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EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
the
11th day of October, 2005, between Rex
Radio and Television, Inc., an Ohio
corporation (the "Corporation") and David
L. Bearden (the "Employee").
Recitals
The Corporation desires to employ Employee as its President and
Chief
Operating Officer, and Employee desires to accept such
employment,
on the
terms and conditions contained herein.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
contained herein, the parties agree as
follows:
ARTICLE I - DUTIES OF EMPLOYEE
1.1
Duties of Employee. Employee shall be employed as President and
Chief Operating Officer of the Corporation,
for the period set forth in Article
II below. Employee shall be subject to the
supervision of the Chief Executive
Officer and the Board of Directors of the
Corporation, and shall perform those
executive, operational and administrative
duties normally performed by the
President and Chief Operating Officer of a
corporation.
1.2
Engaging in Other Employment. Employee shall devote his full
business time, energies, attention and
abilities to the business of the
Corporation.
1.3
Additional Duties. In addition to the foregoing duties,
Employee
shall perform such other work as may be
assigned to him from time to time
subject to the instructions, directions and
control of the Chief Executive
Officer and the Board of Directors.
ARTICLE II - TERM OF EMPLOYMENT
2.1
Term. The Corporation shall employ Employee commencing as of
October 11th, 2005, and continuing for a
two (2) year and Three (3) month period
through January 31, 2008 (the "Employment
Period") and any renewal period
provided for in Section 2.2 below unless
earlier terminated by Employee's
(i) resignation, (ii) death, (iii) total
disability, or (iv) termination of
employment, as provided in Article VI.
"Total disability" shall mean such
disability as shall render Employee
incapable of performing substantially all of
his duties for the Corporation as
determined by any two qualified physicians
chosen by the Corporation.
2.2 Renewal Term.
The terms and conditions of this Agreement shall
automatically renew, without any further
action by either party required, upon
the expiration of the Employment Period and
any period of renewal for subsequent
one (1) year periods unless (i) notice of
termination is provided to the other
party at least ninety (90) days prior to
the expiration of the Employment Period
or any period of renewal or (ii) this
Agreement is otherwise terminated pursuant
to Article VI.
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ARTICLE III - COMPENSATION AND EXPENSES
3.1
Compensation. Employee shall receive as compensation for
services
rendered under this Agreement a base salary
of Two Hundred Thousand Dollars
($200,000) per year, payable in equal
monthly installments of Sixteen Thousand
Six Hundred Sixty-six and 66/100 Dollars
($16,666.66) per month on the last
working day of each month (or such more
frequent dates as the Corporation may
choose), and prorated for any partial
monthly period. Employee shall also
receive a signing bonus, of Sixty Five
Thousand Dollars ($65,000) payable: (i)
Eight Thousand Dollars ($8,000) upon
execution of this Agreement; and (ii) Fifty
Seven Thousand Dollars ($57,000) on or
before January 15, 2006; the signing
bonus shall be deemed to include a moving
expense reimbursement,
3.2
Expenses. Employee is authorized to incur reasonable expenses
in
connection with the performance of his
duties for the Corporation, including
expenses for entertainment, travel, and
similar business purposes. The
Corporation will reimburse Employee for all
such expenses upon the presentation
of an itemized account of such expenditures
and approval of the expenditures by
a designated officer. In incurring
reasonable business expenses, Employee shall
conform to the policies of the Corporation
as adopted by the Board of Directors
from time to time.
ARTICLE IV - EMPLOYEE BENEFITS AND BONUSES
4.1
Employee Benefit Plans. Employee shall be entitled to
participate
in any qualified pension plan, qualified
profit-sharing/401k plan, medical and
dental reimbursement plan, group term life
insurance plan, and any other
employee benefit plan which may be
established by the Corporation, such
participation to be in accordance with the
terms of any such plan.
4.2
Automobile. Employee shall be furnished an automobile owned by
the
Corporation for use during the Employment
Period and any period of renewal.
4.3
Bonus. In addition to Employee's salary as provided in Section
3.1, Employee shall be entitled to an
annual cash bonus computed based upon the
earnings before income taxes ("EBT") of the
retail business of REX Stores
Corporation and its subsidiaries ("REX")
determined by the independent public
accountants then engaged by REX. EBT shall
not include (i) any income from REX's
synthetic fuel or other alternative energy
investments, (ii) any deduction for
Stuart A. Rose's bonus as Chief Executive
Officer of the Corporation, (iii) any
expenses of REX relating to stock options,
and (iv) any extraordinary expense
incurred by REX, including any
restructuring and/or store closing expense.
Employee's annual cash bonus shall be based upon EBT for each
fiscal year of REX during the Employment
Period and any period of renewal, as
follows:
Amount of Cash Bonus for each $1 million of EBT
-----------------------------------------------
$10,000 Up to $5
million
$15,000 Over $5
million to $10 million
2
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$20,000 Over $10
million to $15 million
$25,000 Over $15
million to $20 million
$30,000 Over $20
million
Employee shall be entitled to twenty-five percent (25%) of the
above annual bonus for the period of his
employment in fiscal year 2005 through
January 31, 2006. Employee shall be
entitled to a minimum bonus of $50,000
(Fifty Thousand Dollars) for the fiscal
period ending January 31, 2007, so long
as there is positive EBT for the retail
business of REX for such fiscal period,
as determin
