SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________
FORM 10-K
(mark one)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended August 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
____________________
Commission file number: 0-21192
____________________
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0721367
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
109 Northpark Blvd., Covington, Louisiana 70433
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (504) 867-5000
____________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.10 par value
(Title of class)
____________________
Indicate by check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. _____
____________________
The aggregate market value of the voting stock held by nonaffiliates
(affiliates being considered, for purposes of this calculation only,
directors, executive officers and 5% shareholders) of the registrant as of
November 29, 1996 was approximately $4,970,653.50.
____________________
The number of shares of the Registrant's Common Stock, $.10 par value per share
outstanding as of November 29, 1996 was 5,566,906.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement to be used in
connection with the 1996 Annual Meeting of Shareholders will be, upon filing
of such proxy statement with the Commission, incorporated by reference into
Part III of this Form 10-K.
ITEMS SUBJECT TO FORM 12b-25
The following items of this Form 10-K are the subject of a Form 12b-25 report
filed with the Commission on December 2, 1996, and are not included herein:
Items 1, 6, 7, 8, 9, 14(a)(1), 14(a)(2) and 14(d).
PART I
ITEM 2. PROPERTIES
The Company's general policy is to lease its stores in order to limit
its investments in fixed assets and increase the availability of capital for
other purposes; however, as of August 31, 1996, the Company does own the land
and buildings for seven of its Campo Concept stores. All of its other stores
are leased from unrelated parties except two stores which are leased from Mr.
Tony Campo, the founder and former majority shareholder of the Company, or a
corporation controlled by him.
The Company's store leases have generally provided for a base rental and
have not provided for a percentage of sales in addition to the fixed rent;
however, two leases for Campo Concept stores require percentage rents. In
addition, the leases generally require the Company to pay all or a portion of
the real estate taxes and assessments, utilities, insurance and common area
and interior maintenance and repairs. Rental payments (including amounts paid
in respect to expenses, taxes and other charges) by the Company aggregated
approximately $5.7 million in fiscal 1996.
The table below sets forth certain information concerning the Company's
stores.
Calendar Approximate
Year Gross Selling Lease
Opened Square Square Expiration
or Acquired Footage Footage Date(1)
----------- ------- ------- -------
Campo Stores
Claiborne Ave., New Orleans, LA 1967 22,000 5,000 2011
Bloomfield Road, New Orleans, LA 1977 24,000 18,000 2017
Campo Concept Stores
Northlake Shopping Ctr., 1991 18,410 11,844 2006
Mandeville, LA
Edgewood Village Shopping Ctr., 1992 19,751 11,482 2012
Biloxi, MS
2801 Veterans Blvd., Kenner, LA 1992 20,153 12,555 2012
Oak Ridge Plaza, Marrero, LA 1992 24,287 11,960 2002
The Crossings Shopping Ctr., 1993 19,840 12,206 2018
Slidell, LA
MacArthur Village, Alexandria, LA 1993 26,645 14,040 2023
8888 Airline Hwy., Baton Rouge, LA 1993(2) 49,043 17,976 N/A
East Lake Plaza, New Orleans 1993 19,000 14,209 2013
East, LA
Ridgewood Court, Jackson, MS 1993 25,000 14,976 2013
The Boulevard Shopping Center, 1994 30,975 17,929 2024
Lafayette, LA
Bama Mall, Tuscaloosa, AL 1994 27,168 15,694 2026
Bossier Corners Shopping Center, 1994 21,276 14,404 2024
Bossier City, LA
Oak Park Shopping Center, Lake 1994 26,024 15,329 2024
Charles, LA
4600 Hardy Street, Hattiesburg, MS 1994 29,264 16,866 2032
6235 N. Davis Highway, 1994 51,900 18,871 2024
Pensacola, FL
4641 Pecanland Mall Dr., Monroe, LA 1994(2) 27,500 17,553 N/A
8815 Jewella Rd., Shreveport, LA 1994(2) 30,000 17,553 N/A
146 Wildwood Parkway, 1994 30,000 17,338 2024
Birmingham, AL
6981 Crestwood Blvd., 1994(2) 30,500 19,400 N/A
Birmingham, AL
3842 Austin Peay, Memphis, TN 1994 30,000 19,119 2029
4790 American Way, Memphis, TN 1994 30,000 18,476 2029
Huntsville West Shopping Center, 1995 31,800 18,297 2025
Huntsville, AL
Wiregrass Mall, Dothan, AL 1995(2) 30,000 18,894 N/A
525 West 23rd St., Panama City, 1995 47,057 17,770 2017
FL
3943 Airport Road, Mobile, AL 1995(2) 30,000 20,000 N/A
2100 Hamilton Place Blvd., 1995(2) 30,000 18,764 N/A
Chattanooga, TN
4125 Robinson Road, Jackson, MS 1995 56,216 21,113 2025
SRI Stores
2324 Judson Rd., Longview, TX 1993(3) 17,250 12,000 2003
2315 Texas Blvd., Texarkana, TX 1993(3) 13,282 10,000 2003
__________
(1)Includes all renewal options unless otherwise indicated.
(2)These facilities are owned by the Company.
(3)SRI was acquired in July 1993. The lease expiration dates for the SRI
stores do not include renewal options. Although, these stores have not
been totally renovated to conform to the Campo Concept store format, the
Company has changed the name on the stores from "SR Superstore" to "Campo".
Until August, 1996, the Company's corporate headquarters were located in an
approximately 46,000 square foot leased facility in an office building in
Covington, Louisiana. In September, 1996 the Company consolidated its
corporate headquarters into approximately 20,000 square feet of space located
in the same office building. This facility contains the Company's executive
offices, and accounting, data processing, merchandising and marketing
operations. The Company also owns in New Orleans a 63,000 square foot
facility, which is used for warehousing operations. The Company also owns a
100,000 square foot warehouse and distribution facility in Harahan, Louisiana.
The Company leases its Shreveport distributions center, which contains
approximately 50,000 square feet warehouse space and the executive offices for
its North Louisiana district. The Company leases its Alabama distribution
facility with approximately 110,000 square feet of warehouse space in
Bessemer, Alabama.
The Claiborne Avenue store is owned by Mr. Tony Campo and leased to the
Company. The Company subleases the Bloomfield Road store from Campo Appliance
Co. of Clearview, Inc., a corporation wholly-owned by Mr. Tony Campo. During
fiscal 1995 and prior to the relocation of its corporate headquarters to
Covington, Louisiana, the Company also leased an office facility from Mr. Tony
Campo under a month-to-month lease to temporarily house some of its
accounting operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings. The Company
is, however, involved in various routine claims and legal actions which arise
in the ordinary course of business. Management of the Company intends to
vigorously defend these claims and believes that the ultimate disposition of
these matters will not have a material adverse effect on the Company's
financial condition, results of operations or cash flow.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended August 31, 1996.
ITEM 4(a). EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
executive officers of the Company as of the date of this report. The Company
is not aware of any family relationships between any executive officers of the
Company. Executive officers are appointed by and serve at the discretion of
the Board of Directors.
Name Age Position
Anthony P. Campo 41 Chairman of the Board, Chief
Executive Officer and Director
Rex O. Corley, Jr. 58 Chief Operating Officer, President
and Director
Wayne J. Usie 30 Vice President-Information Systems,
Chief Financial Officer and
Secretary
Charles S. Gibson, Jr. 35 Vice President-Logistics and
Operations
John K. Ross 33 Vice President-Marketing
James B. Warren 44 Vice President-Merchandising
Mr. Campo has served as the Chairman of the Board and Chief Executive
Officer since May 1992. He also served as President from September 1991 until
July 1996 and as Senior Vice President of the Company from 1984 to 1991.
From 1973 to 1984, he worked in various capacities for the Company.
Mr. Corley has served as Chief Operating Officer and President since
July 1996. He joined the Company as a Director and Vice President-Financial
Services in September 1993 following a consulting assignment with the Company
during July and August 1993. He was Vice President and Managing Director of
the Consumer Finance Division at Whirlpool Financial Corporation from October
1992 until July 1993, and Vice President and Managing Director of Distribution
Financing Division from April 1992 until October 1992. Prior to joining
Whirlpool Financial Corporation, Mr. Corley spent 30 years with GE Capital,
most recently as National Sales Manager of Inventory Financing of GE Consumer
Appliance Financing.
Mr. Usie has served as Vice President-Information Systems since February
1996. Mr. Usie also assumed the Chief Financial Officer and Secretary
positions in July 1996. Prior to this time, from April 1992 until February
1996, Mr. Usie served as President of Industrial Networking, a local software
integrator serving New Orleans, Louisiana and Houston, Texas. From 1988 until
1992, Mr. Usie worked in public accounting with a regional firm based in
Lafayette, Louisiana.
Mr. Gibson joined the Company in November 1994 as Vice President-
Logistics and Operations. Prior to joining Campo, he was Vice President of
Logistics for Big B Drugs Inc., a southeast-based drug store chain, from 1991
to 1994. From 1985 to 1991, he worked as Senior Director of Logistics for
Best Products Co., Inc.
Mr. Ross joined the Company as Director-Marketing in October 1988. He
was promoted to Vice President-Marketing in November 1994. Prior to joining
Campo, Mr. Ross served as Audio/Video Sales and Merchandising Manager for
Werlein's for Music, a New Orleans-based retailer of audio and video
equipment, musical instruments and sheet music, from 1984 to 1988.
Mr. Warren has served as Vice President of Merchandising since July 1996.
From August 1991 until July 1996, Mr. Warren served as Vice President of
Sales and Marketing for Mobile One Auto Sound, Inc., a nine-store retail
mobile electronics chain serving New Orleans, Louisiana and Houston, Texas.
From 1987 until 1991 Mr. Warren was a Merchandise Manager for the Fred Schmid
Appliance and TV Company in Denver, Colorado.
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol CMPO. The following table sets forth, for each quarterly period in
the two most recent years, the range of high and low sales prices, as reported
by the Nasdaq National Market:
High Low
Fiscal Year 1995:
First Quarter 13 3/4 9 5/8
Second Quarter 12 7/8 9 1/2
Third Quarter 9 7/8 5 7/8
Fourth Quarter 7 1/4 5 3/8
Fiscal Year 1996:
First Quarter 6 1/2 3 5/8
Second Quarter 4 1/8 2 3/4
Third Quarter 3 3/4 2 1/4
Fourth Quarter 2 5/8 1 5/8
The Company is prohibited from paying dividends on its Common Stock by
the terms of its existing debt instruments. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources".
As of October 31, 1996, there were approximately 337 record holders of
the Company's Common Stock.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding executive officers required by Item 10 may be
found under Item 4(a) of this report.
The information regarding directors required by Item 10 is incorporated by
reference to the Registrant's definitive proxy statement relating to its 1996
annual meeting of shareholders, which proxy statement will be filed pursuant
to Regulation 14A within 120 days after the end of the last fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the
Registrant's definitive proxy statement relating to its 1996 annual meeting of
shareholders, which proxy statement will be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference to the
Registrant's definitive proxy statement relating to its 1995 annual meeting of
shareholders, which proxy statement will be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the
Registrant's definitive proxy statement relating to its 1996 annual meeting of
shareholders, which proxy statement will be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3. Exhibits
3.1 Amended and Restated Articles of Incorporation of the
Company(1), as amended by Articles of Amendment dated
January 3, 1995.(2)
3.2 By-laws of the Company(1), as amended by Amendment No.
2 to the By-Laws adopted October 30, 1995.(3)
10.1 Master Lease of 2201 S. Claiborne Avenue, 110 Terry
Parkway and 800 Distributors Row dated as of August 1,
1991 by and between Anthony J. Campo and Giant TC,
Inc., as terminated with respect to Terry Parkway by
Partial Termination of Master Lease dated as of
December 30, 1992 by and between Anthony J. Campo and
Giant TC, Inc.(1)
10.2 Lease of 5015 Bloomfield dated March 15, 1977, by and
between Elmwood Development Co. and Campo Appliance
Co. of Clearview, Inc., as amended by Supplemental
and Amended Lease Agreement dated 1977, together with
Sublease of 5015 Bloomfield dated as of August 1, 1991
by and between Campo Appliance Co. of Clearview, Inc.
and Giant TC, Inc.(1)
10.3 Non-Competition Agreement dated September 1, 1991 by
and between Giant TC, Inc. and Anthony J. Campo.(1)
10.4 Personal Services Contract dated September 1, 1991 by
and between Giant TC, Inc. and Anthony J. Campo.(1)
10.5 Amendment and Restatement of Non-Competition Agreement
and Personal Services Contract dated June 29, 1992 by
and between Anthony J. Campo and Giant TC, Inc.(1)
10.6 Services Agreement dated June 29, 1992 by and between
Giant TC, Inc. and Mobile-One Auto Sound, Inc., as
amended December 30, 1992.(1)
10.7 Credit Card Program Agreement dated as of May 29, 1992
by and between Giant TC, Inc. and Monogram Credit Card
Bank of Georgia(1), as amended by Amendment to Credit
Card Program Agreement dated as of May 29, 1992 by and
between Monogram Credit Card Bank of Georgia and Campo
Electronics, Appliances and Computers, Inc. (formerly
Giant TC, Inc.), dated October 29, 1993.(4)
10.8 Giant TC, Inc. 1992 Stock Incentive Plan(1), as
amended by Amendment No. 1 to Campo Electronics,
Appliances and Computers, Inc. 1992 Stock Incentive
Plan dated October 13, 1993 (5), as amended by
Amendment No. 2 to Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Plan dated May
20, 1994 (6), as amended by Amendment No. 3 and the
Amended and Restated Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Plan dated
December 7, 1994 (2), as amended by the Second Amended
and Restated Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Compensation Plan
dated January 12, 1996.
10.9 Form of Indemnity Agreement by and between Giant TC,
Inc. and each of Anthony P. Campo, Joseph E. Campo,
Barbara Treuting Casteix, Dr. Mervin Trail, M.D., Rex
O. Corley, Jr. and L. Ronald Forman.(1)
10.10 Employment Agreement dated June 29, 1992 by and
between Giant TC, Inc. and Anthony P. Campo , as
amended December 30, 1992(1) as terminated and
replaced by Employment Agreement dated December 16,
1993 by and between Campo Electronics, Appliances and
Computers, Inc. and Anthony P. Campo(5), as amended by
the Amendment to Employment Agreement dated May 16,
1996.
10.11 Employment Agreement dated June 29, 1992 by and
between Giant TC, Inc. and Donald E. Galloway(1) as
terminated and replaced by Employment Agreement dated
December 16, 1993 by and between Campo Electronics,
Appliances and Computers, Inc. and Donald E.
Galloway(5), as amended by the Amendment to Employment
Agreement dated May 16, 1996, as terminated by letter
agreement dated July 12, 1996.
10.12 Acquisition and Interim Servicing Agreement dated
November 22, 1993 by and between Monogram Credit Card
Bank of Georgia Item 14 and Campo Electronics,
Appliances and Computers, Inc.(4)
10.13 Loan Agreement dated August 30, 1995 by and between
Hibernia National Bank and Campo Electronics,
Appliances and Computers, Inc.(7), as amended by the
First Amendment to Loan Agreement as of August 30, 1995
by and between Hibernia National Bank and Campo
Electronics, Appliances and Computers, Inc.(3), as
amended by the Second Amendment to Loan Agreement
dated May 31, 1996 by and between Hibernia National
Bank and Campo Electronics, Appliances and Computers,
Inc.(8)
10.14 Loan Agreement dated August 30, 1995 by and between
Met Life Capital Corporation and Campo Electronics,
Appliances and Computers, Inc.(7)
10.15 Sale Agreement dated August 30, 1995 by and between
Federal Warranty Service Corporation and Campo
Electronics, Appliances and Computers, Inc.(7)
10.16 Change of Control Agreement dated as of August 30,
1995 by and between Campo Electronics, Appliances and
Computers, Inc. and Anthony P. Campo.
10.17 Campo Electronics, Appliances and Computers, Inc.
Severance Pay Plan dated as of August 29, 1996.
__________
(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Registration No.
33-56796) filed with the Commission on January 6,
1993.
(2) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
February 28, 1995.
(3) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
November 30, 1995.
(4) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1993.
(5) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Registration No.
33-76184) filed with the Commission on March 8, 1994.
(6) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1994.
(7) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1995.
(8) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended May
31, 1996.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three month
period ended August 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of the 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ Anthony P. Campo
________________________________
Anthony P. Campo
Chairman of the Board,
Chief Executive Officer,
President and a Director
Dated: November 27, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in capacities indicated on November 27, 1996.
/s/ Anthony P. Campo
______________________________________ Chairman of the Board, Chief Executive
Anthony P. Campo Officer and a Director
Rex O. Corley, Jr.
______________________________________ Chief Operating Officer, President and
Rex O. Corley, Jr. Director
/s/ Wayne J. Usie
______________________________________ Chief Financial Officer, Principal
Wayne J. Usie Accouting Officer and Secretary
/s/ Joseph E. Campo
______________________________________ Director
Joseph E. Campo
/s/ Barbara Treuting Casteix
______________________________________ Director
Barbara Treuting Casteix
/s/ Mervin L. Trail, M.D.
______________________________________ Director
Mervin L. Trail, M.D.
/s/ L. Ronald Forman
______________________________________ Director
L. Ronald Forman
EXHIBIT INDEX
Exhibit Page
No. Description No.
3.1 Amended and Restated Articles of Incorporation of the
Company(1), as amended by Articles of Amendment dated
January 3, 1995.(2)
3.2 By-laws of the Company(1), as amended by Amendment No.
2 to the By-Laws adopted October 30, 1995.(3)
10.1 Master Lease of 2201 S. Claiborne Avenue, 110 Terry
Parkway and 800 Distributors Row dated as of August 1,
1991 by and between Anthony J. Campo and Giant TC,
Inc., as terminated with respect to Terry Parkway by
Partial Termination of Master Lease dated as of
December 30, 1992 by and between Anthony J. Campo and
Giant TC, Inc.(1)
10.2 Lease of 5015 Bloomfield dated March 15, 1977, by and
between Elmwood Development Co. and Campo Appliance
Co. of Clearview, Inc., as amended by Supplemental
and Amended Lease Agreement dated 1977, together with
Sublease of 5015 Bloomfield dated as of August 1, 1991
by and between Campo Appliance Co. of Clearview, Inc.
and Giant TC, Inc.(1)
10.3 Non-Competition Agreement dated September 1, 1991 by
and between Giant TC, Inc. and Anthony J. Campo.(1)
10.4 Personal Services Contract dated September 1, 1991 by
and between Giant TC, Inc. and Anthony J. Campo.(1)
10.5 Amendment and Restatement of Non-Competition Agreement
and Personal Services Contract dated June 29, 1992 by
and between Anthony J. Campo and Giant TC, Inc.(1)
10.6 Services Agreement dated June 29, 1992 by and between
Giant TC, Inc. and Mobile-One Auto Sound, Inc., as
amended December 30, 1992.(1)
10.7 Credit Card Program Agreement dated as of May 29, 1992
by and between Giant TC, Inc. and Monogram Credit Card
Bank of Georgia(1), as amended by Amendment to Credit
Card Program Agreement dated as of May 29, 1992 by and
between Monogram Credit Card Bank of Georgia and Campo
Electronics, Appliances and Computers, Inc. (formerly
Giant TC, Inc.), dated October 29, 1993.(4)
10.8 Giant TC, Inc. 1992 Stock Incentive Plan(1), as
amended by Amendment No. 1 to Campo Electronics,
Appliances and Computers, Inc. 1992 Stock Incentive
Plan dated October 13, 1993 (5), as amended by
Amendment No. 2 to Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Plan dated May
20, 1994 (6), as amended by Amendment No. 3 and the
Amended and Restated Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Plan dated
December 7, 1994 (2), as amended by the Second Amended
and Restated Campo Electronics, Appliances and
Computers, Inc. 1992 Stock Incentive Compensation Plan
dated January 12, 1996.
10.9 Form of Indemnity Agreement by and between Giant TC,
Inc. and each of Anthony P. Campo, Joseph E. Campo,
Barbara Treuting Casteix, Dr. Mervin Trail, M.D., Rex
O. Corley, Jr. and L. Ronald Forman.(1)
10.10 Employment Agreement dated June 29, 1992 by and
between Giant TC, Inc. and Anthony P. Campo , as
amended December 30, 1992(1) as terminated and
replaced by Employment Agreement dated December 16,
1993 by and between Campo Electronics, Appliances and
Computers, Inc. and Anthony P. Campo(5), as amended by
the Amendment to Employment Agreement dated May 16,
1996.
10.11 Employment Agreement dated June 29, 1992 by and
between Giant TC, Inc. and Donald E. Galloway(1) as
terminated and replaced by Employment Agreement dated
December 16, 1993 by and between Campo Electronics,
Appliances and Computers, Inc. and Donald E.
Galloway(5), as amended by the Amendment to Employment
Agreement dated May 16, 1996, as terminated by letter
agreement dated July 12, 1996.
10.12 Acquisition and Interim Servicing Agreement dated
November 22, 1993 by and between Monogram Credit Card
Bank of Georgia Item 14 and Campo Electronics,
Appliances and Computers, Inc.(4)
10.13 Loan Agreement dated August 30, 1995 by and between
Hibernia National Bank and Campo Electronics,
Appliances and Computers, Inc.(7), as amended by the
First Amendment to Loan Agreement as of August 30, 1995
by and between Hibernia National Bank and Campo
Electronics, Appliances and Computers, Inc.(3), as
amended by the Second Amendment to Loan Agreement
dated May 31, 1996 by and between Hibernia National
Bank and Campo Electronics, Appliances and Computers,
Inc.(8)
10.14 Loan Agreement dated August 30, 1995 by and between
Met Life Capital Corporation and Campo Electronics,
Appliances and Computers, Inc.(7)
10.15 Sale Agreement dated August 30, 1995 by and between
Federal Warranty Service Corporation and Campo
Electronics, Appliances and Computers, Inc.(7)
10.16 Change of Control Agreement dated as of August 30,
1995 by and between Campo Electronics, Appliances and
Computers, Inc. and Anthony P. Campo.
10.17 Campo Electronics, Appliances and Computers, Inc.
Severance Pay Plan dated as of August 29, 1996.
__________
(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Registration No.
33-56796) filed with the Commission on January 6,
1993.
(2) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
February 28, 1995.
(3) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
November 30, 1995.
(4) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1993.
(5) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Registration No.
33-76184) filed with the Commission on March 8, 1994.
(6) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1994.
(7) Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1995.
(8) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended May
31, 1996.
SECOND AMENDED AND RESTATED
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
1992 STOCK INCENTIVE PLAN
Section 1. Purpose. The purpose of the Campo Electronics, Appliances
and Computers, Inc. 1992 Stock Incentive Plan (the "Plan") is to increase
shareholder value and to advance the interests of Campo Electronics,
Appliances and Computers, Inc. ("Campo") and its subsidiaries
(collectively, the "Company") by granting stock options and restricted
stock (the "Incentives") to key employees of the Company in order to
attract, retain and motivate these employees. The Board of Directors of
Campo hereby approves and adopts the Plan, subject to approval of the
shareholders of Campo.
Section 2. Administration.
Section 2.1 Composition. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of
Campo. The Committee shall consist of not fewer than two members of
the Board of Directors, all of whom shall, to the extent required,
qualify to administer the Plan under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") as currently in effect or
any successor rule.
Section 2.2 Authority. The Committee shall have plenary
authority to award Incentives under the Plan, to set the terms of such
Incentives, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be appropriate,
and to make any other determination that it believes necessary or
advisable for the proper administration of the Plan. Its decisions in
matters relating to the Plan shall be final and conclusive on the
Company and participants.
Section 3. Eligible Participants. Key employees of the Company
(including officers and directors, but excluding directors who are not also
full-time employees of the Company) who, in the opinion of the Committee
have significant responsibility for the continued growth, development and
financial success of the Company shall become eligible to receive
Incentives under the Plan when designated by the Committee. Participants
may be designated individually or by groups or categories as the Committee
deems appropriate.
Section 4. Types of Incentives. Incentives under the Plan may be
granted in any one or a combination of the following forms: (a) incentive
stock options or non-qualified stock options and (b) shares of restricted
stock.
Section 5. Shares Subject to the Plan.
Section 5.1 Number of Shares. Subject to adjustment as
provided in Section 8.5, a total of 550,000 shares of Campo common
stock, $.10 par value per share (the "Common Stock"), may be issued
under the Plan. Incentives with respect to no more than 200,000
shares of Common Stock may be granted under the Plan to a single
participant in any calendar year.
Section 5.2 Calculation of Shares Available for Issuance and
Cancellation of Options. If a stock option granted hereunder expires
or is terminated or cancelled as to any shares of Common Stock, such
shares may again be issued under the Plan either pursuant to stock
options or as restricted stock. If shares of Common Stock are issued
as restricted stock and thereafter are forfeited or reacquired by the
Company pursuant to rights reserved upon issuance thereof, such
forfeited and reacquired shares may again be issued under the Plan,
either as restricted stock or pursuant to a stock option, if such
issuance does not result in a violation of Rule 16b-3 under the
Exchange Act or any successor rule. Shares of Common Stock otherwise
issuable under the Plan and used for the payment of withholding taxes
shall again be available for issuance under the Plan. Shares of
Common Stock delivered to pay the exercise price of stock options
shall be added to the number of shares available for issuance through
the Plan. The Committee may also determine to cancel, and agree to
the cancellation of, stock options in order to grant new stock options
to the same participant at a lower price than the options to be
cancelled.
Section 5.3 Type of Common Stock. Common Stock issued under
the Plan in connection with Incentives may be authorized and unissued
shares or issued shares held as treasury shares.
Section 5.4 Reinvestment of Dividends. Shares of Common Stock
that are delivered to a participant in the Plan as a result of the
reinvestment of dividends in conjunction with restricted stock shall
be applied against the maximum number of shares provided in Section
5.1.
Section 6. Stock Options. A stock option is a right to purchase
shares of Common Stock from the Company. Stock options granted under this
Plan may be incentive stock options or non-qualified stock options. Any
option that is designated as a non-qualified stock option shall not be
treated as an incentive stock option. Each stock option granted by the
Committee under the Plan shall be subject to the following terms and
conditions:
Section 6.1 Price. The option price per share shall be
determined by the Committee, subject to adjustment under Section 8.5;
provided that in no event shall the option price be less than the Fair
Market Value (as defined in Section 8.11) of a share of Common Stock
on the date of grant.
Section 6.2 Number. The number of shares of Common Stock
subject to the option shall be determined by the Committee, subject to
adjustment as provided in Section 8.5.
Section 6.3 Duration and Time for Exercise. The term of each
option shall be determined by the Committee. Each option shall become
exercisable at such time or times during its term as shall be
determined by the Committee and as provided in Section 8.10; provided,
however, that, except as provided in Section 8.10, no stock option
granted to an officer or director of Campo who is subject to Section
16 of the Exchange Act (an "Insider") shall be exercisable within the
six month period immediately following the date of grant and, unless
otherwise provided in the stock option agreement and unless the
options are incentive stock options, with respect to which other
restrictions apply, all stock options shall expire (a) 12 months from
the date of termination of employment as the result of death or
disability, (b) six months and one day after termination of employment
as a result of retirement and (c) immediately if employment terminates
for any other reason, including resignation and termination by the
Company. The Committee may in its discretion extend the term of
options which would otherwise expire as a result of resignation or
termination by the Company. The Committee may also impose such terms
and conditions to the exercise of each option as it deems advisable
and may accelerate the exercisability of any outstanding option at any
time in its sole discretion.
Section 6.4 Repurchase. Upon approval of the Committee, the
Company may repurchase a previously granted stock option from a
participant by mutual agreement before such option has been exercised
by payment to the participant of the amount per share by which: (a)
the Fair Market Value of the Common Stock subject to the option on the
date of purchase exceeds (b) the option price.
Section 6.5 Manner of Exercise. A stock option may be
exercised, in whole or in part, by giving written notice to the
Company, specifying the number of shares of Common Stock to be
purchased. The exercise notice shall be accompanied by the full
purchase price for such shares. The option price shall be payable in
United States dollars and may be paid (a) by cash, uncertified or
certified check or bank draft, (b) if the Committee permits, by
delivery of shares of Common Stock held by the optionee for at least
six months in payment of all or any part of the option price, which
shares shall be valued for this purpose at the Fair Market Value on
the date such option is exercised, (c) by delivering a properly
executed exercise notice together with irrevocable instructions to a
broker approved by the Company (with a copy to the Company) to
promptly deliver to the Company the amount of sale or loan proceeds to
pay the exercise price or (d) in such other manner as may be
authorized from time to time by the Committee. Shares of Common Stock
delivered in payment of the exercise price that were acquired upon the
exercise of a stock option are deemed to have been held from the date
of grant of the stock option. In the case of delivery of an
uncertified check or bank draft upon exercise of a stock option, no
shares shall be issued until the check or draft has been paid in full.
Prior to the issuance of shares of Common Stock upon the exercise of a
stock option, a participant shall have no rights as a stockholder.
Section 6.6 Incentive Stock Options. Notwithstanding anything
in the Plan to the contrary, the following additional provisions shall
apply to the grant of stock options that are intended to qualify as
incentive stock options (as such term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"):
(a) Any incentive stock option authorized under the Plan
shall contain such other provisions as the Committee shall deem
advisable, but shall in all events be consistent with and contain
or be deemed to contain all provisions required in order to
qualify the options as incentive stock options;
(b) All incentive stock options must be granted within ten
years from the date on which this Plan was adopted by the Board
of Directors;
(c) Unless sooner exercised, all incentive stock options
shall expire no later than ten years after the date of grant;
(d) No incentive stock option shall be granted to any
participant who, at the time such option is granted, would own
(within the meaning of Section 422 of the Code) stock possessing
more than 10% of the total combined voting power of all classes
of stock of the employer corporation or of its parent or
subsidiary corporation; and
(e) The aggregate Fair Market Value (determined with respect
to each incentive stock option as of the time such incentive
stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time
by a participant during any calendar year (under the Plan or any
other plan of the Company) shall not exceed $100,000. To the
extent that such limitation is exceeded, such options shall not
be treated, for federal income tax purposes, as incentive stock
options.
Section 6.7 Non-Transferability of Options. Options granted
under the Plan shall not be transferred, pledged or assigned by the
holder thereof (except, in the event of the holder's death, by will or
by the laws of descent and distribution), and options may be exercised
during the lifetime of a participant only by the participant or by the
participant's guardian or legal representative. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an
option, or levy of attachment or similar process upon the option not
specifically permitted herein shall be null and void and without
effect.
Section 7. Restricted Stock
Section 7.1 Grant of Restricted Stock. The Committee may award
shares of restricted stock to such key employees as the Committee
determines to be eligible pursuant to the terms of Section 3. An
award of restricted stock may be subject to the attainment of
specified performance goals or targets, restrictions on transfer,
forfeitability provisions and on such other terms and conditions as
the Committee may determine, subject to the provisions of the Plan.
Section 7.2 Award and Delivery of Restricted Stock. At the time
an award of restricted stock is made, the Committee shall establish a
period of time (the "Restricted Period") applicable to such an award.
Each award of restricted stock may have a different Restricted Period.
The Committee may, in its sole discretion, prescribe conditions for
the lapse of restrictions upon death, disability, retirement or other
termination of employment or for the lapse or termination of
restrictions upon the satisfaction of other conditions in addition to
or other than the expiration of the Restricted Period with respect to
all or any portion of the shares of restricted stock. In addition,
any Insider shall be prohibited from selling shares of restricted
stock for a period of six months from the grant thereof. The
Committee shall have the power to accelerate the expiration of the
Restricted Period with respect to all or any part of the shares
awarded to a participant and the expiration of the Restricted Period
shall automatically occur under the conditions described in Section
8.10 hereof.
Section 7.3 Escrow. In order to enforce the restrictions
imposed by the Committee pursuant to this Section 7, the participant
receiving restricted stock shall enter into an agreement with the
Company setting forth the conditions of the grant. Certificates
representing shares of restricted stock shall be registered in the
name of the participant and deposited with the Company, together with
a stock power endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the Campo Electronics, Appliances and Computers, Inc.
Amended and Restated 1992 Stock Incentive Plan (the "Plan"),
and an agreement entered into between the registered owner
and Campo Electronics, Appliances and Computers, Inc.
Copies of the Plan and the agreement are on file at the
principal office of the Company.
Section 7.4 Dividends on Restricted Stock. Any and all cash and
stock dividends paid with respect to the shares of restricted stock
shall be subject to any restrictions on transfer, forfeitability
provisions or reinvestment requirements as the Committee may, in its
discretion, determine.
Section 7.5 Forfeiture. Upon the forfeiture of any restricted
stock (including any additional shares of restricted stock that may
result from the reinvestment of cash and stock dividends in accordance
with such rules as the Committee may establish pursuant to Section
7.4), such forfeited shares shall be surrendered. The participants
shall have the same rights and privileges, and be subject to the same
forfeiture provisions with respect to any additional shares received
pursuant to Section 8.5 due to a recapitalization, merger or other
change in capitalization.
Section 7.6 Expiration of Restricted Period. Upon the
expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at
such earlier time as provided for in Section 7.2 and in the restricted
stock agreement, the restrictions applicable to the restricted stock
shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed
shall be delivered, free of all such restrictions, except any that may
be imposed by law, to the participant or the participant's estate, as
the case may be.
Section 7.7 Rights as a Stockholder. Subject to the terms and
conditions of the Plan and subject to any restrictions on the receipt
of dividends that may be imposed by the Committee, each participant
receiving restricted stock shall have all the rights of a stockholder
with respect to shares of stock during any period in which such shares
are subject to forfeiture and restrictions on transfer, including
without limitation, the right to vote such shares. Unless otherwise
restricted by the Committee, dividends paid in cash or property, other
than Common Stock with respect to shares of restricted stock, shall be
paid to the participant currently.
Section 8. General.
Section 8.1 Duration. The Plan shall remain in effect until
all stock options granted under the Plan have either been satisfied by
the issuance of shares of Common Stock or been terminated under the
terms of the Plan and all restrictions imposed on shares of restricted
stock in connection with their issuance under the Plan have lapsed.
Section 8.2 Effect of Termination of Employment or Death. If a
participant ceases to be an employee of the Company for any reason,
including death, any stock options may be exercised or shall expire as
provided in Section 6.3 hereof and shares of restricted stock shall be
forfeited or restrictions thereon shall lapse at such times as may be
determined by the Committee.
Section 8.3 Legal and Other Requirements. The obligation of
the Company to sell and deliver Common Stock under the Plan shall be
subject to all applicable laws, regulations, rules and approvals,
including, but not by way of limitation, the effectiveness of a
registration statement under the Securities Act of 1933 if deemed
necessary or appropriate by the Company.
Section 8.4 Effective Date. The Plan shall become effective
upon the later of (a) the date of approval of the Plan by Campo's
shareholders or (b) the closing of the sale of Common Stock to the
underwriters of a public offering of the Common Stock registered under
the Securities Act of 1933.
Section 8.5 Adjustment. In the event of any reorganization,
recapitalization, stock dividend, stock split, reverse stock split,
combination of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to the Plan, including
outstanding shares of restricted stock and options shall be adjusted
in proportion to the change in outstanding shares of Common Stock. In
the event of any such adjustments, the exercise price of any option,
the performance objectives of any Incentive, and the number of shares
of Common Stock issuable pursuant to any stock option shall be
adjusted as and to the extent appropriate, in the reasonable
discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment.
Section 8.6 Incentive Agreements. The terms of each Incentive
shall be stated in an agreement approved by the Committee. The
Committee may also determine to enter into agreements with holders of
options to reclassify or convert certain outstanding options, within
the terms of the Plan, as incentive stock options or as non-qualified
stock options with respect to all or part of such options and any
other previously issued options. Notwithstanding anything to the
contrary contained in the Plan, the Company is under no obligation to
grant an Incentive to a participant or continue an Incentive in force
unless the participant executes all appropriate agreements with
respect to such Incentives in such form as the Committee may determine
from time to time.
Section 8.7 Withholding. The Company shall have the right to
withhold from any payments made under the Plan or to collect as a
condition of payment, any taxes required by law to be withheld. At
any time that a participant is required to pay to the Company an
amount required to be withheld under the applicable income tax laws in
connection with the issuance of shares of Common Stock upon exercise
of an option or upon the lapse of restrictions on shares of restricted
stock, the participant may, subject to the Committee's right of
disapproval, satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold from the distribution
shares of Common Stock having a value equal to the amount required to
be withheld. The value of the shares to be withheld shall be based on
the Fair Market Value of the Common Stock on the date that the amount
of tax to be withheld shall be determined (the "Tax Date").
Each Election must be made prior to the Tax Date. The Committee
may disapprove of any Election or may suspend or terminate the right
to make Elections. If a participant makes an election under Section
83(b) of the Internal Revenue Code with respect to shares of
restricted stock, an Election is not permitted to be made.
If a participant is an Insider, then an Election is subject to
the following additional restrictions:
(a) No Election shall be effective for a Tax Date that
occurs within six months of the grant of the option or restricted
stock.
(b) The Election must be made either (i) six months prior to
the Tax Date or (ii) during a period beginning on the third
business day following the date of release for publication of the
Company's quarterly or annual summary statements of earnings and
ending on the twelfth business day following such date (a "window
period"). If the Election is made under (b)(ii) hereof and
relates to the exercise of an option, the exercise must also
occur during a window period.
(c) The Election is irrevocable except upon six months'
advance written notice to the Company.
Section 8.8 No Continued Employment. No participant in the
Plan shall have any right, because of his or her participation, to
continue in the employ of the Company for any period of time or to any
right to continue his or her present or any other rate of
compensation.
Section 8.9 Amendment of the Plan. The Board may amend or
discontinue the Plan at any time; provided, however, that no such
amendment or discontinuance shall change or impair, without the
consent of the recipient, an Incentive previously granted and; further
provided that if any such amendment requires shareholder approval to
meet the requirements of Rule 16b-3 under the Exchange Act or any
successor rule such amendment shall be subject to the approval of the
shareholders of Campo.
Section 8.10 Immediate Acceleration of Incentives.
Notwithstanding any provision in this Plan or in any Incentive
Agreement to the contrary, the Committee, in its sole discretion shall
have the power to cause at any time (a) the restrictions on all shares
of restricted stock awarded to lapse immediately and (b) all
outstanding options to become exercisable immediately.
Section 8.11 Definition of Fair Market Value. "Fair Market
Value" of the Common Stock on any date shall be deemed to be the final
closing sale price per share of Common Stock on the trading day
immediately prior to such date. If the Common Stock is listed upon an
established stock exchange or exchanges or any automated quotation
system that provides sale quotations, such Fair Market Value shall be
deemed to be the closing price of the Common Stock on such exchange or
quotation system, or if no sale of the Common Stock shall have been
made on that day, on the next preceding day on which there was a sale
of such stock. If the Common Stock is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published,
such Fair Market Value shall be the mean between the quoted bid and
asked price on the day the option is granted, and if bid and asked
quotations are not available on such day, on the latest preceding day
on which such prices were available. If the Common Stock is not
actively traded, or quoted, such Fair Market Value shall be
established by the Committee based upon a good faith effort to value
the Common Stock.
Section 8.12 Compliance with Section 16. With respect to
persons subject to Section 16 of the Exchange Act, transactions under
the Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any
provision of the Plan or action by the Committee is deemed not to
comply with any applicable condition of Rule 16b-3, it shall be deemed
null and void to the extent permitted by law and deemed advisable by
the Committee.
Section 8.13 Tax Benefits Rights. The Committee may grant a
tax benefit right ("TBR") to a participant in the Plan on such terms
as the Committee in its discretion shall determine. A TBR may be
granted only with respect to an Incentive granted under the Plan and
may be granted concurrently with or after the grant of the Incentive.
A TBR shall entitle a participant to receive from the Company an
amount in cash not to exceed the product of the ordinary income, if
any, which the participant may realize as the result of the exercise
of an option or the grant or vesting of restricted stock (including
any income realized as a result of the related TBR) multiplied by the
then applicable highest stated federal and state income tax rate for
individuals. The Committee shall determine all terms and provisions
of the TBR granted hereunder.
Section 8.14 Change of Control. (a) Notwithstanding anything to
the contrary in the Plan or any related Incentive Agreement, if
(1) Campo shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a
subsidiary of an entity other than a previously wholly-owned
subsidiary of Campo),
(2) Campo sells, leases or exchanges all or substantially
all of its assets to any other person or entity (other than a
wholly-owned subsidiary of Campo),
(3) Campo is to be dissolved or liquidated,
(4) any person or entity, including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act, other than
an employee benefit plan of the Company or a related trust,
acquires or gains ownership or control (including, without
limitation, power to vote) of more than 30% of the outstanding
shares of the Common Stock, or
(5) as a result of or in connection with a contested
election of directors, the persons who were directors of Campo
before such election shall cease to constitute a majority of the
Board of Directors of Campo (each such event is referred to
herein as a "Corporate Change"),
then upon the approval by the Board of Directors of Campo of any
Corporate Change of the type described in clause (1), (2) or (3), or
upon a Corporate Change described in clause (4) or (5), all
outstanding options shall automatically become fully exercisable, all
restrictions or limitations on any Incentives shall lapse and all
performance criteria and other conditions relating to the payment of
Incentives shall be deemed to be achieved or waived by the Company,
without the necessity of any action by any person.
(b) In addition, no later than
(i) 30 days after the approval by the Board of Directors of
Campo of any Corporate Change of the type described in clauses
(1), (2) or (3) of Section 8.14(a) or
(ii) 30 days after a Corporate Change of the type described
in clause (4) or (5) of Section 8.14(a),
the Committee, acting in its sole discretion without the consent or
approval of any participant (and notwithstanding any removal or
attempted removal of some or all of the members thereof as directors
or committee members), may act to effect one or more of the following
alternatives, which may vary among individual participants and which
may vary among Incentives held by any individual participant:
(1) require that all outstanding options be exercised on or
before a specified date (before or after such Corporate Change)
fixed by the Committee, after which specified date all
unexercised options and all rights of participants thereunder
shall terminate,
(2) provide for mandatory conversion of some or all of the
outstanding options held by some or all participants as of a
date, before or after such Corporate Change, specified by the
Committee, in which event such options shall be deemed
automatically cancelled and the Company shall pay, or cause to be
paid, to each such participant an amount of cash per share equal
to the excess, if any, of the Change of Control Value of the
shares subject to such option, as defined and calculated below,
over the exercise price(s) of such options, or, in lieu of such
cash payment, the issuance of Common Stock having a Fair Market
Value equal to such excess,
(3) make such equitable adjustments to Incentives then
outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary
to Incentives then outstanding), or
(4) provide that thereafter upon any exercise of an option
theretofore granted the participant shall be entitled to purchase
under such option, in lieu of the number of shares of Common
Stock then covered by such option, the number and class of shares
of stock or other securities or property (including, without
limitation, cash) to which the participant would have been
entitled pursuant to the terms of the agreement providing for the
merger, consolidation, asset sale, dissolution or other Corporate
Change of the type described in clause (1), (2) or (3) above, if,
immediately prior to such Corporate Change, the participant had
been the holder of record of the number of shares of Common Stock
then covered by such options.
(c) For the purposes of clause (2) of Section 8.14(b) the "Change
of Control Value" shall equal the amount determined by whichever of
the following items is applicable:
(1) the per share price offered to shareholders of the
Company in any such merger, consolidation or other
reorganization, determined as of the date of the definitive
agreement providing for such transaction,
(2) the price per share offered to shareholders of the
Company in any tender offer or exchange offer whereby a Corporate
Change takes place, or
(3) in all other events, the Fair Market Value per share of
Common Stock into which such options being converted are
exercisable, as determined by the Committee as of the date
determined by the Committee to be the date of conversion of such
options.
(d) In the event that the consideration offered to shareholders
of the Company in any transaction described herein consists of
anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered that is other
than cash.
Adopted by the Board of Directors
on October 30, 1995 and approved by
the shareholders on January 12, 1996.
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into this 16th day of May, 1996 by and between Campo Electronics,
Appliances and Computers, Inc., a Louisiana Corporation (the "Company") and
Anthony P. Campo (the "Executive").
WITNESSETH:
WHEREAS, the Executive is presently employed by the Company as the
President and Chief Executive Officer, said employment being pursuant to an
Employment Agreement dated December 16, 1993 (the "Agreement").
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") recognizes that the Executive's contribution to
the growth and success of the Company has been substantial and desires to
provide for the continued employment of the Executive, and the Executive
desires to continue to serve the Company on a full-time basis and upon the
terms and conditions of the Agreement as herein amended.
NOW, THEREFORE, in consideration of the premises and of the respective
representations and warranties and the mutual covenants set forth in the
Agreement, the parties hereto hereby agree to amend the Agreement as
follows:
1. The Initial Term of the Agreement as defined in Section 3 of the
Agreement is hereby extended through December 31, 1997. Executive's
compensation during the fourth year of the extended Initial Term shall
remain the same as currently provided in Section 4 of the Agreement for the
third year of the Initial Term.
2. Section 10 of the Agreement is hereby amended to set forth the
following current addresses of the parties for purposes of notice:
(a) If to the Company:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
or at such other address as the Company may have advised Executive in
writing; and
(b) If to the Executive:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
3. Except as specifically amended herein, all other terms and
conditions of the Agreement shall remain unchanged and in full force and
effect, and the Agreement, as amended herein shall constitute the entire
understanding and agreement among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
By: /s/ Mervin L. Trail, M.D.
_________________________________________
Name: Mervin L. Trail, M.D.
Title: Chairman, Compensation Committee
EXECUTIVE:
/s/ Anthony P. Campo
__________________________________________
ANTHONY P. CAMPO
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into this 16th day of May, 1996 by and between Campo Electronics,
Appliances and Computers, Inc., a Louisiana Corporation (the "Company") and
Donald E. Galloway (the "Executive").
WITNESSETH:
WHEREAS, the Executive is presently employed by the Company as the
Senior Vice President of Sales and Marketing, said employment being
pursuant to an Employment Agreement dated December 16, 1993 (the
"Agreement").
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") recognizes that the Executive's contribution to
the growth and success of the Company has been substantial and desires to
provide for the continued employment of the Executive and to make certain
changes in the Executive's employment arrangements with the Company, and
the Executive desires to continue to serve the Company on a full-time basis
and upon the terms and conditions of the Agreement as herein amended.
NOW, THEREFORE, in consideration of the premises and of the respective
representations and warranties and the mutual covenants set forth in the
Agreement, the parties hereto hereby agree to amend the Agreement as
follows:
1. The Initial Term of the Agreement as defined in Section 3 of the
Agreement is hereby extended through December 31, 1997. Executive's
compensation during the fourth year of the extended Initial Term shall
remain the same as currently provided in Section 4 of the Agreemetn for the
third year of the Initial Term.
2. The existing language of Section 6 of the Agreement is hereby
deleted in its entirety and the following language is substituted therefor:
6. Termination; Severance Benefits. (a) This Agreement and
the Employment of the Executive shall terminate:
(i) upon the expiration of the Initial
Term of this Agreement set forth in
Section 3 hereof;
(ii) upon the death of the Executive;
(iii)by the Company for Cause (as
hereafter defined);
(iv) upon the dissolution, but not a
Change of Control (as hereafter
defined) of the Company; or
(v) by the Executive for Good Reason
(as hereafter defined)
(b) For purposes of this Section 6, the term "Cause" shall
mean any of the following:
(i) the Executive's conviction of any
felony or any crime involving moral
turpitude or any other criminal
activity or unethical conduct
which, in the good faith opinion of
the Board of Directors of the
Company, would seriously impair the
Executive's ability to perform his
duties hereunder or would impair
the business reputation of the
Company;
(ii) the Executive's breach of any of
his fiduciary duties to the Company
which breach adversely affects the
business of the Company;
(iii)the Executive's continued neglect
or failure, after written demand,
to discharge his duties hereunder
or to obey a specific written
direction from the Board of
Directors of the Company.
It is expressly understood that the Executive's attention to or
engagement in matters not directly related to the business of the
Company shall not provide a basis for termination for Cause if such
attention or engagement is authorized by the terms of this Agreement
or has otherwise been approved by the Board of Directors of the
Company.
Notwithstanding the foregoing, the Executive's employment may not be
terminated for Cause unless and until there shall have been delivered
to the Executive a copy of a resolution duly adopted by the Board of
Directors of the Company at a meeting of the Board called and held for
the purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with his counsel, to be heard
before the Board), finding that in the good faith opinion of the
Board, the Executive was guilty of the conduct set forth in this
subparagraph (b) and specifying the particulars thereof in detail.
(c) For purposes of this Section 6, a "Change of Control" of the
Company shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934
as in effect on the date hereof, provided that, without limitation,
such a change of control shall be deemed to have occurred if (i) any
person, other than the Company or any person who on the date hereof is
a shareholder, director, officer or affiliate of the Company, is or
becomes the beneficial owner, directly or indirectly, of securities of
the Company representing more than 20% of the combined voting power of
the Company's then outstanding securities or (ii) during any period of
two consecutive years during the term of this Agreement, individuals
who at the beginning of such period constitute the Board of Directors
of the Company cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a director
at the beginning of the period has been approved in advance by
directors representing at least two-thirds of the directors then in
office who were directors at the beginning of the period.
(d) For purposes of this Section 6, the term "Good Reason" shall
mean any of the following:
(i) A reduction in the Executive's
annual Base Compensation or the
annual bonuses set forth in
Sections 4.1.1 and 4.1.2, or a
failure by the Company to pay to
the Executive any installment of
his annual Base Compensation or
annual bonuses required pursuant to
Section 4 hereof, which failure
continues for a period of 10 days
after written notice thereof is
given by the Executive to the
Company; or
(ii) The Company's requiring the
Executive to be based anywhere
other than in the New Orleans,
Louisiana metropolitan area, except
for travel on the Company's
business to an extent consistent
with his obligations under this
Agreement.
(e) Except as otherwise provided in subparagraph (g) below: (i)
if the Employment of the Executive is terminated by the Company during
the Initial Term of this Agreement for any reason other than for Cause
or by the Executive for Good Reason, the Executive shall be entitled
to receive a cash payment in an amount equal to his then current Base
Compensation multiplied by the number of years remaining in such
Initial Term, provided however that such payment shall in no event be
equal to less than one full year's Base Compensation, (ii) if the
Employment of the Executive is terminated by the Company after such
Initial Term for any reason other than for Cause or by the Executive
for Good Reason, Executive shall be entitled to receive a cash payment
in an amount equal to one full year's then current Base Compensation,
and (iii) if the Employment of the Executive is terminated by the
Company as direct result of, and within 180 days of, a Change of
Control of the Company, the Executive shall be entitled to receive a
cash payment in an amount equal to three times his then current Base
Compensation and bonus prescribed in Section 4.1.2 above for the most
recently completed fiscal year. If the Employment of the Executive is
terminated by the Company for Cause or by the Executive for any reason
other than for Good Reason, the Executive shall not be entitled to
receive any severance pay or benefits hereunder.
(f) Executive shall not be required to mitigate damages on the
amount of any payment provided for hereunder nor shall the amount of
any payment provided for hereunder be reduced by a compensation earned
by Executive as a result of employment by another employer.
(g) Termination of the Executive's Employment upon expiration of
the term of this Agreement pursuant to Section 3 hereof or on account
of the death or disability of the Executive shall not be considered a
termination of the Executive's Employment by the Company and will not
require the Company to pay any severance pay pursuant to subparagraph
(e) above or any other benefits or payments hereunder except for such
benefits as may be payable pursuant to any of the Company's employee
benefit plans.
(h) Any purported notice of termination of the Executive's
Employment (other than a notice given by either pursuant to Section 3
hereof) shall be communicated in writing delivered to the other party
as provided in Section 10 hereof. A notice of termination shall
specify the termination provision relied upon by the party giving such
notice and shall set forth in detail such facts and circumstances
claimed by such party to provide a justified basis for termination of
the Executive's Employment under the provision(s) so indicated.
3. Section 10 of the Agreement is hereby amended to set forth the
following current addresses of the parties for purposes of notice:
(a) If to the Company:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
or at such other address as the Company may have advised Executive in
writing; and
(b) If to the Executive:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, LA 70433
4. Except as specifically amended herein, all other terms and
conditions of the Agreement shall remain unchanged and in full force and
effect, and the Agreement, as amended herein shall constitute the entire
understanding and agreement among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
By: /s/ Mervin L. Trail, M.D.
________________________________________
Name: Mervin L. Trail, M.D.
Title: Chairman, Compensation Committee
EXECUTIVE:
/s/ Donald E. Galloway
_______________________________________
DONALD E. GALLOWAY
July 12, 1996
Mr. Donald E. Galloway
1220 Bluewater Drive
Mandeville, LA 70471
Dear Don:
You have advised Campo Electronics, Appliances and Computers, Inc.
(Campo) that you desire to terminate your employment with the company
effective immediately. The purpose of this letter is to set forth the
terms and conditions which have been freely and mutually agreed upon by you
and Campo in connection with your separation from employment with Campo,
effective July 12, 1996.
In consideration for the obligations which you agree to undertake,
Campo agrees to do the following:
1. Pay in full to you all salary, wages and other
benefits, compensation or remuneration owed and due to
you arising out of or related to your employment with
Campo through July 12, 1996, less applicable federal,
state and local income taxes and social security taxes;
2. Pay to you an additional twelve (12) month's salary,
representing severance pay, less applicable federal,
state and local income taxes and social security taxes,
which amount shall be payable by Campo in twenty-six
(26) installments on the same days salary checks would
have been received by you had you continued to be in
the employ of Campo and as set forth in Attachment 1;
3. Pay to you an additional two (2) weeks salary,
representing accrued and unused vacation pay, less
applicable federal, state, and local income taxes and
social security taxes, which sum shall be payable
during the seventh period after the effective date of
termination of your employment relationship with Campo;
4. Release the 5,000 shares of restricted stock to be
issued on July 1997 and issue now; and
5. Provide you with a favorable letter of recommendation, if
desired.
In exchange for the above described consideration, the value and
sufficiency of which is hereby acknowledged, you agree to voluntarily
release Campo and Campo's officers, agents, directors, employees,
shareholders and insurers from any and all claims of whatsoever nature and
kind which may have arisen from any act done, or not done, relating in any
way to your employment with Campo, including, but not limited to, any
alleged violation of Title VII of the Civil Rights Act of 1964, the Age
Discrimination Act of 1967, the Employee Retirement Income Security Act
(ERISA), the Fair Labor Standards Act, the Americans With Disabilities Act,
and any other federal, state or local law, regulation or ordinance. You
further agree that, in consideration for the payments and other obligations
undertaken by Campo pursuant to this letter agreement, you will do the
following:
1. Resign from the Board of Directors of Campo as of the
effective date of the termination of your employment
with Campo.
2. Return all Campo company property, if any, in your
possession except for the company car which you may
retain upon your selection of one of the following
options available:
a. Lease car through 9/17/96 (lease up)
b. Purchase car by 7/23/96 for $26,254.17
c. Lease car through 9/17/96 and purchase car for
$24, 916.41
3. Repay the balance of all loans from the Company to you,
the total of which is $90,000.00; said repayment to be
in accordance with Attachment 1.
4. Agree that you will not, directly or indirectly for a
period of one (1) year after the effective date of the
termination of your employment with Campo:
(a) own, manage, operate, control, consult,
advise, promote, invest or acquire an
interest in, be employed by, act as an agent
on behalf of, allow your skill, knowledge,
experience or reputation to be used by, or
otherwise engage or participate in (whether
as a proprietor, partner, shareholder,
director, officer, employee, consultant,
advisor, sales agent, joint venturer,
investor, promotor or other participant in)
any Competitive Business within the
Restricted Market (as such terms are
hereinafter defined); or
(b) Solicit, induce, influence or attempt to
influence any customer, supplier,
distributor, sales agent, lender, lessor or
any other person who has a business
relationship with Campo, or who on the date
of this letter had a business relationship
with Campo or had in the past year engaged in
discussions or negotiations to enter into a
business relationship with Campo, to
discontinue or reduce the extent of such
relationship with Campo.
For purposes of this non-competition agreement, the
following terms have the meanings set forth below:
"Business" - The business in which Campo is currently
engaged, including the retail sale and installation of (i)
major home appliances, including, but not limited to,
microwave ovens, washing machines, dryers, air conditioners,
dishwashers, refrigerators, freezers, ranges and vacuum
cleaners; (ii) consumer electronics, including, but not
limited to, televisions, video cassette recorders,
camcorders, audio components, audio systems, portable audio
equipment, car stereos, mobile telephones, automobile anti-
theft devices and other mobile electronics; and (iii) home
office products, including, but not limited to, personal
computers, telephones, answering machines, fax machines,
copiers, calculators and computer software.
"Competitive Business" - Any business or line of business
that (i) in whole or in part, as of the date of this letter
agreement, is the same as, substantially similar to, or
competitive with, any facet of the Business and (ii)
operates, sells, markets, competes or derives revenue in the
Restricted Market.
"Restricted Market" - All parishes, counties and
municipalities within the states of Louisiana, Mississippi,
Arkansas, Texas, Alabama, Florida and Tennessee in which
Campo is engaged in its Business as of the date of this
letter agreement.
5. Agree that you will not (except with the written
consent of Campo) enter into business with or solicit
(directly or indirectly), the employees, officers,
managers or supervisors of Campo for a period of one
(1) year after the termination of your employment
relationship with Campo; and
6. Agree that you will not disclose "confidential
information" related to Campo to any person, firm or
corporation, which "confidential information" shall
mean any information of any nature and in any form
which, at the time or times concerned, is not generally
known to those persons engaged in business similar to
that conducted by or contemplated by Campo, including
but not limited to customer lists, new ideas, details
of customer or supplier names, pricing policies,
operational methods, marketing plans or strategies,
business acquisition plans, new personnel acquisition
plans, or any other non-public, confidential or
proprietary information of Campo.
You and Campo both agree that we will not display, discuss or
publicize this letter agreement, the underlying terms of this agreement or
the facts and circumstances leading to the separation of your employment
with Campo. You and Campo further recognize that a violation of any of the
terms and conditions of this agreement will give rise to a claim on the
part of the injured party for breach of contract and may provide a basis to
Campo, in the event of a breach by you, for Campo not paying to you the
consideration set forth in this letter agreement in the event Campo
believes it has been damaged by you as a consequence of any breach of this
agreement.
You should be aware that Campo does not believe that it has any
liability to you other than for the payment of salary, wages and benefits
through the date of separation of your employment relationship with Campo
and that the benefits being offered herein are being offered solely and
exclusively for settlement purposes. Accordingly, this agreement may not
be utilized for any purpose other than that for which it is specifically
intended. This letter agreement further supersedes any and all other
agreements, either oral or in writing, between you and Campo with respect
to your employment with Campo and contains all the covenants and agreements
between you and Campo with respect to such employment in any matter
whatsoever.
The construction and interpretation of this agreement shall be
governed by and construed and enforced in accordance with the laws of the
State of Louisiana, provided, however, that any dispute regarding the
reasonableness of the non-competition agreement set forth in Paragraph 4 on
Page 2 hereof, or the territorial scope or duration thereof, shall be
governed by the laws applicable to such dispute.
By signing the attached copy of this letter agreement, you acknowledge
that you have read, understand and agree to be bound by the terms and
conditions set forth herein and recognize that Campo would not be taking
the actions which it is obligating itself to take pursuant to this
agreement were it not for your agreement to be so bound.
Very truly yours,
Campo Electronics, Appliances and Computers, Inc.
By: /s/ Anthony P. Campo
_________________________________________
Anthony P. Campo
Enclosure
Agreed to and accepted this
22nd day of July, 1996.
/s/ Donald E. Galloway
__________________________________
Donald E. Galloway
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement ("the Agreement") between Campo
Electronics, Appliances and Computers, Inc., a Louisiana corporation (the
"Company"), and Anthony P. Campo, (the "Employee") is dated effective as
of August 29, 1996 (the "Change of Control Agreement Date").
ARTICLE I
DEFINITIONS
1.1 Employment Agreement Defined. Notwithstanding any provision
thereof, after a Change of Control (as defined below), this Agreement
supersedes the Employment Agreement dated as of December 16, 1993, as
amended as of May 16, 1996, or any subsequent employment agreement between
Employee and the Company (the "Employment Agreement").
1.2 Company Defined. As used in this Agreement, "Company" shall mean
the Company as defined above and any successor to or assignee of (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all or
substantially all of the assets or business of the Company.
1.3 Change of Control Defined. "Change of Control" shall mean:
(a) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than 25% of the
outstanding shares of the Company's Common Stock, $.10 par value per
share (the "Common Stock"); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not constitute a
Change of Control:
(i) any acquisition of Common Stock directly from the
Company,
(ii) any acquisition of Common Stock by the Company,
(iii) any acquisition of Common Stock by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, or
(iv) any acquisition of Common Stock by any corporation
pursuant to a transaction that complies with clauses (i), (ii)
and (iii) of subsection (c) of this Section 1.3; or
(b) individuals who, as of the Change of Control Agreement Date,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Change of Control
Agreement Date whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered a member of the Incumbent Board, unless such individual's
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Incumbent Board;
or
(c) consummation of a reorganization, merger or consolidation, or
sale or other disposition of all of substantially all of the assets of
the Company (a "Business Combination"), in each case, unless,
following such Business Combination,
(i) all or substantially all of the individuals and entities
who were the beneficial owners of the Company's outstanding
common stock and the Company's voting securities entitled to vote
generally in the election of directors immediately prior to such
Business Combination have direct or indirect beneficial
ownership, respectively, of more than 50% of the then outstanding
shares of common stock, and more than 50% of the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, of the corporation
resulting from such Business Combination (which, for purposes of
this paragraph (i) and paragraphs (ii) and (iii), shall include a
corporation which as a result of such transaction controls the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries), and
(ii) except to the extent that such ownership existed prior
to the Business Combination, no person (excluding any corporation
resulting from such Business Combination or any employee benefit
plan or related trust of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or 20% or more of the combined voting power
of the then outstanding voting securities of such corporation,
and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
1.4 Affiliate Defined. "Affiliate" or "affiliated companies" shall
mean any company controlled by, controlling, or under common control with,
the Company.
1.5 Cause Defined. "Cause" shall mean:
(a) the willful and continued failure of the Employee to
perform substantially the Employee's duties with the Company or
its Affiliates (other than any such failure resulting from
incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Employee
by the Board of the Company which specifically identifies the
manner in which the Board believes that the Employee has not
substantially performed the Employee's duties, or
(b) the willful engaging by the Employee in illegal conduct
or gross misconduct.
For purposes of this provision, no act or failure to act, on the part of
the Employee, shall be considered "willful" unless it is done, or omitted
to be done, by the Employee in bad faith or without reasonable belief that
the Employee's action or omission was in the best interests of the Company
or its Affiliates. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions
of a senior officer of the Company or based upon the advice of counsel for
the Company or its Affiliates shall be conclusively presumed to be done, or
omitted to be done, by the Employee in good faith and in the best interests
of the Company or its Affiliates. The cessation of employment of the
Employee shall not be deemed to be for Cause unless and until there shall
have been delivered to the Employee a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Employee and the
Employee is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the
Employee is guilty of the conduct described in subparagraph (a) or (b)
above, and specifying the particulars thereof in detail.
1.6 Disability Defined. "Disability" shall mean a condition that
would entitle the Employee to receive benefits under the Company's long-
term disability insurance policy in effect at the time either because he is
Totally Disabled or Partially Disabled, as such terms are defined in the
Company's policy in effect as of the date of this Agreement or as similar
terms are defined in any successor policy. If the Company has no long-term
disability plan in effect, "Disability" shall occur if (a) the Employee is
rendered incapable because of physical or mental illness of satisfactorily
discharging his duties and responsibilities to the Company for a period of
90 consecutive days, (b) a duly qualified physician chosen by the Company
and acceptable to the Employee or his legal representatives so certifies in
writing, and (c) the Board determines that the Employee has become
disabled.
1.7 Good Reason Defined. "Good Reason" shall mean:
(a) any failure of the Company or its Affiliates to provide the
Employee with the position, authority, duties and responsibilities at
least commensurate in all material respects with the most significant
of those held, exercised and assigned at any time during the 120-day
period immediately preceding the Change of Control. Employee's
position, authority, duties and responsibilities after a Change of
Control shall not be considered commensurate in all material respects
with Employee's position, authority, duties and responsibilities prior
to a Change of Control unless after the Change of Control Employee
holds (i) an equivalent position in the Company or, (ii) if the
Company is controlled or will after the transaction be controlled by
another company (directly or indirectly), an equivalent position in
the ultimate parent company; or
(b) the assignment to the Employee of any duties inconsistent in
any material respect with Employee's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2.1(b) of this Agreement,
or any other action that results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith
that is remedied within 10 days after receipt of written notice
thereof from the Employee to the Company; or
(c) any failure by the Company or its Affiliates to comply with
any of the provisions of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith that
is remedied within 10 days after receipt of written notice thereof
from the Employee to the Company; or
(d) the Company or its Affiliates requiring the Employee to be
based at any office or location other than as provided in Section
2.1(b)(ii) hereof or requiring the Employee to travel on business to a
substantially greater extent than required immediately prior to the
Change of Control; or
(e) any purported termination of the Employee's employment
otherwise than as expressly permitted by this Agreement; or
(f) any failure by the Company to comply with and satisfy
Sections 3.1(c) and (d) of this Agreement.
ARTICLE II
CHANGE OF CONTROL BENEFIT
2.1 Employment Term and Capacity after Change of Control. (a) If a
Change of Control occurs on or before December 31, 2000, then the
Employee's employment term (the "Employment Term") shall continue through
the second anniversary of the Change of Control, subject to any earlier
termination of Employee's status as an employee pursuant to this Agreement.
(b) After a Change of Control and during the Employment Term, (i) the
Employee's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those
held, exercised and assigned at any time during the 120-day period
immediately preceding the Change of Control and (ii) the Employee's service
shall be performed during normal business hours at the location where the
Employee was employed immediately preceding the Change of Control or any
office or location less than 35 miles from such location. Employee's
position, authority, duties and responsibilities after a Change of Control
shall not be considered commensurate in all material respects with
Employee's position, authority, duties and responsibilities prior to a
Change of Control unless after the Change of Control Employee holds (x) an
equivalent position in the Company or, (y) if the Company is controlled or
will after the transaction be controlled by another company (directly or
indirectly), an equivalent position in the ultimate parent company.
Employee shall devote himself to his employment responsibilities with the
Company (or, if applicable, the ultimate parent entity) as provided in the
Employment Agreement.
2.2 Compensation and Benefits. During the Employment Term, Employee
shall be entitled to the following compensation and benefits:
(a) Base Salary. The Employee shall receive an annual base
salary ("Base Salary"), which shall be paid at a monthly rate, at
least equal to 12 times the highest monthly base salary paid or
payable, including any base salary which has been earned but deferred
by the Employee, by the Company and its affiliated companies in
respect of the 12-month period immediately preceding the month in
which the Change of Control occurs. During the Employment Term, the
Base Salary shall be reviewed no more than 12 months after the last
salary increase awarded to the Employee prior to the Change of Control
and thereafter at least annually and shall be first increased no more
than 12 months after the last salary increase awarded to the Employee
prior to the Change of Control and thereafter at least annually in an
amount equal to the percentage increase (excluding promotional
increases) in base salary generally awarded to peer executives of the
Company and its affiliated companies for the year of determination.
Any increase in Base Salary shall not serve to limit or reduce any
other obligation to the Employee under this Agreement. Base Salary
shall not be reduced after any such increase and the term Base Salary
as utilized in this Agreement shall refer to Base Salary as so
increased.
(b) Annual Bonus. In addition to Base Salary, the Employee shall
be awarded, for each fiscal year ending during the Employment Term, an
annual bonus (the "Bonus") in cash at least equal to the Employee's
annual bonus and target incentive bonus under the Employment
Agreement, or any comparable bonus under a successor agreement for the
last full fiscal year prior to the Change of Control. Each such Bonus
shall be paid no later than the end of the third month of the fiscal
year next following the fiscal year for which the Bonus is awarded,
unless the Employee shall elect to defer the receipt of such Bonus.
(c) Fringe Benefits. The Employee shall be entitled to fringe
benefits (including, but not limited to, automobile allowance,
reimbursement for membership dues, and first class air travel) in
accordance with the most favorable agreements, plans, practices,
programs and policies of the Company and its affiliated companies in
effect for the Employee at any time during the 120-day period
immediately preceding the Change of Control or, if more favorable to
the Employee, as in effect generally at any time thereafter with
respect to other peer employees of the Company and its affiliated
companies.
(d) Expenses. The Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Employee in
accordance with the most favorable agreements, policies, practices and
procedures of the Company and its affiliated companies in effect for
the Employee at any time during the 120-day period immediately
preceding the Change of Control or, if more favorable to the Employee,
as in effect generally at any time thereafter with respect to other
peer employees of the Company and its affiliated companies.
(e) Incentive, Savings and Retirement Plans. The Employee shall
be entitled to participate in all incentive, savings and retirement
plans, practices, policies and programs applicable generally to other
peer employees of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the
Employee with incentive opportunities (measured with respect to both
regular and special incentive opportunities, to the extent, if any,
that such distinction is applicable), savings opportunities and
retirement benefit opportunities, in each case, less favorable than
the most favorable of those provided by the Company and its affiliated
companies for the Employee under any agreements, plans, practices,
policies and programs as in effect at any time during the 120-day
period immediately preceding the Change of Control or, if more
favorable to the Employee, those provided generally at any time after
the Change of Control to other peer employees of the Company and its
affiliated companies.
(f) Welfare Benefit Plans. The Employee and/or the Employee's
family, as the case may be, shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable
generally to other peer employees of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and
programs provide the Employee with benefits, in each case, less
favorable than the most favorable of any agreements, plans, practices,
policies and programs in effect for the Employee at any time during
the 120-day period immediately preceding the Change of Control or, if
more favorable to the Employee, those provided generally at any time
after the Change of Control to other peer employees of the Company and
its affiliated companies.
(g) Office and Support Staff. The Employee shall be entitled to
an office or offices of a size and with furnishings and other
appointments, and to exclusive personal secretarial and other
assistance, at least equal to the most favorable of the foregoing
provided to the Employee by the Company and its affiliated companies
at any time during the 120-day period immediately preceding the Change
of Control or, if more favorable to the Employee, as provided
generally at any time thereafter with respect to other peer employees
of the Company and its affiliated companies.
(h) Vacation. The Employee shall be entitled to paid vacation in
accordance with the most favorable agreements, plans, policies,
programs and practices of the Company and its affiliated companies as
in effect for the Employee at any time during the 120-day period
immediately preceding the Change of Control or, if more favorable to
the Employee, as in effect generally at any time thereafter with
respect to other peer employees of the Company and its affiliated
companies.
2.3 Obligations upon Termination after a Change of Control.
(a) Termination by Company for Reasons other than Death,
Disability or Cause or by Employee for Good Reason. If, after a
Change of Control and during the Employment Term, the Company
terminates the Employee's employment other than for Cause, death or
Disability, or the Employee terminates employment for Good Reason,
(i) the Company shall pay to the Employee in a lump sum in
cash within 30 days of the date of termination an amount equal to
two times the sum of (i) the amount of Base Salary in effect at
the date of termination, plus (ii) the greater of (x) the highest
annual Bonus paid or to be paid to the Employee with respect to
the last three fiscal years or (y) the target Bonus for which the
Employee is eligible for the 12-month period in which the date of
termination occurs;
(ii) for a period of twenty-four (24) months following the
date of termination of employment (the "Continuation Period"),
the Company shall at its expense continue on behalf of the
Employee and his dependents and beneficiaries the life insurance,
disability, medical, dental and hospitalization benefits provided
(x) to the Employee at any time during the 90-day period prior to
the Change in Control or at any time thereafter or (y) to other
similarly situated executives who continue in the employ of the
Company during the Continuation Period. The coverage and benefits
(including deductibles and costs) provided in this Section
2.3(a)(ii) during the Continuation Period shall be no less
favorable to the Employee and his dependents and beneficiaries,
than the most favorable of such coverages and benefits during any
of the periods referred to in clauses (x) or (y) above. The
Company's obligation hereunder with respect to the foregoing
benefits shall be limited to the extent that the Employee obtains
any such benefits pursuant to a subsequent employer's benefit
plans, in which case the Company may reduce the coverage of any
benefits it is required to provide the Employee hereunder as long
as the aggregate coverages and benefits of the combined benefit
plans is no less favorable to the Employee than the coverages and
benefits required to be provided hereunder. The Employee will be
eligible for coverage under the Consolidated Omnibus Budget
Reconciliation Act at the end of the Continuation Period or
earlier cessation of the Company's obligation hereunder.
(b) Death. If, after a Change of Control and during the
Employment Term, the Employee's status as an employee is terminated by
reason of the Employee's death, this Agreement shall terminate without
further obligation to the Employee's legal representatives (other than
those already accrued to the Employee), other than the obligation to
make any payments due pursuant to employee benefit plans maintained by
the Company or its affiliated companies.
(c) Disability. If, after a Change of Control and during the
Employment Term, Employee's status as an employee is terminated by
reason of Employee's Disability, this Agreement shall terminate
without further obligation to the Employee (other than those already
accrued to the Employee), other than the obligation to make any
payments due pursuant to employee benefit plans maintained by the
Company or its affiliated companies.
(d) Cause. If, after a Change of Control and during the
Employment Term, the Employee's status as an employee is terminated by
the Company for Cause, this Agreement shall terminate without further
obligation to the Employee other than for obligations imposed by law
and obligations imposed pursuant to any employee benefit plan
maintained by the Company or its affiliated companies.
(e) Voluntary Termination. If, after a Change of Control and
during the Employment Term, the Employee voluntarily terminates his
employment with the Company other than for Good Reason, this Agreement
shall terminate without further obligation to the Employee other than
for obligations imposed by law and obligations imposed pursuant to any
employee benefit plan maintained by the Company or its affiliated
companies.
2.4 Accrued Obligations and Other Benefits. It is the intent of this
Agreement that upon termination of employment for any reason the Employee
be entitled to receive promptly, and in addition to any other benefits
specifically provided, (a) the Employee's Base Salary through the date of
termination to the extent not theretofore paid, (b) any accrued vacation
pay, to the extent not theretofore paid, and (c) any other amounts or
benefits required to be paid or provided or which the Employee is entitled
to receive under any plan, program, policy, practice or agreement of the
Company.
2.5 Stock Options. The foregoing benefits are intended to be in
addition to the value of any options to acquire Common Stock of the Company
the exercisability of which is accelerated pursuant to the terms of any
stock option, incentive or other similar plan heretofore or hereafter
adopted by the Company.
2.6 Protection of Benefits. To the extent permitted by applicable
law, the Company shall take all reasonable steps to ensure that the
Employee is not, by reason of a Change of Control, deprived of the economic
value (including any value attributable to the Change of Control
transaction) of (a) any options to acquire Common Stock of the Company or
(b) any Common Stock of the Company beneficially owned by the Employee.
2.7 Certain Additional Payments. If after a Change of Control
Employee is subjected to an excise tax as a result of the "excess parachute
payment" provisions of section 4999 of the Internal Revenue Code of 1986,
as amended, whether by virtue of the benefits of this Agreement or by
virtue of any other benefits provided to Employee in connection with a
Change of Control pursuant to Company plans, policies or agreements
(including the value of any options to acquire Common Stock of the Company
the exercisability of which is accelerated pursuant to the terms of any
stock option, incentive or similar plan heretofore or hereafter adopted by
the Company), the Company shall pay to Employee (whether or not his
employment has terminated) such amounts as are necessary to place Employee
in the same position after payment of federal income and excise taxes as he
would have been if such provisions had not been applicable to him.
2.8 Legal Fees. The Company agrees to pay as incurred, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Employee or others of the validity or
enforceability of, or liability under, any provision of this Agreement
(including as a result of any contest by the Employee about the amount or
timing of any payment pursuant to this Agreement.)
2.8 Set-Off; Mitigation. After a Change of Control, the Company's
and its Affiliates' obligations to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company or its Affiliates may have against the
Employee or others; except that to the extent the Employee accepts other
employment in connection with which he is provided health insurance
benefits, the Company shall only be required to provide health insurance
benefits to the extent the benefits provided by the Employee's employer are
less favorable than the benefits to which he would otherwise be entitled
hereunder. It is the intent of this Agreement that in no event shall the
Employee be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Employee under any of the
provisions of this Agreement.
2.9 Outplacement Assistance. Upon any termination of employment of
the Employee other than for Cause within three years following a Change of
Control, the Company shall provide to the Employee outplacement assistance
by a reputable firm specializing in such services for the period beginning
with the termination of employment and ending three years following the
Change of Control.
ARTICLE III
MISCELLANEOUS
3.1 Binding Effect; Successors.
(a) This Agreement shall be binding upon and inure to the
benefit of the Company and any of its successors or assigns.
(b) This Agreement is personal to the Employee and shall not be
assignable by the Employee without the consent of the Company (there being
no obligation to give such consent) other than such rights or benefits as
are transferred by will or the laws of descent and distribution.
(c) The Company shall require any successor to or assignee of
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) all or substantially all of the assets or businesses of the
Company (i) to assume unconditionally and expressly this Agreement and (ii)
to agree to perform or to cause to be performed all of the obligations
under this Agreement in the same manner and to the same extent as would
have been required of the Company had no assignment or succession occurred,
such assumption to be set forth in a writing reasonably satisfactory to the
Employee.
(d) The Company shall also require all entities that control or
that after the transaction will control (directly or indirectly) the
Company or any such successor or assignee to agree to cause to be performed
all of the obligations under this Agreement, such agreement to be set forth
in a writing reasonably satisfactory to the Employee.
3.2 Notices. All notices hereunder must be in writing and shall be
deemed to have been given upon receipt of delivery by: (a) hand (against a
receipt therefor), (b) certified or registered mail, postage prepaid,
return receipt requested, (c) a nationally recognized overnight courier
service (against a receipt therefor) or (d) telecopy transmission with
confirmation of receipt. All such notices must be addressed as follows:
If to the Company, to:
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, Louisiana 70433
Attn: Compensation Committee
If to the Employee, to:
Anthony P. Campo
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., Suite 500
Covington, Louisiana 70433
or such other address as to which any party hereto may have notified the
other in writing.
3.3 Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws.
3.4 Withholding. The Employee agrees that the Company has the right
to withhold, from the amounts payable pursuant to this Agreement, all
amounts required to be withheld under applicable income and/or employment
tax laws, or as otherwise stated in documents granting rights that are
affected by this Agreement.
3.5 Amendment, Waiver. No provision of this Agreement may be
modified, amended or waived except by an instrument in writing signed by
both parties.
3.6 Severability. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall at any time or to
any extent be invalid, illegal or unenforceable in any respect as written,
Employee and the Company intend for any court construing this Agreement to
modify or limit such provision so as to render it valid and enforceable to
the fullest extent allowed by law. Any such provision that is not
susceptible of such reformation shall be ignored so as to not affect any
other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other
than those as to which it is held invalid, illegal or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law.
3.7 Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach thereof.
3.8 Remedies Not Exclusive. No remedy specified herein shall be
deemed to be such party's exclusive remedy, and accordingly, in addition to
all of the rights and remedies provided for in this Agreement, the parties
shall have all other rights and remedies provided to them by applicable
law, rule or regulation.
3.9 Company's Reservation of Rights. Employee acknowledges and
understands that the Employee serves at the pleasure of the Board and that
the Company has the right at any time to terminate Employee's status as an
employee of the Company, or to change or diminish his status during the
Employment Term, subject to the rights of the Employee to claim the
benefits conferred by this Agreement.
3.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed as of the Change of Control Agreement Date.
CAMPO ELECTRONICS, APPLIANCES
AND COMPUTERS, INC.
By: /s/ Mervin L. Trail
-----------------------------------
Mervin L. Trail
Compensation Committee Chairman
EMPLOYEE:
/s/ Anthony P. Campo, Jr.
-----------------------------------
Anthony P. Campo
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC
SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION
In order to recognize and encourage the continued employment of
employees of Campo Electronics, Appliances and Computers, Inc (the
"Company"), and to alleviate concerns about a possible loss of employment
upon a change of control (as defined below) of the Company, the Company has
adopted a Severance Pay Plan (the "Plan") having the following terms and
conditions. This document also constitutes the Plan's Summary Plan
Description, as described in Section 102 of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ARTICLE I
DEFINITIONS
1.1 Company Defined. As used in this Plan, "Company" shall mean the
Company as defined above and any successor to or assignee of (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all or
substantially all of the assets or business of the Company.
1.2 Change of Control Defined. "Change of Control" shall mean:
(a) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
25% of the outstanding shares of the Company's Common Stock, $.10 par
value per share (the "Common Stock"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control:
(i) any acquisition of Common Stock directly from the
Company,
(ii) any acquisition of Common Stock by the Company,
(iii) any acquisition of Common Stock by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, or
(iv) any acquisition of Common Stock by any corporation
pursuant to a transaction that complies with clauses (i), (ii)
and (iii) of subsection (c) of this Section 1.2; or
(b) individuals who, as of the date this Plan is executed (the
"Plan Effective Date") constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent
to the Plan Effective Date whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered a member of the Incumbent Board, unless such individual's
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Incumbent Board;
or
(c) consummation of a reorganization, merger or consolidation, or
sale or other disposition of all of substantially all of the assets of
the Company (a "Business Combination"), in each case, unless,
following such Business Combination,
(i) all or substantially all of the individuals and entities
who were the beneficial owners of the Company's outstanding
common stock and the Company's voting securities entitled to vote
generally in the election of directors immediately prior to such
Business Combination have direct or indirect beneficial
ownership, respectively, of more than 50% of the then outstanding
shares of common stock, and more than 50% of the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, of the corporation
resulting from such Business Combination (which, for purposes of
this paragraph (i) and paragraphs (ii) and (iii), shall include a
corporation which as a result of such transaction controls the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries), and
(ii) except to the extent that such ownership existed prior
to the Business Combination, no person (excluding any corporation
resulting from such Business Combination or any employee benefit
plan or related trust of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or 20% or more of the combined voting power
of the then outstanding voting securities of such corporation,
and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
1.3 Affiliate Defined. "Affiliate" or "affiliated companies" shall
mean any company controlled by, controlling, or under common control with,
the Company.
1.4 Cause Defined. "Cause" shall mean:
(a) the willful and continued failure of the Participant to
perform substantially the Participant's duties with the Company
or its affiliates (other than any such failure resulting from
incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the
Participant by the Board of the Company which specifically
identifies the manner in which the Board believes that the
Participant has not substantially performed the Participant's
duties, or
(b) the willful engaging by the Participant in illegal
conduct or gross misconduct.
For purposes of this provision, no act or failure to act, on the part of
the Participant, shall be considered "willful" unless it is done, or
omitted to be done, by the Participant in bad faith or without reasonable
belief that the Participant's action or omission was in the best interests
of the Company or its Affiliates. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or upon
the instructions of a senior officer of the Company or based upon the
advice of counsel for the Company or its Affiliates shall be conclusively
presumed to be done, or omitted to be done, by the Participant in good
faith and in the best interests of the Company or its Affiliates. The
cessation of employment of the Participant shall not be deemed to be for
Cause unless and until there shall have been delivered to the Participant a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice is provided
to the Participant and the Participant is given an opportunity, together
with counsel, to be heard before the Board), finding that, in the good
faith opinion of the Board, the Participant is guilty of the conduct
described in subparagraph (a) or (b) above, and specifying the particulars
thereof in detail.
1.5 Disability Defined. "Disability" shall mean a condition that
would entitle the Participant to receive benefits under the Company's long-
term disability insurance policy in effect at the time either because he is
Totally Disabled or Partially Disabled, as such terms are defined in the
Company's policy in effect as of the Plan Effective Date or as similar
terms are defined in any successor policy. If the Company has no long-term
disability plan in effect, "Disability" shall occur if (a) the Participant
is rendered incapable because of physical or mental illness of
satisfactorily discharging his duties and responsibilities to the Company
for a period of 90 consecutive days, (b) a duly qualified physician chosen
by the Company and acceptable to the Participant or his legal
representatives so certifies in writing, and (c) the Board determines that
the Participant has become disabled.
1.6 Good Reason Defined. "Good Reason" shall mean:
(a) Any failure of the Company or its Affiliates to provide the
Participant with an executive level position, with authority, duties
and responsibilities and at a salary level, that is reasonably
similar in all material respects with the most significant of those
held, exercised and assigned at any time during the 120-day period
immediately preceding the Change of Control.
(b) The assignment to the Participant of any duties inconsistent
in any material respect with Participant's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities or any other action that results in a diminution in
such position, authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith that is remedied within 10 days after receipt of
written notice thereof from the Participant to the Company;
(c) Any failure by the Company or its Affiliates to comply with
any of the provisions of this Plan, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith that
is remedied within 10 days after receipt of written notice thereof
from the Participant to the Company;
(d) The Company or its Affiliates requiring Participant to be
based at any office or location that is located more than [75] miles
from the location where the Participant was employed at the time of
the Change of Control; unless any such transfer would involve a
promotion at an increased salary with the Company paying for all
relocation costs of the Participant;
(e) Any purported termination of the Participant's employment
otherwise than as expressly permitted by this Plan; or
(f) Any failure by the Company to comply with and satisfy
Sections 3.1(a) and (b) of this Plan.
1.7 Participant Defined. "Participant" shall mean any executive
officer of the Company or a subsidiary who is designated by the
Compensation Committee of the Board of Directors of the Company as a
participant in the Plan.
ARTICLE II
CHANGE OF CONTROL BENEFIT
2.1 Obligations upon Termination after a Change of Control.
(a) Termination by Company for Reasons other than Death,
Disability or Cause or by Participant for Good Reason. If a Change of
Control occurs on or before December 31, 2000 at a time that the
Participant continues to be employed by the Company or a subsidiary,
and within one year after the Change of Control the Company terminates
the Participant's employment other than for Cause, death or
Disability, or the Participant terminates employment for Good Reason,
(i) the Company shall pay to the Participant in a lump sum
in cash within 30 days of the date of termination an amount equal
to six times the highest monthly base salary paid or payable
including any base salary which has been earned but deferred by
the Participant, by the Company and its affiliated companies in
respect of the 12-month period immediately preceeding the month
in which the Change of Control occurs ("Base Salary").
(ii) for a period of six months following the date of
termination of employment (the "Continuation Period"), the
Company shall at its expense continue on behalf of the
Participant and his dependents and beneficiaries the life
insurance, disability, medical, dental and hospitalization
benefits provided (x) to the Participant at any time during the
90-day period prior to the Change in Control or at any time
thereafter or (y) to other similarly situated executives who
continue in the employ of the Company during the Continuation
Period. The coverage and benefits (including deductibles and
costs) provided in this Section 2.1(a)(ii) during the
Continuation Period shall be no less favorable to the Participant
and his dependents and beneficiaries, than the most favorable of
such coverages and benefits during any of the periods referred to
in clauses (x) or (y) above. The Company's obligation hereunder
with respect to the foregoing benefits shall be limited to the
extent that the Participant obtains any such benefits pursuant to
a subsequent employer's benefit plans, in which case the Company
may reduce the coverage of any benefits it is required to provide
the Participant hereunder as long as the aggregate coverages and
benefits of the combined benefit plans is no less favorable to
the Participant than the coverages and benefits required to be
provided hereunder. The coverage during the Continuation Period
will run concurrently with the coverage provided under the
Consolidated Omnibus Budget Reconciliation Act; and
(iii) the Participant shall immediately become fully (100%)
vested in his benefit under each supplemental or excess
retirement plan of the Company in which the Participant was a
participant.
(b) Death. If, within six months after a Change of Control, the
Participant's status as an employee is terminated by reason of the
Participant's death, there shall be no further obligation under this
Plan to the Participant's legal representatives (other than those
already accrued to the Participant), other than the obligation to make
any payments due pursuant to employee benefit plans maintained by the
Company or its affiliated companies.
(c) Disability. If, within six months after a Change of Control,
Participant's status as an employee is terminated by reason of
Participant's Disability, there shall be no further obligation under
this Plan to the Participant (other than those already accrued to the
Participant), other than the obligation to make any payments due
pursuant to employee benefit plans maintained by the Company or its
affiliated companies.
(d) Cause. If, within six months after a Change of Control, the
Participant's status as an employee is terminated by the Company for
Cause, there shall be no further obligation under this Plan to the
Participant other than for obligations imposed by law and obligations
imposed pursuant to any employee benefit plan maintained by the
Company or its affiliated companies.
(e) Voluntary Termination. If, within six months after a Change
of Control, the Participant voluntarily terminates his employment with
the Company other than for Good Reason, there shall be no further
obligation under this Plan to the Participant other than for
obligations imposed by law and obligations imposed pursuant to any
employee benefit plan maintained by the Company or its affiliated
companies.
2.2 Accrued Obligations and Other Benefits. It is the intent of this
Plan that upon termination of employment for any reason the Participant be
entitled to receive promptly, and in addition to any other benefits
specifically provided, (a) the Participant's Base Salary through the date
of termination to the extent not theretofore paid, (b) any accrued vacation
pay, to the extent not theretofore paid, and (c) any other amounts or
benefits required to be paid or provided or which the Participant is
entitled to receive under any plan, program, policy practice or agreement
of the Company.
2.3 Stock Options. The foregoing benefits are intended to be in
addition to the value of any options to acquire Common Stock of the Company
the exercisability of which is accelerated pursuant to the terms of any
stock option, incentive or other similar plan heretofore or hereafter
adopted by the Company.
2.4 Legal Fees. The Company agrees to pay as incurred, to the full
extent permitted by law and to the extent that legal fees and expenses are
not recoverable under the provisions of the Employee Retirement Income
Security Act of 1974, all legal fees and expenses which the Participant may
reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Participant or others of the validity or
enforceability of, or liability under, any provision of this Plan
(including as a result of any contest by the Participant about the amount
or timing of any payment pursuant to this Plan.)
2.5 Set-Off; Mitigation. After a Change of Control, the Company's
and its Affiliates' obligations to make the payments provided for in this
Plan and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company or its Affiliates may have against the
Participant or others; except that to the extent the Participant accepts
other employment in connection with which he is provided health insurance
benefits, the Company shall only be required to provide health insurance
benefits to the extent the benefits provided by the Participant's employer
are less favorable than the benefits to which he would otherwise be
entitled hereunder. It is the intent of this Plan that in no event shall
the Participant be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Participant under
any of the provisions of this Plan.
2.6 Outplacement Assistance. Upon any termination of employment of
the Participant other than for Cause within six months following a Change
of Control the Company shall provide to the Participant outplacement
assistance by a reputable firm specializing in such services for the six
month period beginning with the termination of employment.
2.7 Withholding. The Participant agrees that the Company has the
right to withhold, from the amounts payable pursuant to this Plan, all
amounts required to be withheld under applicable income and/or employment
tax laws, or as otherwise stated in documents granting rights that are
affected by this Plan.
ARTICLE III
MISCELLANEOUS
3.1 Successors. (a) The Company shall require any successor to or
assignee of (whether direct or indirect, by purchase, merger, consolidation
or otherwise) all or substantially all of the assets or businesses of the
Company (i) to assume unconditionally and expressly this Plan and (ii) to
agree to perform or to cause to be performed all of the obligations under
this Plan in the same manner and to the same extent as would have been
required of the Company had no assignment or succession occurred, such
assumption to be set forth in a writing reasonably satisfactory to the
Participant.
(b) The Company shall also require all entities that control or
that after the transaction will control (directly or indirectly) the
Company or any such successor or assignee to agree to cause to be performed
all of the obligations under this Plan, such agreement to be set forth in a
writing reasonably satisfactory to the Participant.
3.2 Funding. The Plan is funded solely through general assets of the
Company that employs the Participant and no employee contributions are
taken nor are any funds held in trust.
3.3 Plan Amendment or Termination. The Company reserves the right to
amend or terminate this Plan at any time and without advance notice. An
amendment shall be made in writing, executed by an officer of the Company,
as authorized by the Company's Board of Directors. The Board of Directors
may delegate its authority under this Section 3.3 to the Compensation
Committee of the Board of Directors. No benefits will be paid to anyone
whose employment is terminated after the Plan is terminated or amended to
exclude that Participant.
3.4 Applicable Laws. The Plan shall be governed by the laws of the
State of Louisiana to the extent not preempted by ERISA.
3.5 Administration of the Plan. The Plan shall be administered by
Campo Electronics, Appliances and Computers, Inc (the "Plan
Administrator"). The Plan Administrator's address is: 107 Northpark Blvd.,
Covington, LA 70433. The Plan Administrator shall have the exclusive
right to interpret the Plan and all such interpretation shall be binding on
all affected parties. The Campo Electronics, Appliances and Computers, Inc
Severance Pay Plan Document is a legal document that controls the
operation of the Plan. Its provisions cover all situations relating to
benefits and its provision will be final authority.
3.6 Company's Reservation of Rights. A Participant serves at the
pleasure of the Board and the Company has the right at any time to
terminate the Participant's status as an employee of the Company, or to
change or diminish his status during the Employment Term, subject to the
rights of the Participant to claim the benefits conferred by the Plan.
3.7 Type of Plan. This Plan is intended to be a severance welfare
benefit plan under the Employee Retirement Income Security Act of 1974
("ERISA"). In no event shall benefits payable to any Participant under
this Plan exceed twice the Participant's "Annual Compensation" (as defined
in ERISA regulation Section 2510.3-2(b)(2)) during the year immediately
preceding the year of termination.
ARTICLE IV
CLAIMS FOR BENEFITS
4.1 Claims Procedure. Claims for benefits may be made to the Plan
Administrator at the above address. Payments of the amounts provided in
this Plan shall ordinarily be made without the need for demand at the
discretion of the Company. Nevertheless, a Participant who claims
entitlement to a benefit can file a written claim for benefits with the
Plan Administrator within 90 days after the Participant's employment is
terminated. The Plan Administrator shall accept or reject the claim within
30 days of its receipt. If the claim is denied, the Plan Administrator
shall give the reason for denial in a written notice calculated to be
understood by the claimant, referring to the Plan provisions that provide
the basis for the denial. If any additional information or material is
necessary to perfect the claim, the Plan Administrator shall identify these
items and explain why such additional material is necessary. If the Plan
Administrator neither accepts nor rejects the claim within 30 days, the
claim shall be deemed to be denied.
4.2 Claim Denial and Appeal. Upon denial of the claim, the claimant
may file a written request for review of the denied claim to the Plan
Administrator within 60 days of the denial. The claimant shall have the
opportunity to be represented by counsel and may request to be heard at a
hearing. The claimant shall have the opportunity to review the pertinent
documents and the opportunity to submit written reasons opposing the
denial. The decision upon the appeal will be made within 60 days of
receipt of the requested review unless special circumstances (such as a
need to hold a hearing) require an extension of time for processing, in
which case a decision will be made as soon as possible, but no later than
120 days after receipt of a request for review. If such extension of time
for review is required, because of special circumstances, written notice of
the extension will be furnished to the claimant prior to the commencement
of the extension. If the appeal is denied, the denial shall be in writing.
ARTICLE V
ERISA RIGHTS
On Labor Day of 1974 a new law was enacted to protect the interests of
workers in pension and welfare benefits connected with their jobs. Its
title is "Employee Retirement Income Security Act of 1974" but it is often
referred to by its initials - ERISA. Some of the benefits provided by the
Plan may be subject to ERISA. Therefore, each Participant under the Plan
has certain rights and protection under ERISA.
ERISA provides that all Plan Participants shall be entitled to:
i. Examine, without charge, at the Plan Administrator's office
and at other specified locations, such as work sites, all
Plan documents, including any Plan documents filed by the
Plan Administrator with the U.S. Department of Labor.
ii. Obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator.
The Plan Administrator may make a reasonable charge for the
copies.
In addition to creating rights for Participants, ERISA imposes duties upon
the people who are responsible for the operation of the Plan. The people
who operate the Plan, called "fiduciaries" of the Plan, have a duty to do
so prudently and in the interest of the Plan Participants. No one,
including the Company or any other person, may terminate a Participant's
employment or otherwise discriminate against a Participant in any way to
prevent the Participant from obtaining a welfare benefit or exercising his
or her rights under ERISA. If a claim for a benefit is denied in whole or
in part, the claimant must receive a written explanation of the reason for
the denial. A claimant has the right to have the Plan Administrator review
and reconsider the claim. Under ERISA, there are steps a Participant can
take to enforce the above rights. For instance, if a Participant requests
certain materials from the Plan Administrator and does not receive them
within 30 days, he or she may file suit in a federal court. In such a
case, the court may require the Plan Administrator to provide the materials
and pay the Participant up to $100 a day until the Participant receives the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If a claim for benefits is denied or
ignored, in whole or in part, the claimant may file suit in a state or
federal court. If it should happen that a Participant is discriminated
against for asserting his or her rights, he or she may seek assistance from
the U.S. Department of Labor, or may file suit in a federal court. The
court will decide who should pay court costs and legal fees. If the
Participant is successful, the court may order the person sued to pay these
costs and fees. If the Participant loses, the court may order the
Participant to pay these costs and fees, for example, if it finds that the
claim is frivolous. If a Participant has any questions about the Plan, he
or she should contact the Director of Human Resources at the above address.
If a Participant has any questions about this paragraph or about his or her
rights under ERISA, he or she should contact the nearest Area Office of the
U.S. Labor-Management Services Administration, Department of Labor.
This Plan was executed in Covington, Louisiana, this 4th day of
October, 1996, effective as of August 29, 1996.
WITNESSES: CAMPO ELECTRONICS, APPLIANCES
AND COMPUTERS, INC
/s/ Barbara Treuting Casteix By: /s/ Mervin L. Trail
____________________________ _______________________________
Name: Mervin L. Trail
Title: Chairman, Compensation Committee
/s/ Ron Forman
____________________________
