exv10w39



 


Exhibit 10.39



AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT



This Amendment to Executive Employment Agreement is entered into as of this 5th
day of August, 2003 by and between Good Guys, Inc., a Delaware corporation
(“Company”) and Kenneth R. Weller (“Executive”).


RECITALS:



1.     The Company and Executive entered into an Executive Employment Agreement
effective as of the close of business on the 15th day of August, 2000 (the
“Employment Agreement”).


2.     The Compensation Committee of the Board of Directors of the Company and the
Board of Directors have approved, and Executive has agreed to, certain
amendments to the Employment Agreement.


NOW THEREFORE, in consideration of the mutual covenants and obligations
contained herein the parties hereby agree that the Employment Agreement shall
be amended in the following respects:


1.     Section 1(a) of the Employment Agreement is amended and restated in its
entirety to read as follows:


“Chief Executive Officer. Executive agrees that during the term of
this Agreement he will devote his best efforts and all of his
business time and attention to the business of the Company and will
faithfully and diligently carry out the duties of Chief Executive
Officer. In such capacity, Executive shall report directly to the
Board of Directors.”


2.     Section 7 of the Employment Agreement is amended to provide that the term
of employment shall end on August 15, 2006 unless earlier terminated pursuant
to the provisions of Section 7.


3.     Section 2(c) of the Employment Agreement is amended to extend the
expiration date of the non-qualified stock option provided for therein until
August 15, 2006, subject to the following:



	 	(a)	 	The exercise price of the option shall remain $3.75 per
share, and the option, subject to the provisions of
subparagraph (b) below, shall be fully vested as of August 15,
2003.
	 
	 	(b)	 	The extension of the option and exercise of the option
are subject to obtaining the approval of the stockholders of
the Company of the extension at the next annual meeting of
stockholders, or if earlier, at a meeting of stockholders held
for the purpose of considering a “change of control” of the
Company as that term is defined in the Employment Agreement (a
“change of control”), in which the consideration to be
received by the stockholders of the Company in the change of
control has a value in excess of $3.75 per share (as
determined in good faith by the Board of Directors of the
Company). If prior to the next annual meeting of stockholders
a “change of control” in which the stockholders of the Company
receive consideration having a value of $3.75 per share or
less is approved by the stockholders, or a change of control
occurs at any price without stockholder approval, there shall
be no further obligation to seek stockholder approval of
extension of the option and the option shall terminate.
Approval of stockholders as used herein shall mean the
affirmative vote of at least a majority of the shares of
common stock represented in person or by proxy and entitled to
vote at the meeting.
	 
	 	(c)	 	To the extent not exercised, the option shall in any
event automatically expire and be cancelled upon the earliest
to occur of (i) a change of control, (ii) failure to obtain
approval of the stockholders of the extension of the option at
a meeting held for that purpose, (iii) 90 days following the
termination of employment of Executive with the Company other
than by reason of death or disability, or one year following
the termination of employment of Executive with the Company by
reason of death or disability, and (iv) August 15, 2006.








 




4.     Except as otherwise provided above, the provisions of the Employment
Agreement shall remain unchanged.


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreement as of the day and year first above written.



	 	 	 
	 	 	
GOOD GUYS, INC.
	 	 	 
	 	 	
/s/ THOMAS F. HERMAN
	 	 	


	 	 	
Thomas F. Herman, President
	 	 	 
	 	 	
EXECUTIVE:
	 	 	 
	 	 	
/s/ KENNETH R. WELLER
	 	 	


	 	 	
Kenneth R. Weller