GOOD GUYS INC
EXHIBIT 10.46
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<DESCRIPTION>EXHIBIT 10.46
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<P align="left"><FONT size="2">Exhibit&nbsp;10.46
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<P align="center"><FONT size="2">August&nbsp;6, 2003
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<P align="left"><FONT size="2">Mike Mohan<BR>
Good Guys, Inc.<BR>
1600 Harbor Bay Parkway, Suite&nbsp;200<BR>
Alameda, CA 94502
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<P align="left"><FONT size="2">Re: Terms of Employment
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<P align="left"><FONT size="2">Dear Mike:
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<P align="left"><FONT size="2">On behalf of Good Guys, Inc. (&#147;the Company&#148;), I am pleased to confirm in
writing the terms of your employment:
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<P align="left"><FONT size="2">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
are employed as Vice President, Merchandising, reporting to the
Executive Vice President.
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<P align="left"><FONT size="2">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Your
base salary is $9,375 semi-monthly ($225,000 annually). In addition, you will be
eligible for a targeted bonus up to 50&nbsp;percent (50%) of your base salary,
provided that Good Guys and you meet established objectives for the fiscal year. Any bonus is payable at the time of the Company&#146;s normal bonus distributions
and is not earned unless you are employed by the Company on the date that the
bonus is paid.
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<P align="left"><FONT size="2">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During your employment, you will receive medical and other benefits of
employment generally available to the Company&#146;s officers when and as you become
eligible for them.
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<P align="left"><FONT size="2">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You will be an at-will employee, which means that you can be terminated by
the Company at any time, with or without cause.
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<P align="left"><FONT size="2">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes hereof &#147;cause&#148; means: (a)&nbsp;violation of any of the Company&#146;s
policies, practices and procedures; (b)&nbsp;any state, federal or other conviction,
including, but not limited to, the entry of a pleas of nolo contendere upon a
criminal charge, which would render you unable to perform your normal
responsibilities; (c)&nbsp;neglect of, breach of, or failure or inability to perform
your duties as an employee; or (d)&nbsp;an act of misconduct or dishonesty in
connection with your employment.
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<P align="left"><FONT size="2">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of a &#147;change in control&#148; of the Company within two years of
the date of this letter and your termination without cause within 12&nbsp;months of
the change of control, then you will be entitled to severance payments equal in
the aggregate to months salary (at your then rate of salary), payable on the
same schedule such payments would have been made if you had remained employed.
For purposes of this agreement, the term &#147;change in control&#148; is defined as any
of the following transactions: (a)&nbsp;the sale of all or substantially all of
the assets of the Company to any person or entity that, prior to such sale, did
not control, was not under common control with, or was not controlled by, the
Company, (b)&nbsp;a merger or consolidation or other reorganization in which the
Company is not the successor entity or becomes owned entirely by another
entity, unless at least fifty percent (50%) of the outstanding voting
securities of the surviving or parent corporation, as the case may be,
immediately following such transaction are beneficially held by such persons
and entities in the same proportions as such persons and entities beneficially
held the outstanding voting securities of the Company immediately prior to such
transaction, or (c)&nbsp;the sale or other change of beneficial ownership of the
outstanding voting securities of the Company such that any person or &#147;group&#148; as
that term is defined under the Securities Exchange Act of 1934 becomes the
beneficial owner of more than 50% of the outstanding voting securities of the
Company.
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<P align="left"><FONT size="2">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you are terminated by the Company without cause within two years from
August&nbsp;6, 2003, then you will be entitled to receive severance payments equal
in the aggregate to months&#146; salary (at your then rate of salary) payable on
the same schedule that such payments would have been made if you had remained
employed.
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<P align="left"><FONT size="2">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of your death following termination of your employment, then
any payments owing under paragraphs 6 or 7 above will be made your estate. You
shall not be entitled to payments under both paragraphs 6 and 7 above, but
shall be entitled to the higher of the payments provided for in those
paragraphs if the terms of such paragraphs would both be applicable.
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<P align="right"><FONT size="2">&nbsp;</FONT>
<P align="left"><FONT size="2">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purposes of paragraphs 6 and 7 above, a termination without cause
shall include a termination by you for good reason, which is defined as
follows: (a)&nbsp;a reduction in your salary below the amount specified in
paragraph 2 above; (b)&nbsp;a relocation of your workplace by more than 50 miles; or
(c)&nbsp;a material reduction in your responsibilities or duties, provided that a
change in the person to whom you report shall not in and of itself constitute
such a reduction.
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<P align="left"><FONT size="2">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither this agreement nor the compensation provided for herein shall
affect your entitlement to any benefits that have accrued and are owing to you
as of the time of termination of your employment under other benefit plans of
the Company that are then in effect.
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<P align="left"><FONT size="2">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation payable to you under this agreement shall be reduced by all
federal, state, local or other withholding or similar taxes as required by
applicable law.
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<P align="left"><FONT size="2">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This letter contains the complete terms of your employment and supercedes
all prior agreements between you and the Company concerning the same. It may
be modified only by an agreement in writing approved by the Board of Directors
and signed by you and the Company&#146;s Chief Executive Officer or President.
These terms, if acceptable by you, will be binding on the Company, its
successors and assigns, even in the event of a change in control or management
of the Company.
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<P align="left"><FONT size="2">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This letter agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California applicable to contracts
made and performed in such state, without regard to the principles thereof
regarding conflict of laws.
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<P align="left"><FONT size="2">Please indicate your acceptance of these terms by affixing your signature below
and returning this letter to me.
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Very truly yours,</FONT></TD>
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/s/ KENNETH R. WELLER</FONT></TD>
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Kenneth R. Weller</FONT></TD>
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Chairman and CEO</FONT></TD>
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<P align="left"><FONT size="2">Agreed and accepted:
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<P align="left"><FONT size="2">/s/ RAJENDRA M. MOHAN
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