EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into and effective this 1st day of
July, 1996 by and between AUTO CREDIT CLEARINGHOUSE L.P., a Delaware limited
partnership with its principal offices located in Boca Raton, Florida
(hereinafter referred to as the Limited Partnership") and XXXXXXX X. XXXXX,
with an address at 000 Xxxx Xxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 29O72
(hereinafter referred to as the "Employee.").
WITNESSETH
WHEREAS, the Limited Partnership currently employs
Employee as its Executive Vice President;
WHEREAS, the Limited Partnership wishes to reduce to
writing the terms and conditions of Employee's employment; and
WHEREAS, Employee wishes also to reduce to writing the terms
and conditions of his employment by the Limited Partnership.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and obligations contained herein, and intending to be legally bound,
the parties hereto agree as follows:
1. Employment and Term. The Limited Partnership
hereby employs Employee and Employee hereby accepts employment with the
Limited Partnership as its Executive Vice President. The term of such
employment shall begin on the effective date hereof and end on June 30,
1999, unless sooner terminated as provided in Section 10 herein (the
"Term").
2. Duties. During the Term, Employee shall in his
capacity as Executive Vice President, serve the Limited Partnership
faithfully and to the best of his ability a:nd devote such time to the
business of the Limited Partnership, subject to the provisions of
Section 3 herein, as (i) is necessary to carry out the duties and
responsibilities customarily incident to such position, including,
without limitation, the supervision of the other executive officers and
employees of the Limited Partnership who are subordinate to Employee,
and (ii) may be reasonably assigned to him from time to time by the
Board of Directors or Chairman, Chief Executive Officer and/or
President, if any, of National Auto Finance Corporation, the general
partner of the Limited Partnership (the "General Partner"), by the
Chairman, Chief Executive Officer and/or President, if any, of National
Auto Finance Company L.P. ("NAFCO"), or by the Chairman, Chief Executive
Officer and/or
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President, if any, of the Limited Partnership. Employee shall report to the
Board of Directors and Chairman, Chief Executive Officer and President, if any,
of the General Partner, to the Chainman, Chief Executive Officer and President,
if any, of NAFCO, and to the Chairman, Chief Executive Officer and President,
if any, of the Limited Partnership.
3. Other Business Activities. During the Term, Employee
shall not, without the prior written consent of the Limited Partnership,
directly or indirectly engage in any other business activities or pursuits,
except activities in connection with charitable or civic activities, personal
investments, service as an executor, trustee or in other similar fiduciary
capacities and such other activities as are not inconsistent with his positions
with the Limited Partnership and do not interfere with the performance of
Employee's duties, responsibilities and obligations pursuant to this Agreement.
4. Compensation.
(a) Salary. During the Term, the Limited Partnership
shall pay Employee, and Employee hereby agrees to accept, as compensation for
all services rendered hereunder and for Employee's covenant not to compete as
provided for in Section 9 hereof, a base salary (the "Base Salary") at an annual
rate as follows:
(i) $110,571 through December 31, 1996;
(ii) $118,000 from January 1, 1997 through
December 31, 1997;
(iii) $127,500 from January 1, 1998 through
December 31, 1998; and
(iv) $137,000 from January 1, 1999 through June
30, 1999.
Payment of the Base Salary shall be made in the same manner as the Limited
Partnership routinely pays its other executive employees. All applicable
income, social security and other taxes and charges which are required by law
to be withheld by the Limited Partnership or which are requested to be withheld
by Employee, shall be deducted from the Base Salary in accordance with the
Limited Partnership's normal payroll practice for its salaried executives from
time to time in effect.
(b) Incentive Bonus. The Limited Partnership shall pay
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to Employee an incentive bonus for each of calendar years 1996,1997, 1998 and
1999. Such incentive bonus shall be calculated as follows:
(A) net income before taxes for the year(1) (as
determined by the independent auditors of the
Limited Partnership in accordance with Generally
Accepted Accounting Principles consistently
applied) divided by $7,000,000 for 1996;
$12,400,000 for 1997; $19,600,000 for 1998; and
$34,000,000 for 1999, with the resulting fraction
multiplied by $ $55,285.50 for 1996;$64,900 for
1997; $76,500 for 1998; $82,200 for 1999 or
(B) 1996 - $55,285.50
1997 - $64,900.00
1998 - $76,500.00
1999 - $82,200.00
Such incentive bonus earned for calendar years 1996, 1997,
1998 and 1999 shall be paid on or before March 31 of the next succeeding year.
5. Stock Option Plan. In the event that the Limited
Partnership or any successor entity adopts a stock option plan (other than the
current 1994 Award Units Plan), or in the event any stock option plan is
offered to the Limited Partnership or successor entity employees by a parent
organization (within the meaning of Rule 12 b-2 under the Securities Exchange
Act of 1934), Employee shall be entitled to participate in such stock option
plan.
6. Benefits and Expenses.
(a) Benefits. Employee shall be entitled to participate in
such benefit plans and programs, including pension, hospitalization, medical
and dental insurance, life and disability insurance, and vacation, as are made
available to the executive employees of the Limited Partnership from time to
time during the Term.
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(1) In determining net income before taxes independent auditors shall
exclude any deductions to net income attributable either to intercompany
management fees (other than reimbursement for actual expenses including the net
of pocket expenses for such affiliate) or to any bonus payable to Employee.
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(b) Expenses. Employee shall be reimbursed by the Limited
Partnership for all reasonable out-of-pocket expenses, including travel and
entertainment expenses, incurred by him in furtherance of the performance of
his duties and responsibilities hereunder upon submission w the Limited
Partnership of receipts supporting such expenses.
(c) Automobile. The Limited Partnership will provide Employee
with a car allowance of Five Hundred and Fifty Dollars ($550.00) per month and
reimburse Employee for gasoline and oil expenses for his automobile upon
submission to the Limited Partnership of receipts supporting such expenses.
7. Confidentiality
(a) Non-Disclosure. Employee recognizes and acknowledges that
the Proprietary information (as hereinafter defined) of the Limited Partnership
is a valuable, special and unique asset of the Limited Partnership. As a
result, both during the Term and thereafter, Employee shall not, without the
prior written consent of the Limited Partnership, for any reason, either
directly or indirectly, divulge to any third party or use for Employee's own
benefit, or for any purpose other than the exclusive benefit of the Limited
Partnership, any and all confidential, proprietary, business or technical
information, or trade secrets of the Limited Partnership which are revealed,
obtained or developed in the course of Employee's employment with the Limited
Partnership (the "Proprietary Information"). Such Proprietary Information shall
include, but shall not be limited to, marketing and development plans and
efforts, cost information, pricing information, marketing methods and plans,
identities of the Limited Partnership's dealers, the Limited Partnership's
relationship with or potential its dealers, and any other confidential
information relating to the business of the Limited Partnership; provided,
however, that nothing herein contained shall restrict Employee's ability to
make such disclosures during the course of his employment as may be necessary
or appropriate to the effective and efficient discharge of his duties or as
such disclosures may be required by law; and further provided, that nothing
herein contained shall restrict Employee from divulging or using for his own
benefit or for any other purpose any Proprietary Information which is readily
available to the general public so long as such information did not become
available to the general public as a direct or indirect result of Employee's
breach of this Section 7.
(b) Inventions, Designs and Product Developments. All
inventions, discoveries, concepts, improvements, formulas, processes, devices,
methods, innovations, designs, ideas and
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product developments (collectively, the "Developments"), developed or conceived
by Employee, solely or jointly with others, whether or not patentable or
copyrightable, at any time during the Term or within one (1) year after the
termination of this Agreement and which relate to the actual or planned
business activities of the Limited Partnership and all of the Employee's right,
title and interest therein, shall be the exclusive property of the Limited
Partnership. The Employee hereby assigns, transfers and conveys tot he Limited
Partnership all of his right, title and interest in and to any and all such
Developments. Employee shall disclose fully, as soon as practicable and in
writing, all Developments to the Chairman, Chief Executive Officer or President
of the Limited Partnership. At any time and from time to time, upon the request
of the Limited Partnership, the Employee shall execute and deliver to the
Limited Partnership any and all instruments, documents and papers, give
evidence and do any and all other acts which, in the opinion of counsel for the
Limited Partnership, are or may be necessary or desirable to document such
transfer or to enable the Limited Partnership to file and prosecute
applications for and to acquire, maintain and enforce any and all patents,
trademarks registrations or copyrights under United States or foreign law with
respect to any such Developments or to obtain any extension, validation,
reissue, continuance or renewal of any such patent1 trademark or copyright. The
Limited Partnership will, at its expense, be responsible for the preparation of
any such instruments, documents and papers and for the prosecution of any such
proceedings and will reimburse the Employee for all reasonable expenses the
Employee incurs in connection therewith upon submission to the Limited
Partnership of invoices with respect thereto.
8. Property of Limited Partnership. All Proprietary
Information and Developments shall be and remain the sole property of the
Limited Partnership. During the Term of this Agreement, Employee shall not
remove from the Limited Partnership's offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or similar
materials containing information of the type identified in Section 7 hereof, or
other materials or property of any kind unless necessary or appropriate in
accordance with his duties and responsibilities and, in the event that such
materials or property are removed, all of the foregoing shall be returned to
their proper files or places of safekeeping as promptly as possible after the
removal shall serve its specific purpose. Employee shall not make, retain,
remove and/or distribute any copies of any of the foregoing for any reason
whatsoever except as may be necessary in the discharge of his assigned duties
and shall not divulge to any third person the nature of and/or the contents of
any of the foregoing or of any other oral or written information
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to which he may have access or with which for any reason he may become
familiar, except as disclosure shall be necessary in the performance of his
duties; and upon the termination of his employment with the Limited
Partnership, he shall leave with or return to the Limited Partnership, all
originals and copies of the foregoing then in his possession, whether prepared
by Employee or by others.
9. Covenant Not to Compete.
(a) Employee shall not, during the Term, anywhere within the
United States of America or in any other location where the activities of
Employee would, in the judgment of the Board of Directors of the General
Partner, be competitive with the automotive finance business of the Limited
Partnership, do any of the following, directly or indirectly, without the prior
written consent of the Limited Partnership:
(1) solicit, either directly or indirectly, business
from any dealer with whom the Limited Partnership shall
have dealt at any time;
(2) influence or attempt to influence any dealer with whom
the Limited Partnership shall have dealt at any time or
potential dealer of the Limited Partnership to terminate or
modify any written or oral agreement, arrangement or course
of dealing with the Limited Partnership; or
(3) influence or attempt to influence any person to either
(i) terminate or modify his employment, consulting, agency,
distributorship or other arrangement with the Limited
Partnership or (ii) employ or retain, or arrange to have any
other person or entity employ or retain, any person who has
been employed or retained by the Limited Partnership as an
employee, salesman, consultant or agent of the Limited
Partnership at any time during the one (1) year period
immediately preceding the effective date of Employee's
termination if the actions enumerated in clauses (i) and (ii)
would negatively affect the business and/or operations of the
Limited Partnership or the General Partner for a period of
one (1) year following the effective date of Employee's
termination.
(a) The Limited Partnership shall have the right, but not the
obligation, to require Employee, for a six month period of time following the
termination of Employee' S employment (for
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whatever reason), anywhere within the United States of America or in any other
location where the activities of Employee would, in the judgment of the Board
of Directors of the General Partner, be competitive with the automotive finance
business of the Limited Partnership, not to engage in the conduct proscribed by
Section 9(a)(1), (2) and (3) by payment to Employee, over the extended covenant
period, of fifty percent (50%) of the amount paid to Employee (as reflected in
Employee's W-2) by the Limited Partnership in the full calendar year
immediately preceding Employee's termination. Any payments required by this
Section 9(b) shall be paid by check in the same time intervals as the Limited
Partnership routinely pays its executive employees. The Limited Partnership's
option to extend Employee's covenant not to compete may be exercised only by
providing Employee a minimum of one hundred twenty (120) days written notice.
Any exercise of the option shall be irrevocable.
(b) If the employment of Employee shall either expire
pursuant to Section 1 hereof, or shall be terminated pursuant to Section 10 of
this Agreement, Employee shall not, for a one (1) year period of time following
such termination, employ or retain, or arrange to have any other person or
entity employ or retain, any person who has been employed or retained by the
Limited Partnership any time during the one (1) year period immediately
preceding the' effective date of Employee's termination.
10. Termination. This Agreement may be terminated
during the Term upon the occurrence of any of the events described
in this Section 10. Upon termination, Employee shall be entitled to
such compensation and benefits as are described in this Section 10.
10.1 Termination for Disability.
(a) In the event of the disability of the Employee such that
Employee is unable to perform his duties and responsibilities hereunder to the
full extent required by this Agreement by reason of illness, injury or
incapacity for a period of more than one hundred twenty (120) consecutive days
or for a cumulative period of one hundred twenty (120) days within a twelve
(12) month period ("Disability" or "Disabled"), this Agreement may be
terminated by the Limited Partnership.
(b) In the event of a termination of Employee's employment
pursuant to Section 10.1(a), Employee will be entitled to receive (i) all
accrued but unpaid (as of the date of such termination) Base Salary and
Benefits and other forms of compensation and benefits payable or provided in
accordance with the terms of any then existing Limited Partnership compensation
or
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benefit plan or arrangement, including payments prescribed under any disability
benefit or life insurance plan or arrangement in which Employee is a
participant or to which Employee is a party as an employee of the Limited
Partnership (Other Compensation"), and (ii) an amount equal to Employee's Base
Salary for a three (3) month period (at the rate then in effect at the time of
such termination). Except as specifically set forth in this Section 10.1(b) the
Limited Partnership shall have no liability or obligation to Employee for
compensation or benefits hereunder by reason of such termination.
(c) For purposes of this Section 10.1, except as hereinafter
provided, the determination as to whether Employee is Disabled shall be made by
a licensed physician selected by Employee and shall be based upon a full
physical examination and good faith opinion by such physician. In the event
that the Board of Directors of the General Partner disagrees with such
physician's conclusion, the Board of Directors of the General Partner may
require that Employee submit to a full physical examination by another licensed
physician selected by Employee and approved by the Board of Directors of the
General Partner. If the two opinions shall be inconsistent, a third opinion
shall be obtained after full physical examination by a third licensed physician
selected by Employee and approved by the Board of Directors of the General
Partner. The majority of the three opinions shall be conclusive.
10.2 Termination by Death. In the event that Employee dies
during the Term, Employee's employment shall be terminated thereby and the
Limited Partnership shall pay to Employee's executors, legal representatives or
administrators an amount equal to all accrued but unpaid (as of the date of
such termination) Base Salary, Benefits and Other Compensation. Except as
specifically set forth in this Section 10.2, the Limited Partnership shall have
no liability or obligation hereunder to Employee's executors, legal
representatives, administrators, heirs or assigns or to any other person
claiming under or through him by reason of Employee's death.
10.3 Termination for Cause.
(a) The Limited Partnership may terminate this Agreement at
any time for "cause" upon written notice to Employee, which termination shall
become effective on the date specified in such notice. For purposes of this
Agreement, cause" shall mean: (i) any material breach by Employee of any of his
obligations under Sections ?, 8 or 9 of this Agreement; (ii) failure by
Employee to perform satisfactorily the duties assigned to him pursuant to this
Agreement; (iii) other conduct of Employee involving gross
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disloyalty or wilful misconduct with respect to the Limited Partnership,
including, without limitation, fraud, embezzlement, theft or proven dishonesty
in the course of his employment, or conviction of a felony; (iv) Employee's
willful engagement in conduct materially injurious to the economic interests or
reputation of the Limited Partnership; or (v) Employee's other gros's
misconduct or insubordination.
(b) In the event of a termination of Employee's employment
pursuant to clauses (i) or (iii) of Section 10.3(a), Employee shall be entitled
to receive all accrued but unpaid (as of the date of such termination) Base
Salary, Benefits and Other Compensation, and all Base Salary, Benefits and
Other Compensation shall then cease at the time of such termination.
(c) In the event of a termination of Employee's employment
pursuant to clause (ii) of Section 10.3(a), Employee shall be entitled to
receive all accrued but unpaid (as of the date of such termination) Base
Salary, Benefits and Other Compensation. Employee shall also be entitled to
receive an amount equal to his Base Salary (at the rate than in effect at the
time of such termination) for a twelve (12) month period, such amount to be
paid over the applicable period at times corresponding to the Limited
Partnership's normal payroll periods for executive officers as if no such
termination had occurred. Except as specifically set forth in this Section
10.3(c) all Base Salary, Benefits and Other Compensation shall then cease at
the time of such termination.
10.4 Termination By Employee For Good Reason
(a) Employee may terminate this Agreement at any time for
Good Reason (as defined below) effective upon the date designated by Employee
in written notice of his termination of employment pursuant to this Section
10.4(a); provided, that the effective date of such termination shall not be
less than ninety (90) days after such notice is given, unless the Board of
Directors of the General Partner declares such effective date to be earlier
than that designated by Employee, which such Board shall be entitled to do (but
not earlier than the date such notice is received). For purposes of this
Agreement, Good Reason shall mean a material breach by the Limited Partnership
of its obligations under this Agreement, including, but not limited to, the
following: (i) the failure by the Limited Partnership to pay Base Salary or any
other material form of compensation or material benefit to be paid or provided
to Employee hereunder, which failure is not cured by the Limited Partnership
within ten (10) days after the Limited Partnership's receipt of written
notification from Employee of such failure; and (ii) any material breach. not
encompassed within
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clause (i) of this Section, 10.4(a), of the obligations of the Limited
Partnership under this Agreement which breach is not cured within thirty (30)
days after the Limited Partnership's receipt of written notification from the
Employee of such material breach.
(b) In the event of a termination of Employee's employment
pursuant to Section 10.4(a), Employee shall be entitled to receive all accrued
but unpaid (as of the date of such termination) Base Salary, Benefits and Other
Compensation. Employee shall also be entitled to receive an amount equal to his
Base Salary at the time of termination for a six (6) month period, such amount
to be paid over the applicable period at times corresponding to the Limited
Partnership's normal payroll periods for executive officers as if no such
termination had occurred. Except as specifically set forth in this Section
10.4(b), all Base Salary, Benefits and Other Compensation shall then cease at
the time of such termination.
10.5 Successor Party
The Limited Partnership shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Limited Partnership, by
agreement in form and substance satisfactory to Employee, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Limited Partnership would be required to perform it. If no such
agreement prior to or simultaneously with the effectiveness of any such
succession is executed and delivered to Employee, such failure shall constitute
a material breach of this Agreement.
11. Survival of Provisions. The rights and obligations
of Employee pursuant to Sections 7, 8, 9, 10 and 14 of this
Agreement shall survive the termination of Employee's employment
hereunder.
12. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the Limited Partnership and
Employee and their respective successors, executors, administrators, heirs
and/or permitted assigns; provided, however, that neither Employee nor the
Limited Partnership may make any assignment of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent of
the other parties hereto, except that, without such consent, the Limited
Partnership may assign this Agreement to any successor to all or substantially
all of its assets and business by means of liquidation, dissolution, merger,
consolidation, transfer of
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assets, or otherwise, provided that such successor assumes in writing all of
the obligations of the Limited Partnership under this Agreement.
13. No Conflicting Agreements. Employee represents to the
Limited Partnership that (i) Employee is not currently under contract to
provide services to any other party or entity; (ii) the execution, delivery and
performance of this Agreement by Employee will- not conflict with any other
agreement to which Employee is bound or to which Employee is a xxxxx; (iii)
Employee is not currently bound by any form of restrictive covenant which would
restrict or limit the performance of his duties pursuant to this Agreement Upon
the execution and delivery of this Agreement by each of the parties hereto,
that certain Offer of Employment Letter dated September 12, 1994 between
Employee and NAFCO shall be superseded and of no further force or effect.
14. Employee Benefits. This Agreement shall not be construed
to be in lieu of or to the exclusion of any other rights, benefits and
privileges to which Employee may be entitled as an employee of the Limited
Partnership under any retirement, pension, profit-sharing, insurance, hospital
or other plans or benefits which may now be in effect or which may hereafter be
adopted.
15. Notice. Any notice or communication required or permitted
under this Agreement shall be made in writing and sent by certified or
registered mail, return receipt requested, or hand delivery, addressed as
follows or to such other address as any party may from time to time duly
specify by notice given to the other party in the manner specified above:
If to Employee:
Xxxx Xxxxx
000 Xxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
If to the Limited Partnership:
Auto Credit Clearinghouse L.P.
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
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16. Entire Agreement: Amendments. This Agreement contains the
entire Agreement and understanding of the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior discussions,
agreements and understandings of every nature between the partieS hereto
relating to the employment of Employee with the Limited Partnership. This
Agreement may not be changed or modified, except by an agreement in writing
signed by both of the parties hereto. In the event of any conflict between the
terms of this Agreement and the 1994 Award Units Plan offered by National Auto
Finance Company L.P., the terms of this Agreement shall control.
17. Waiver. The waiver of the breach of any term or
provision of this Agreement shall not operate as or be construed to
be a waiver of any other or subsequent breach of this Agreement.
18. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, excluding its
choice of law provisions.
19. Invalidity. In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the validity of any other provision of this
Agreement, and such provision(s) shall be deemed modified to the extent
necessary to make it enforceable.
20. Section Heading. The section headings in this
Agreement are for convenience only. They form no part of this
Agreement and shall not affect, its interpretation.
21. Number of Days. In computing the number of days for
purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and legal holidays; provided, however, that if the final day of any
time period falls on a Saturday, Sunday or day which is a holiday in the State
of Florida, then such final day shall be deemed to be the next day which is not
a Saturday, Sunday or legal holiday.
22. Specific Enforcement. Employee acknowledges that the
restrictions contained in Sections 7, 8, and 9 hereof are reasonable and
necessary to protect the legitimate interests of the Limited Partnership and
its affiliates and that the Limited Partnership would not have entered into
this Agreement m the absence of such restrictions. Employee also acknowledges
that the nature of both his services to the Limited Partnership and the
obligations undertaken by Employee in Sections 7, 8, and 9 hereof
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are unique and that any breach by him of Sections 1, 8, and 9 hereof will cause
continuing and irreparable injury to the Limited Partnership for which monetary
damages would not be adequate remedy. In the event of such breach by Employee,
the Limited Partnership shall have the right to specific enforcement of the
provisions of Sections 7, 8, and 9 of this Agreement, or injunctive or other
relief in any court, and this Agreement shall not in any way limit remedies of
law or in equity otherwise available to the Limited Partnership. In the event
that the provisions of Sections 7, 8, and 9 hereof should ever be adjudicated
to exceed the time, geographic, or other limitations permitted by applicable
law in any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic, or other limitations permitted by
applicable law.
23. Arbitration. Any controversy or claim arising out of or
relating to Section 10 hereof, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
Arbitration may be entered into any court having jurisdiction thereof. The
arbitration shall be heard by a single Arbitrator, and shall be conducted in
Boca Raton, Florida.
23. Notice of Renewal. The Limited Partnership shall send
written notice within 120 days of the end of the Term to the Employee of its
intent to enter into negotiations with the Employee for the possible renewal
("Renewal") of this Agreement. If within 90 days prior to the end of the Term,
the terms of Renewal have not been committed to writing then this Agreement
shall expire at the end of the 'Term.
IN WITNESS WHEREOF, the parties hereto have executed or
caused this Agreement to be duly executed on the date first above written.
WITNESS: EMPLOYEE:
/s/ Xxxxxxx X. Xxxxx
-------------------------- -----------------------------
Xxxxxxx X. Xxxxx
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ATTEST: LIMITED PARTNERSHIP:
AUTO CREDIT CLEARINGHOUSE L.P.
By: /s/ Xxxx X. Xxxxxxx
-------------------------- ---------------------------------------
Xxxx X. Xxxxxxx
Chairman
National Auto Finance Corporation
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