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EXHIBIT 10.209
AMENDMENT NO. 5 TO SEVERANCE AGREEMENT
AND CONSULTING AGREEMENT
It is hereby agreed as of this 10th day of May 2000, by and between MEGO
FINANCIAL CORP. (the "Company") and XXX X. XXXXXXXX (the "Employee") as follows:
WHEREAS, the Employee was a senior officer of the Corporation from January, 1988
to December 31, 1998, holding the offices of Executive Vice President, General
Counsel and Secretary during most of that period; and
WHEREAS, the parties hereto previously entered into an agreement dated as of
September 2, 1997 (the "Agreement") which, among other things provided for a
lump sum payment of $250,000.00 (the "Payment") in the event the Employee's
employment by the Company was terminated for any reason; and
WHEREAS, the parties hereto have previously entered into an indemnification
agreement dated as of September 23, 1998 (the "Indemnification Agreement"); and
WHEREAS, the Employee retired on December 31, 1998 and is no longer employed by
the Company; and
WHEREAS, pursuant to Amendment No. 1 to Severance Agreement, and Consulting
Agreement dated as of December 24, 1998 (the "Amendment No. 1"), and Amendment
No. 2 to Severance Agreement, and Consulting Agreement dated as of June 18, 1999
(the "Amendment No. 2"), Amendment No. 3 to Severance Agreement, and Consulting
Agreement dated as of September 28, 1999 (the "Amendment No. 3") and Amendment
No. 4 to Severance Agreement, and Consulting Agreement dated as of December 30,
1999 (the "Amendment No. 4") the Company and the Employee agreed to modify the
payment terms of the Payment so as to defer the payment of a portion thereof,
and provided for the possible future services of Employee as a consultant to the
Company; and
WHEREAS, in accordance with the terms of Amendment Xx. 0, Xxxxxxxxx Xx. 0,
Xxxxxxxxx Xx. 0, and Amendment No. 4, the Company has paid monthly payments
through the date hereof aggregating $170,000, leaving a balance due on the
Payment of $80,000 as of the date hereof, and
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, it is agreed as follows:
1. The above recitals are true and correct.
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2. Paragraph 2 of the Agreement is hereby amended and restated to read in full
as follows:
"In the event the employment of the Employee in his present capacity with
the Company is terminated for any reason, including but not limited to the
Employee's death, disability, or retirement, the Company shall pay to the
Employee (or his personal representative if the Employee is deceased) the
sum of Two Hundred Fifty Thousand Dollars ($250,000), in full satisfaction
of any severance obligations of the Company, which amount shall be paid as
follows:
a. The sum of Ten Thousand Dollars ($10,000) on the first payday of each
month to executive officers of the Company for the months of January
1999 through August 2000, aggregating Two Hundred Thousand Dollars
($200,000).
b. The balance of Fifty Thousand Dollars ($50,000) on August 31, 2000.
c. In the event the Company executes an agreement involving a "Change of
Control" as hereinafter defined, the Company shall immediately pay any
unpaid balance of Payment to the Employee at the closing of the
transaction, if prior to August 31, 2000. This sub-paragraph shall not
extend the final payment date of the Payment beyond August 31, 2000.
d. The Payment shall be deemed to be in the nature of a non-qualified
pension.
3. As further consideration for the agreement of the Employee to continue
deferring payment of a portion of the Payment, the Company agrees to permit
the Employee to utilize available space, if any, at the Company's offices in
North Miami, Florida, in connection with Employee providing consulting
services to the Company if requested by the Company and agreed to by the
Employee, as well as for the Employee's personal matters, until December 31,
2000 or such other date as is agreed to by the parties.
4. Except as modified above, all other terms and conditions of the Agreement,
Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0 and Amendment No. 4 shall
remain in full force and effect. The Indemnification Agreement shall also
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the date
first above written.
MEGO FINANCIAL CORP. (COMPANY)
By: /s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX, PRESIDENT
XXX X. XXXXXXXX (EMPLOYEE)
/s/ XXX X. XXXXXXXX
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