Exhibit 10.5
December 21, 1998
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RE: Retirement and Consulting Agreement
Dear ▇▇▇▇:
This letter sets forth my understanding of the arrangement which we have
discussed, and upon execution by you, it shall serve as a binding agreement
between Movie Gallery, Inc., (the "Company") and you. The Company desires to
engage your services as a consultant to the Executive Committee, in accordance
with the following terms:
1. You agree to make yourself available to consult with the Executive
Committee (and the individual members thereof) on a first-call basis, as
and when needed.
2. In consideration of the consulting services to be performed by you
during the term of this Agreement, the Company shall pay you a consulting
fee of $60,000 per year, payable in equal successive bi-weekly payments,
due on the Company's normal payroll payment dates.
3. The term of this consulting agreement shall be one (1) year, commencing
January 1, 1999.
4. You shall continue to serve as Vice Chairman of the Board of Directors
of the Company, subject to annual election; however, you shall function as
an outside director, and as such you shall receive the same director's fees
as the other outside directors of the Company.
5. The Company shall continue to maintain your family health insurance
coverage and you shall continue to have the use of your Company credit
card, both to the same extent (if any) as the Executive Officers of the
Company.
6. This Agreement shall be binding upon the Company, its successors and/or
assigns.
7. This Agreement shall immediately terminate upon your death or permanent
disability. For purposes of this Agreement, you shall be deemed to be
permanently disabled in the event that you are unable, due to mental or
physical disability, to perform services under this Agreement for a
continuous period of more than ninety (90) days.
8. You shall have the right to terminate this Agreement upon thirty (30)
days written notice to the Executive Committee.
9. In the event that you fail to comply with the terms of this Agreement
for any reason other than death or mental or physical disability, then this
Agreement shall terminate upon thirty (30) days written notice to you.
If you are in agreement with the above, please execute this letter in duplicate
in the space provided below and return one original to me.
Sincerely,
/s/ ▇. ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
JTM/mc
AGREED TO AND ACKNOWLEDGED THIS
21st DAY OF DECEMBER, 1998.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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