Exhibit 10.22
SEVERANCE
AGREEMENT
THIS AGREEMENT is entered into as of
October 25, 2005 between Gregg Appliances, Inc., an Indiana
corporation (the “Company”), and Donald J. B. Van der
Wiel (“Executive”).
W I T N E S S E T H
WHEREAS, in connection with the
Executive’s employment as Chief Financial Officer of the
Company, the Company and Executive wish to set forth the terms of
the Executive’s severance benefit and protection in the event
Executive’s employment is terminated without Cause (as
defined below).
NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein contained, the parties
hereto agree as follows:
1. Employment and Duties.
(a) General . The Company
hereby employs Executive, and Executive agrees, upon the terms and
conditions herein set forth, to serve as the Company’s Chief
Financial Officer. In such capacity, Executive shall perform such
duties as may be delineated in the by-laws of the Company, and such
other duties as may be assigned to Executive from time to time by
the Company’s Board of Directors or its Chief Executive
Officer.
2. Compensation and Other
Benefits . Subject to the provisions of this Agreement, the
Company shall pay and provide the following compensation and other
benefits to Executive as compensation for services rendered
hereunder:
(a) Base Salary . The Company
shall pay to Executive an annual base salary (the “Base
Salary”) at the rate of $225,000 per annum, payable in
accordance with the
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Company’s then current payroll practice.
The Base Salary shall be reviewed annually and may be increased in
the sole discretion of the Compensation Committee of the
Company’s Board of Directors (the “Compensation
Committee”), with the advice and input of the Chief Executive
Officer of the Company. The Company shall be entitled to deduct or
withhold all taxes and charges which the Company may be required to
deduct or withhold therefrom.
(b) Bonus . Executive shall
be eligible for a bonus target of $200,000 per year paid annually
based on achieving specific company goals as established by the
Board of Directors. For the period beginning on October 31,
2005 and ending on March 31, 2006, Executive will be
guaranteed a minimum bonus of $100,000.
(c) Executive Benefit Plans .
At all times during the Period, Executive shall be provided the
opportunity to participate in pension and welfare plans, programs
and arrangements (the “Plans”) that are generally made
available to executives of the Company, and such other Plans, if
any, as may be deemed appropriate by the Compensation Committee
acting in its sole discretion.
3. Term . This Agreement
shall continue indefinitely until Executive terminates his
employment with the Company or the Company terminates
Executive’s employment with the Company, provided that the
provisions of Section 6 shall survive any termination of this
Agreement.
4. Termination of Employment
.
(a) Termination for Cause
.
(i) If Executive’s employment
is terminated by the Company for Cause, as defined in subparagraph
4(a)(ii), Executive shall not be eligible to receive Base Salary
under subparagraph 2(a) or to participate in any Plans under
subparagraph
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2(c) after the date of such termination or any
other future periods after the date of such termination except for
the right to receive benefits which have become vested under any
Plan in accordance with the terms of such Plan. In addition,
Executive shall not be eligible to receive any bonus described in
subparagraph 2(b) for the Company’s fiscal year during
which the date of termination occurs and any later year.
(ii) Termination for
“Cause” shall mean termination of Executive’s
employment with the Company by the Company’s Board of
Directors because of (a) Executive’s repeated failures
to perform his duties in a manner reasonably consistent with the
criteria established by the Board of Directors of the Company or
the Chief Executive Officer and communicated to Executive;
provided, however, that the termination pursuant to this clause
shall be preceded by a written notice providing a reasonable
opportunity for Executive to correct his conduct, if the conduct in
question can be corrected, (b) conduct on the part of the
Executive that constituted a breach of any statutory, contractual,
or common law duty of loyalty or care owed to the Company, or other
conduct on the part of the Executive that demonstrated dishonesty
or deceit in his dealings with the Company, (c) misconduct by
Executive which was material to the performance of his duties to
the Company, including, without limitation, the disclosure of
Confidential Information or a breach of noncompetition or
non-solicitation obligations, or (d) the commission by
Executive of any crime involving moral turpitude or any
felony.
(iii) The date of termination of
employment by the Company under this paragraph 4(a) shall be the
date specified in a written notice of termination (which date shall
be no earlier than the date of furnishing such notice), or if no
such date is specified therein, the date of receipt by Executive of
such written notice of termination.
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(b) Termination Without Cause
.
(i) Subject to the provisions of
subparagraph 4(b)(v), if, Executive’s employment is
terminated by the Company without Cause, Executive shall be
entitled to receive, as “Severance Benefits”, his
current Base Salary for a
