EX-10.19 INTERIM EXECUTIVE SERVICES AGREEMENT

 

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                                                                   EXHIBIT 10.19

 

                             TATUM CFO PARTNERS, LLP

 

                      INTERIM EXECUTIVE SERVICES AGREEMENT

 

                                                                   June 24, 2005

 

Joseph McGuire, CEO

Tweeter Home Entertainment Group

40 Pequot Way

Canton, MA 02021

 

Dear Joe:

 

Tatum CFO Partners, LLP ("Tatum") understands that Tweeter Home Entertainment

Group ("the Company") desires to engage a partner of Tatum to serve as interim

chief financial officer. This Interim Executive Services Agreement sets forth

the conditions under which such services will be provided.

 

Services; Fees

 

Commencing on July 6, 2005, Tatum will make available to the Company Paul

Burmeister (the "Tatum Partner"), who will serve as chief financial officer of

the Company for a term of three months, or such longer term as mutually agreed

to by the Company and the Tatum Partner. The Tatum Partner will become an

employee and, if applicable, a duly elected or appointed officer of the Company,

and subject to the supervision and direction of the CEO of the Company, the

board of directors of the Company, or both. Tatum will have no control or

supervision over the Tatum Partner.

 

The Company will pay the Tatum Partner directly a salary of $23,920.00 per

month, with payments to be made in the normal course of the Company's

exempt-employee payroll. In addition, the Company will pay directly to Tatum a

fee of $5,980.00 per month as compensation for resources provided. The Company

will pay Tatum the monthly fees one month in advance, with the first payment due

on July 6, 2005. The second payment and every payment thereafter will be paid in

advance before each month-end related to the following month.

 

Within the first six weeks of the Tatum Partner's engagement by the Company, the

Company and the Tatum Partner will agree on targets and deliverables to be used

as the basis for incentive compensation. If the agreed-upon targets and

deliverables are achieved, at the end of the engagement the Tatum Partner will

receive incentive compensation equal to 25% of salary paid during the

engagement, or such lesser amount as the Tatum Partner and the Company may agree

to. In addition, Tatum shall receive a fee equal to 25% of the incentive

compensation paid to the Tatum Partner, payable within ten days of the end of

the engagement.

 

The Company will have no obligation to provide the Tatum Partner any health or

major medical benefits. In lieu of the Tatum Partner participating in the

Company-sponsored employee medical insurance benefit plan, the Tatum Partner

will remain on his or her current medical plan. The Company will reimburse the

Tatum Partner for amounts paid by the Tatum Partner for medical

 

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insurance for himself and his family upon presentation of reasonable

documentation of premiums paid by the Tatum Partner, provided that such

reimbursement will not exceed the amount paid by the Company for comparable

benefits provided to other senior managers. In accordance with the U.S. federal

tax law, such amount will not be considered reportable W-2 income, but instead

non-taxable benefits expense reimbursement.

 

As an employee, the Tatum Partner will be eligible for any Company employee

retirement and/or 401(k) plan and for vacation and holidays consistent with the

Company's policy as it applies to senior management, and the Tatum Partner will

be exempt from any delay periods otherwise required for eligibility.

 

The Company will reimburse the Tatum Partner directly for out-of-pocket expenses

incurred by the Tatum Partner in providing services hereunder to the same extent

that the Company is responsible for such expenses of senior managers of the

Company.

 

The Company agrees to pay Tatum and to maintain a security deposit of $10,000.00

for the Company's future payment obligations to both Tatum and the Tatum Partner

under this agreement (the "Deposit"). The security deposit must be received by

Tatum before the Tatum Partner's employment commences. If the Company breaches

this agreement and fails to cure such breach as provided in this agreement,

Tatum will be entitled to apply the Deposit to its damages resulting from such

breach. Upon termination or expiration of this agreement, Tatum will return to

the Company the balance of the Deposit remaining after application of any

amounts to unfulfilled payment obligations of the Company to Tatum or the Tatum

Partner as provided for in this agreement.

 

Hiring Tatum Partner Outside of Agreement

 

During the twelve (12)-month period following termination or expiration of this

agreement, other than in connection with another Tatum agreement, the Company

will not employ the Tatum Partner, or engage the Tatum Partner as an independent

contractor, to render services of substantially the same nature as those to be

performed by the Tatum Partner as contemplated by this agreement. The parties

recognize and agree that a breach by the Company of this provision would result

in the loss to Tatum of the Tatum Partner's valuable expertise and revenue

potential and that such injury will be impossible or very difficult to

ascertain. Therefore, in the event this provision is breached, Tatum will be

entitled to receive as liquida