EXHIBIT 10.15
November 11, 1997
Xxxxx X. Xxxxxx
President and Chief Executive Officer
PDS Financial Corporation
0000 Xxxx Xxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Severance Agreement
Dear Johan:
This letter will serve to confirm the terms and conditions of our
agreement relating to the termination of my employment with PDS and our
severance arrangement. As we agreed, I have submitted my resignation and my
employment agreement, as amended from time to time, will terminate effective
November 15, 1997. Our severance agreement has several components which are
set forth below.
A cash severance benefit of $50,000.00 shall be paid to me on November
15, 1997. PDS will deduct any applicable payroll taxes. We have agreed that
I will retain my existing stock options which are fully vested. Attached is
a Resolution of the Board and Compensation Committee approving these
transactions which has been signed by Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxx
and Xxxx.
The Company will continue my current base salary for a period not to
exceed one year from the date of this agreement. In the event I accept full
time employment elsewhere, I will advise you and the Company's obligation to
continue my salary will terminate effective on the commencement date of my
new employment. This does not affect COBRA benefits, which I will most
likely continue to use until I find other suitable health insurance benefits.
The base salary compensation shall be used as a non-refundable retainer. I
agree to represent the Company on two (2) additional "standard form"
transactions, plus general counsel services, each month during the period
which I receive the monthly base salary. It is the Company's option to
choose which transactions shall be used in the retainer. If, during this
retainer period, we can not agree on the two transactions to be completed
during any month, after good faith negotiation relating to the selection of
the transactions, the monthly retainer attributable to that month may be
withheld.
I will remain on the Board of Directors of PDS Financial Corporation
until re-election of the Board members at the annual meeting in May of 1998.
At that time, I will not run for re-election. I will resign from the
Subsidiary's boards right away so as not to create issues relating to
licensing investigations. In the interim, in my capacity as outside counsel
to the Company, I will complete appropriate Minutes of the Board of Directors
meetings and provide such other counsel and assistance to the Company as you
deem appropriate.
I agree to reaffirm all components of the non-competition and
confidentiality provisions of my employment agreement with the Company, and
consistent with the Company's performance of its obligations to me under this
agreement and the engagement agreement, this letter shall serve as that
ratification and reaffirmation. I understand that the Company has received
the advice of independent legal counsel in connection with our agreements.
If this letter accurately sets forth our agreement on the matters addressed
herein, please sign this letter in the space provided below and return the
same to me. If unacceptable in any way, please call me immediately.
THE RETAINER PAID TO ME FROM TIME TO TIME UNDER THIS AGREEMENT IS AND
SHALL BE NON-REFUNDABLE AND THE COMPANY ACKNOWLEDGES THAT ANY PAYMENTS
RECEIVED BY ME WILL NEITHER BE HELD IN NOR DEPOSITED INTO A LAWYER'S TRUST
ACCOUNT AT ANY TIME.
Very truly yours,
/S/ Xxxxx X. Xxxxxx
AGREED AND ACCEPTED THIS 11th DAY OF NOVEMBER, 1997.
PDS Financial Corporation
By: /s/ Xxxxx X. Xxxxxx
Its: President
