The Executive
shall also serve, if requested by the Board, as a director or officer
of any of the Company's present or future direct or indirect
subsidiaries. The Executive shall, during the Term, be a member of the
Operating Committee.
(b) During the Term, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive shall devote
reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive under this
Agreement, use the Executive's reasonable best efforts to carry out
such responsibilities faithfully and efficiently. It shall not be
considered a violation of the foregoing for the Executive to serve on
corporate, industry, civic or charitable boards or committees, so long
as such activities do not significantly interfere with the performance
of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement.
(c) The Executive shall be based primarily and reside in the
general area of Nashville, Tennessee, except for such reasonable
travel obligations as do not materially exceed the Executive's travel
obligations immediately prior to the Effective Date.
4. Compensation.
(a) Base Salary. During the Term, the Executive shall receive an
annual base salary ("Annual Base Salary") of $350,000. The Annual Base
Salary shall be payable in accordance with the Company's regular
payroll practice for its senior executives, as in effect from time to
time. During the Term, the Annual Base Salary shall be reviewed by the
Compensation Committee of the Board for possible increase at least
annually. Any increase in the Annual Base Salary shall not limit or
reduce any other obligation of the Company under this Agreement. The
Annual Base Salary shall not be reduced after any such increase, and
the term "Annual Base Salary" shall thereafter refer to the Annual
Base Salary as so increased.
(b) Annual Bonus. During the Term, the Executive shall be entitled
to receive an annual bonus ("Annual Bonus") pursuant to the Company's
annual bonus plan, as in effect from time to time.
(c) Other Benefits. During the Term, the Executive shall be entitled
to participate in other employee benefit plans, programs and
arrangements of the Company, other than Annual Bonus plans (covered by
Section 4(b) above) (the "Benefit Plans"), now or
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hereinafter in effect that are applicable to the Company's employees
generally or to its executive officers, as the case may be, subject to
and on a basis consistent with the terms, conditions and overall
administration of the Benefit Plans. During the Term, the Company shall
provide to the Executive all of the fringe benefits and perquisites
that are provided to senior executives of the Company, and the
Executive shall be entitled to participate in and receive any other
fringe benefits or perquisites that become available to the Company's
senior executives.
(d) Vacation and Other Leaves. The Executive shall be entitled to
vacation in accordance with the Company's vacation policy (and to
compensation in respect of earned but unused vacation days) and all
paid holidays and personal leave days that are available generally to
executive officers of the Company.
(e) Expenses. During the Term, the Executive shall be entitled to
receive prompt reimbursement for all reasonable and customary expenses
incurred by the Executive in performing his services hereunder,
including all expenses of travel and accommodations while engaged in
business of the Company, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures
established by the Company.
(f) Services Furnished. The Company shall furnish the Executive with
office space, secretarial and/or administrative assistance, office
supplies, support services and such other facilities and services as
shall be suitable to the Executive's position and adequate for the
performance of his duties hereunder.
5. Compensation on Termination of Employment (Except Within Two Years
Following a Change of Control).
This Section 5 shall apply to termination of the Executive's employment
during the Term and prior to a Change of Control (as hereinafter defined in
Section 6) and to termination of the Executive's employment more than two (2)
years following a Change of Control. This Section 5 shall not apply to
termination of Executive's employment during the Change of Control Period (as
hereinafter defined in Section 6):
(a) Disability. If the Executive's employment with the Company
is terminated by the Executive or the Company due to the Executive's
inability to perform Executive's duties as a result of physical or
mental incapacity ("Disability"), the Executive shall be paid such
amounts, if any, as the Executive is entitled to receive under the
Company's disability insurance policies then in effect for Company
officers, but shall be entitled to no further compensation or benefits
(unless previously accrued under the Company's benefit plans)
(b) Other Termination Not Giving Rise to Salary Continuation. If the
Executive's employment shall be terminated for Cause (as hereinafter
defined) or if the Executive dies or if the Executive terminates
Executive's employment for any reason other than for a
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material breach of this Agreement by the Company, the Company shall pay
the Executive any installments of Executive's Annual Base Salary as
then in effect that would otherwise be due through the date on which
Executive's employment is terminated. The Company shall then have no
further obligations to the Executive under this Agreement except that
in the event of termination by death, the Executive's estate or
beneficiaries, as the case may be, shall be paid such amounts as may be
payable to the Executive under the Company's insurance policies and/or
other benefit plans. For the purposes of this Agreement, the Company
shall have "Cause" to terminate the Executive's employment upon (i) the
willful engaging by the Executive in misconduct materially injurious to
the Company, (ii) acts of dishonesty or fraud by the Executive, or
(iii) the willful violation by the Executive of the provisions of
Section 8 or Section 9 hereof.
(c) Termination Giving Rise to Salary Continuation. The
Company shall terminate the Executive's employment with the Company or
shall provide a Notice of Non-Renewal for any reason other than due to
the Executive's death or Disability or for Cause, or if the Executive
terminates this Agreement because of a material breach of this
Agreement by the Company, then, subject to the compliance by the
Executive with the provisions of Sections 8 and 9 hereof, the Company
shall pay, as salary continuation, to the Executive an amount equal to
two (2) times the Executive's maximum Annual Base Salary paid during
the prior five (5) year period (inclusive of the Annual Bonus paid to
Executive during the 12-month period preceding the date of termination
or the Annual Bonus earned by the Executive with respect to the fiscal
year immediately preceding the date of termination, whichever Annual
Bonus is higher, but excluding unearned bonuses negotiated by Executive
at the time of the Executive's employment with the Company), payable in
a lump sum, but no other compensation or benefits (unless accrued under
the Company's benefit plans prior to the date of termination of
employment or as provided in Section 4(d) hereof) shall be paid to the
Executive. In addition, the Company shall cause all unvested stock
options held by the Executive to be fully vested as of the date of
termination under this Section 5(c).
(d) Healthcare Coverage. If the Executive's employment with
the Company is terminated by the Company for any reason other than due
to the Executive's death or Disability or for Cause, the Company will
reimburse the Executive for the premium paid by the Executive for
continued coverage for the Executive (and any dependents of the
Executive covered by the Company's healthcare plans at the time the
Executive's employment was terminated) under the Company's healthcare
plan pursuant to "COBRA" (or any other mandatory healthcare
continuation law then in effect), such coverage then being
substantially similar to that provided by the Company to its senior
executives and their eligible dependents. The Executive will be
entitled to reimbursement for such coverage for the period commencing
with the date of termination of employment and ending on the earlier of
(i) the second anniversary of termination of employment, or (ii) the
date the Executive becomes eligible to receive any healthcare coverage
from another employer of the Executive or Executive's spouse, or any
governmental entity, that does not contain any exclusion or limitation
with respect to any pre-existing condition of the Executive or
Executive's covered
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dependents. If the Executive (or Executive's dependents covered at the
time of termination of employment) elects not to continue coverage
under COBRA (or any other mandatory healthcare continuation law then in
effect) or is not eligible to continue coverage under such healthcare
continuation law, and is otherwise eligible under this Section 5(d),
the Company will reimburse the Executive for the cost of purchasing
substantially similar coverage or a supplement required to achieve
substantially similar coverage under another arrangement approved by
the Company for the same period; however, such reimbursement shall be
limited to the then current premium charged to others by the Company
for substantially similar coverage under COBRA (or other mandatory
healthcare continuation law then in effect). Any amount payable to the
Executive shall be subject to withholding of applicable taxes as
provided in Section 13 hereof. In the event of Executive's death
following termination giving rise to the benefit described in this
Section 5(d), but before the expiration of such benefits, Executive's
dependents shall be entitled to such benefits.
(e) Sole Remedy. The Executive hereby agrees that amounts payable
under this Section 5 shall be Executive's sole and exclusive remedy
against the Company on account of termination of employment during the
Term and prior to a Change of Control and on account of termination of
employment more than two (2) years following a Change of Control.
6. Compensation on Termination of Employment Within Two Years Following
A Change of Control.
This Section 6 shall apply to termination of Executive's employment
during the "Change of Control Period" (as defined in this Section 6). This
Section 6 shall not apply to termination of Executive's employment prior to a
Change of Control or more than two (2) years following a Change of Control:
(a) Definition of Certain Terms.
(i) "Good Reason" shall mean the occurrence or continuation,
without consent of Executive, after a Change of Control, of any
of the following events within the Change of Control Period:
(A) the assignment to Executive of any duties
inconsistent with the customary powers and duties that
Executive held immediately prior to the Change of Control, or
an adverse change in the status, position or conditions of
Executive's employment or the nature of Executive's
responsibilities in effect immediately prior to such Change
of Control, or any removal of Executive from, or any failure
to re-elect Executive to, any of such positions;
(B) a reduction by the Company in Executive's Annual Base
Salary as in effect immediately prior to such Change of
Control;
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(C) the relocation of Executive's principal office to a
location outside a 35 mile radius from Executive's principal
office immediately prior to such Change of Control, except
for required travel on the Company's business to an extent
substantially consistent with Executive's business travel
obligations immediately prior to such Change of Control;
(D) the failure by the Company to continue in effect any
benefit or compensation plan in which Executive participates
immediately prior to the Change of Control which is material
to Executive's total compensation, including but not limited
to any stock or stock option, employee stock ownership,
bonus, insurance, disability and vacation plans which the
Company currently has or any substitute or additional plans
adopted prior to the Change of Control, unless an equitable
arrangement (embodied in an ongoing substitute or
alternative plan or plans) has been made with respect to
such plan, or the failure by the Company to continue
Executive's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable,
both in terms of the amount of benefits provided and the
level of Executive's participation relative to other
participants, as in existence immediately prior to such
Change of Control; or
(E) the failure of the Company to obtain an agreement
from any successor to assume and agree to perform this
Agreement as contemplated herein.
(ii) A "Change of Control" shall be deemed to have taken
place if (i) any person or entity, including a "group" as defined
in Section 13(d)(3) of the Securities and Exchange Act of 1934,
other than Company or a wholly-owned subsidiary thereof or any
employee benefit plan of Company or any of its subsidiaries,
becomes the beneficial owner of the Company securities having 20%
or more of the combined voting power of the then outstanding
securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an in
issuance of securities initiated by the Company in the ordinary
course of business); or (ii) as the result of, or in connection
with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions, less than a majority
of the combined voting power of the then outstanding securities
of the Company or any successor corporation or entity entitled to
vote generally in the election of the directors of the Company or
such other corporation or entity after such transaction is held
in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; or (iii) the
following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals
who, as of the Effective Date, constitute the Board and any new
director (other than a director whose initial assumption of
office is in connection with an
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actual or threatened election contest, including but not limited
to, a consent solicitation, relating to the election of directors
of the Company) whose appointment or election by the Board or
nomination for election by the Company's shareholders, was
approved or recommended by a vote of at least two-thirds of the
directors of the Company then still in office who were directors
of the Company on the Effective Date or whose appointment,
election or nomination for election was previously so approved or
recommended.
(iii) "Change of Control Period" shall mean the two (2)
year period following a Change of Control.
(iv) "Change of Control Severance Benefits" shall mean all
of the following payments:
(A) any installments of Executive's Annual Base
Salary through the date of termination of employment at
the rate in effect at the time the Notice of Termination
is given,
(B) the Special Termination Payment; and
(C) the Medical Benefits.
(v) "Change of Control Date" shall mean the date on which
a Change of Control occurs.
(vi) "Medical Benefits" shall mean the reimbursement for
continued medical coverage for Executive and Executive's
dependents described in Section 5(d) hereof
(vii) "Notice of Termination" shall refer to written
notice described in Section 6(d) indicating the specific
termination provision of this Agreement relied upon, setting
forth in reasonable detail the facts and circumstances claimed to
provide the basis for termination of Executive's employment under
the provision so indicated and stating the date of termination.
(viii) "Special Termination Payment" shall mean an amount
payable in a single lump sum equal to the product of (x) the sum
of the Executive's maximum Annual Base Salary paid during the
five (5) year period preceding the date of termination (inclusive
of the Annual Bonus paid to Executive during the 12-month period
preceding the date of termination or the Annual Bonus earned by
the Executive with respect to the fiscal year immediately
preceding the date of termination, whichever Annual Bonus is
higher, but excluding unearned bonuses
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negotiated by Executive at the time of Executive's employment
with the Company), multiplied by (y) the number three (3).
(b) Termination Not Giving Rise To Special Termination
Payments or Medical Benefits. If Executive's employment is terminated
during the Change of Control Period for Cause (as defined in Section
5(b), or on account of Disability (as defined in Section 5(a)), or if
Executive dies during the Change of Control Period, or if Executive
terminates Executive's employment during the Change of Control Period
without Good Reason, the Company shall pay to Executive any
installments of Executive's Annual Base Salary as then in effect that
would otherwise be due through the date on which Executive's employment
is terminated. The Company shall then have no further obligations to
the Executive under this Agreement (unless accrued under the Company's
benefit plans) except that in the event of termination by death, the
Executive's estate or beneficiaries, as the case may be, shall be paid
such amounts as may be payable to the Executive under the Company's
insurance policies and/or other benefit plans, and except that in the
event of termination by Disability, the Executive shall be paid such
amounts as Executive is entitled to receive under the Company's
disability insurance policies and plans then in effect covering the
Executive.
(c) Termination Giving Rise to Change of Control Severance
Benefits. If the Executive's employment is terminated or a Notice of
Non-Renewal is given by the Company during the Change of Control Period
for any reason other than Cause, death of the Executive or Disability,
or if the Executive terminates his employment during the Change of
Control Period for Good Reason, then Executive shall be entitled to
receive the Change of Control Severance Benefits, all of which (except
the Medical Benefits) shall be paid to Executive within ten (10) days
following the date of termination. In addition, the Company shall cause
all unvested stock options held by the Executive to be fully vested as
of the date of termination.
(d) Notice of Termination. Any termination of Executives
employment by the Company or by Executive pursuant to this Section 6
shall be communicated by written notice of termination (the "Notice of
Termination") to the other party hereto, which shall indicate the
specific termination provision in the Agreement relied upon, shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment and shall
state the date of termination.
(e) Sole Remedy. The Executive hereby agrees that the Change
of Control Severance Benefits shall be Executive's sole and exclusive
remedy against the Company or any successor on account of termination
of employment during the Change of Control Period.
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7. Certain Reduction in Payments by the Company.
(a) Definition of Certain Terms.
(i) A "Payment" shall mean any payment or distribution in the
nature of compensation to or for the benefit of Executive,
whether paid or payable pursuant to this Agreement or otherwise.
(ii) An "Agreement Payment" shall mean a Payment paid or payable
on account of termination of employment during the Change in
Control Period pursuant to Section 6 of this Agreement
(disregarding the reduction provided by Section 7(b)).
(iii) "Net After Tax Receipt" shall mean the Present Value (as
defined below) of all Payments that are contingent on a Change of
Control within the meaning of Section 28OG of the Internal
Revenue Code of 1986, as amended (the "Code"), net of all taxes
imposed on Executive with respect thereto under Sections 1 and
4999 of the Code, determined by applying the highest marginal
rate under Section 1 of the Code which applied to Executive's
taxable income for the immediately preceding taxable year.
(iv) "Present Value" shall mean such value determined in
accordance with Section 28OG(d)(4) of the Code.
(b) Limitation on Agreement Payments. It is intended that all
Agreement Payments hereunder, together with all other Payments to
Executive contingent upon or in connection with a Change of Control
are reasonable compensation for Executive's service to Company and its
subsidiaries. Notwithstanding the foregoing, should Company determine,
based upon the opinion of the independent accounting advisors of
Company immediately prior to the Change of Control ("Accounting
Firm"), that the Agreement Payments and other Payments, together with
any other amounts received by Employee that must be included in such
determination, would result in the payment of an "excess parachute
payment" as defined in Section 2800 of the Code, then Company will
reduce the Agreement Payments to the minimum extent necessary so that
no portion of the aggregate Payments would result in the payment of an
"excess parachute payment;" provided, however, that such reduction
will be made if, but only if, the value of all such Payments (without
regard to the foregoing reduction) would result in Net After Tax
Receipts which are less than the Net After Tax Receipts that would
result after taking into account any such reduction.
(c) Opinion of Accounting Firm. Company may reduce the Agreement
Payments pursuant to this Section 7 only if with in thirty (30) days
of Executive's termination it provides Executive with an opinion of
the Accounting Firm that Executive will be considered to have received
"excess parachute payments" as defined in Section 2800 of the Code if
Executive were to receive the full amounts owing pursuant to the terms
of this
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Agreement and that the reduced amount proposed to be paid by the
Company will result in Net After Tax Receipts that are equal to or
greater than the Net After Tax Receipts which would result from
reduction in the Agreement Payments by any other amount.
8. Unauthorized Disclosure.
(a) During the period in which the Executive is employed by the
Company, the Executive shall not, without the prior written consent of
the Board, or a person authorized thereby, disclose to any person,
other than a person to whom disclosure is necessary or appropriate in
connection with the performance by the Executive of Executive's duties
as an officer of the Company, or its subsidiaries or its affiliates,
any confidential information obtained by Executive while in the employ
of the Company with respect to any of the Company's products,
improvements, formulae, designs or styles, processes, customers,
methods of marketing or distribution, systems, procedures, plans,
proposals, policies or methods of manufacture, the disclosure of which
Executive knows, or should have reason to know, will be damaging to
the Company or its subsidiaries or its affiliates, nor shall Executive
make any false statements regarding the Company or its subsidiaries or
its affiliates or take any other action which Executive knows, or
should have reason to know, will be damaging to the Company or its
subsidiaries or its affiliates; provided, however, that confidential
information shall not include any information known generally to the
public (other than as a result of unauthorized disclosures by the
Executive) or any information of a type not otherwise considered
confidential by persons engaged in the same business or a business
similar to that conducted by the Company. Following the termination of
the Executive's employment with the Company for any reason, the
Executive shall not disclose any confidential information of the type
described above or take any action of type described above except as
may be required in the opinion of the Executive's Counsel in
connection with any judicial or administrative proceeding or inquiry.
The provisions of this Section 8 shall be binding upon the Executive's
heirs, successors and legal representatives.
(b) Company agrees to refrain from making derogatory or defamatory
statements about or concerning Executive.
9. Non-Competition. During the period in which the Executive is
employed by the Company and for a period of one (1) year following any
termination giving rise to salary continuation payments pursuant to Section 5(c)
or to Change of Control Severance Benefits pursuant to Section 6(c), the
Executive will not (a) directly or indirectly own, manage, operate, control or
participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director or otherwise with, or have
any financial interest in, or aid or assist anyone else in the conduct of, any
business which is in substantial competition with any business conducted by the
Company or by any group, division or subsidiary of the Company in any area where
such business is being conducted at the time of such termination (provided that
ownership of five percent (5%) or less of the voting stock of any publicly held
corporation shall not constitute a violation hereof) or (b) directly or
indirectly employ, solicit for employment, or advise or recommend to any
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other persons that they employ or solicit for employment, any employee of the
Company or any of its subsidiaries or affiliates.
10. Specific Performance. The Executive acknowledges and agrees that,
in the event of a breach of Section 8 or Section 9 hereof by the Executive, the
Company would be irreparably harmed and that monetary damages would be an
inadequate remedy in favor of the Company. Accordingly, the Executive and the
Company agree that in the event of such a breach, the Company shall be entitled
to injunctive relief against the Executive.
11. Binding Agreement. This Agreement and all obligations of the
Company hereunder shall be binding upon the successors and assigns of the
Company. This Agreement and all rights of the Executive hereunder shall inure to
the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
Mr. Steven Moore
104 Tilbury Court
Brentwood, Tennessee 37027
If to the Company:
Service Merchandise Company, Inc.
7100 Service Merchandise Drive
Brentwood, Tennessee 37027
Attn: Chief Executive Officer
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
13. Withholding of Taxes. The Company may withhold from any amounts
payable under this Agreement, all federal, state, city or other taxes as shall
be required pursuant to any law or government regulation or ruling.
14. Governing Law. This Agreement shall be construed according to the
laws of Tennessee, without giving effect to the principles of conflicts of laws
of such State.
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15. Amendment, Modification, Waiver. This Agreement may not be amended
except by the written agreement of the parties hereto. No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by Executive and the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
However, notwithstanding anything in this Agreement to the contrary, if in the
opinion of the Company's accountants, any provision of this Agreement would
preclude the use of "pooling of interest" accounting treatment for a Change of
Control transaction that (i) would otherwise qualify for such accounting
treatment and (ii) is contingent upon qualifying for such accounting treatment,
then to the extent any provision of this Agreement disqualifies the transaction
as a "pooling of interest" transaction (including, if applicable, the entire
Agreement), such provision(s) shall be null and void as of the date hereof.
16. Binding Effect. This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided for herein. Without limiting the generality of the foregoing,
Executive's right to receive payments hereunder shall not be assignable,
transferable or delegable, whether by pledge, creation of a security interest or
otherwise, other than by a transfer by his will or by the laws of descent and
distribution and, in the event of any attempted assignment or transfer contrary
to this paragraph, the Company shall have no liability to pay any amount so
attempted to be assigned, transferred or delegated.
17. Entire Contract. This Agreement constitutes the entire agreement
and supersedes all other prior agreements, employment contracts and
understandings, both written and oral, express or implied with respect to the
subject matter of this Agreement, including, without limitation, any employment
agreement or any severance or indemnification, by and between the Company and
the Executive, all of such agreements being rendered null and void by this
Agreement.
18. Termination. This Agreement shall be terminable only upon the
occurrence of any one of the following events: (a) expiration of the Term
without Executive's employment having been previously terminated; (b) the
termination of Executive with payment in full of all the payments/benefits
described in Sections 5 or 6 hereof as appropriate; or (c) the Company (or its
successor in interest) and Executive so agree in writing; provided, however,
that the provisions of Sections 8 and 9 hereof shall survive without limitation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SERVICE MERCHANDISE COMPANY, INC.
By: /s/ Sam Cusano
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Sam Cusano
Accepted and Agreed:
/s/ Steven Moore
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Steven Moore
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