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EXHIBIT 10-u
[ADVANTA CORP. LETTERHEAD]
January 15, 1996
Xxxxxxx X. Xxxxxx
000 Xxxx Xxxx Xxx.
Penn Valley, PA 19072
Dear Xxxx:
This letter, when signed by you and us, shall confirm and constitute
the agreement between you and Advanta Corp. ("we", "us" or the "Company") as
follows:
1. We hereby engage you and you hereby accept such engagement to
render services to us in accordance with the terms of this letter.
2. You shall have such responsibilities and authority as you and
we mutually determine. Currently, we would expect that in addition to
contributing to our current lines of business, you will (i) help us set and
implement strategic policy; and (ii) oversee Legal Department and legal
activities. Obviously, we may mutually agree to different and/or additional
responsibilities in the future.
3. You will be accorded the title of Vice Chairman of the
Company, and will serve as a member of the Office of the Chairman.
4. You shall be elected by the Board to be a member of the Board
until the 1997 Annual Meeting and the Board shall nominate you to be elected by
the shareholders for a three year term as director at the Company's 1997 Annual
Meeting. We shall at all times maintain officers' and directors' liability
insurance in an amount not less than $5 million.
5. You shall receive a base salary ("Base Salary") of Four
Hundred Seventy-Five Thousand Dollars ($475,000) per twelve (12) month period,
which shall be payable in accordance with our customary payroll policies. The
Board shall review and consider increasing your Base Salary at least once
annually. It is specifically agreed that at no time will your Base Salary be
less than Four Hundred Seventy Five Thousand Dollars ($475,000).
6. During 1996, you shall receive a supplemental guaranteed cash
bonus, payable bi-weekly at the same time as your base salary is payable, at
the rate of Two Hundred Seventy-Five Thousand Dollars ($275,000) per twelve
(12) month period. Each year after 1996, the Board of Directors will consider
paying you a supplemental annual cash bonus, and will determine in its own
discretion whether to do so for that year; provided, however, that the
combination of your annual Base Salary and the supplemental annual cash bonus
applicable to each year will, in no event, be less than Seven Hundred Fifty
Thousand Dollars ($750,000) and the supplemental cash bonus shall be payable at
the same time and in the
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same proportions as your Base Salary is payable.
7. By signing this letter, you acknowledge that on December 29,
1995, you were paid a one-time bonus of Nine Hundred Fifty Thousand ($950,000)
Dollars.
8. We hereby grant and convey to you one hundred thousand
(100,000) shares of Class B restricted stock (the "Grant Shares"). The Grant
Shares shall vest (i.e., become free of restrictions) at the rate of
twenty-five thousand (25,000) shares on each of the first four anniversaries of
the date of this letter. You will receive non-preferential cash dividends (so
long as the Company is paying dividends on Class B Shares) on all of the Grant
Shares both before and after they vest. While any Grant Shares remain
restricted, the restricted Grant Shares (as well as any securities received as
a dividend or distribution with respect to such restricted Grant Shares) may
not be sold, transferred, pledged or hypothecated by you (other than to a
family member or family trust to facilitate your estate planning goals, in
which case such restrictions will apply to the Grant Shares held by such family
member or family trust). While Grant Shares remain restricted, the stock
certificates for such shares shall be held by the Company, and copies thereof
shall be delivered to you (as is our practice with respect to all restricted
shares under the AMIP bonus plan). Such restricted shares shall bear a
restrictive legend indicating that they are subject to the restrictions
described above and, in certain circumstances (as more fully set forth below)
to forfeiture and return to the Company without the payment to you of any
consideration therefor. As Grant Shares vest, certificates for the vested
shares (and for any securities received as a dividend or distribution with
respect thereto), free of the restrictive legend described in the preceding
sentences shall be delivered to you. All of the Grant Shares shall vest
immediately and entirely upon the occurrence of any of the following events:
(i) change of control of the Company (as such is defined in the Stock Option
Agreement attached hereto as Exhibit A); (ii) upon your death, disability,
retirement or departure from the Company except for a voluntary departure by
you (not solicited by us) to seek or engage in other employment; or (iii) upon
our termination of your employment for any reason other than "proper cause" as
defined below. In the event you voluntarily depart from the Company (without
our solicitation to do so) to seek or engage in other employment, or we
terminate your employment for "proper cause", any Grant Shares which have not
at that time already vested shall be forfeited by you and returned to the
Company without payment of any consideration. Except as indicated by the
preceding sentence, it is specifically understood that the Grant Shares shall
vest without regard to your personal performance or the performance of the
Company during the term of your services.
9. You will execute an 83(b) election to pay ordinary income tax
on the Grant Shares, only if requested to do so by the Company and if the
Company so requests, the Company will file such election on your behalf with
the Internal Revenue Service within 30 days of the date of the award. The
Company will make a loan or loans to you equal to the federal, state and local
taxes based on income or wages due (with respect to years prior to 2000) on the
Grant Shares and any other payments made to you under this paragraph at such
time or times as the income subject to tax is recognized by you for such tax
purposes, with the principal amount of the loan(s) being remitted by the
Company to the Internal Revenue
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Service and other taxing authorities to cover the taxes due. All such loans
will be non-interest bearing and you will not bear any tax liability resulting
from any tax costs attributable to the imputation of interest for tax
purposes. The loan(s) will only be repayable as set forth below. If
additional taxes are determined to be due for a particular period after an
initial decision as to the amount of the taxes owed is made, an additional
loan or loans shall be made to you, on the foregoing terms to fund such taxes,
any interest or penalty on such taxes, and on any taxes due on payments made
pursuant to this sentence. On January 15, 2000, the fair market value of the
Grant Shares will be determined. We will assume that the 100,000 Grant Shares
are sold at the fair market value on that date and that you recognize the
income for tax purposes that would be recognized as a result of such a sale.
To the extent that the after tax proceeds from the assumed sale of the Grant
Shares exceeds Four Million Dollars ($4,000,000), you will repay the
outstanding loan balances, up to the full amount of principal within ninety
(90) days. To the extent that the after tax proceeds from the assumed sale of
the Grant Shares are insufficient to repay the loan balances pursuant to the
preceding sentence, the Company will forgive the outstanding loan balances and
the Company will remit an additional payment to you to cover any federal, state
and local taxes based on income or wages due on the amount of loan forgiveness,
any tax due on income recognized by you from the Grant Shares in the year 2000,
and any payments made pursuant to this paragraph at the time the income subject
to tax is recognized by you for such tax purposes. In addition the Company
will make a supplemental payment to you equal to the difference between Four
Million Dollars ($4,000,000) and the proceeds from the assumed sale of the
Grant Shares, which supplemental payment shall be grossed up for federal, state
and local taxes due. Any supplemental payment due pursuant to the preceding
sentence shall be paid in cash or in unrestricted freely tradeable Advanta
Class B stock and will be paid on or before April 15, 2000. The tax rates
used in these calculations will be the maximum marginal tax rates that would
be applicable to the assumed sale described above and those applicable to the
other amounts described in this paragraph subject to tax. If you should cease
to be employed by the company prior to January 15, 2000, all of the foregoing
provisions shall continue to apply except that the shares sold in the assumed
sale on January 15, 2000 shall be prorated based on the number of shares that
become vested and the $4,000,000 figure wherever used shall be adjusted to the
proportion of vested shares, e.g., if only 50,000 shares become vested
hereunder, 50,000 shares shall be assumed sold, and $2,000,000 shall be
substituted for $4,000,000 each place in this paragraph it appears. In
determining the after tax proceeds of the sale on January 15, 2000 for purposes
of this paragraph, the Federal, state and local taxes on any income required to
be recognized by you in the year 2000 from the receipt of Grant Shares, shall
be included as well as such taxes on the sale itself.
10. You will join Xxxxxx Xxxxx, Xxxx Xxxx and Xxxx Xxxxxxxxxx in
the "A" compensation category and you shall be eligible to receive an annual
bonus (the "AMIP Bonus") under the terms of the Advanta Management Incentive
Plan ("AMIP"). It is understood that your target bonus will be at least
seventy-five (75%) percent of your Base Salary (set initially at $475,000) and
that actual bonus awards will be based upon both your personal performance and
the performance of the Company. Currently, AMIP calls for annual
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payment of any amount up to your initial target bonus to be paid in shares of
Class B common stock and any amounts in excess of such initial target bonus
(whether such are the result of a bonus in excess of target due to your or the
Company's performance, or the result of a higher target bonus due to an
increase in your Base Salary) to be paid in cash. Generally, your AMIP Bonus
will be determined in February with respect to the previous calendar year and
shall be paid in February or March. However, in no event will total annual
compensation, comprised of Base Salary, supplemental cash bonus payable
pursuant to paragraph 6 and AMIP award, be less than $1,000,000. Without
limiting any other provision of this agreement, it is understood that the AMIP
bonus is in addition to the supplemental cash bonus set xxxx in paragraph 6.
11. In connection with the delivery of this letter, the Stock
Option Committee under the Company's 1992 Stock Option Plan has granted to you,
effective upon the signing of this letter, an option to purchase fifty thousand
(50,000) shares of Class B common stock (the "Original Options") in accordance
with the Advanta Corp. 1992 Stock Option Plan ("ACSOP"). The price of these
shares shall be equal to the closing sale price on January 16, 1996. This
option grant is subject, however, to stockholder ratification of an increase in
the number of options available for grant under ACSOP at the Company's 1996
Annual Meeting. Your right to exercise the Original Options shall, in the
ordinary course, vest twenty-five (25%) percent per year on each of the first
four (4) anniversaries of the date of this letter. However, your right to
exercise the Original Options shall vest immediately and entirely upon the
occurrence of any of the events listed in (i) through (iii) in paragraph 8
above. In the event that unvested Grant Shares are forfeited pursuant to the
penultimate sentence of paragraph 8 then to the extent that the Original
Options have not at that time already vested and been exercised, they shall be
forfeited and terminated without payment of any consideration. Upon
termination of your employment for other than the circumstances described in
the penultimate sentence of paragraph 8 you or your Estate's time to exercise
the Original Options shall be two (2) years, commencing as of the date of your
departure from the Company, after which two year period the Original Options
shall expire, unless in any case a longer period of time to exercise is
customarily accorded to senior management executives, in which case you shall
also be accorded such longer time to exercise. Shortly after the mutual
signing of this letter, we will furnish to you a Stock Option Agreement in the
form attached hereto as Exhibit A.
12. The Company shall also award you additional options in
accordance with ACSOP on an annual basis, subject to Board discretion.
Generally, these grants are made in February of each year, so we contemplate
that additional options may be granted in or around February 1997 recognizing
that option grants for all senior executives are ultimately determined by the
Stock Option Committee of the Board of Directors. The terms and conditions of
such annual option grants shall be the same as the terms and conditions of the
annual options granted to other senior executives of the Company.
13. You shall receive such medical and other benefits (except life
insurance
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benefits paid for by the Company which are governed by Paragraph 15) at the
levels Xxxxxx Xxxxx, Xxxx Xxxx and Xxxx Xxxxxxxxxx enjoy such benefits,
including disability insurance coverage and participation in any pension
program we may establish. Currently, our disability plan provides for coverage
at the rate of sixty (60%) percent of an employee's base salary and target AMIP
bonus (subject to a maximum benefit of $25,000 per month, or a base salary and
target AMIP bonus maximum of $500,000) until the age of sixty-five (65). We
shall furnish to you an automobile and related expenditures consistent with
those accorded to other senior management and we shall pay your initiation fee
and annual dues to belong to the country club of your choice. We shall also
furnish to you certain financial planning services consistent with other senior
management, at no cost to you (other than applicable taxes on this benefit).
You shall be entitled to annual vacations, which may be taken at any time
mutually agreed to by you and us.
14. Your services shall be performed primarily in the
Philadelphia, Pennsylvania metropolitan region, subject to reasonable domestic
and overseas travel on our behalf. We will pay or reimburse you for all
transportation, hotel and other expenses incurred by you on business trips
outside the metropolitan Philadelphia area and for all other ordinary
out-of-pocket expenses incurred by you in the context of business on our
behalf, on submission of appropriate expenses documentation in accordance with
normal Company practice.
15. During the period of your employment, we shall maintain in
effect, at our sole expense (except for taxes on the bonus payments equal to
your share of split dollar premiums) one or more insurance policies on your
life aggregating One Million Dollars($1,000,000) of life insurance, as to which
your designee shall be the beneficiary.
16. The start date of your actual services in Horsham,
Pennsylvania shall be January 16, 1996. Your Base Salary and guaranteed bonus
shall be payable and your AMIP Bonus shall accrue as of the date you actually
commence services with us in Horsham.
17. In the event of your death, permanent disability or
retirement, we shall pay to you or to the legal representative of your estate
(within thirty (30) days after we are notified of the appointment thereof) all
Base Salary and any supplemental cash bonus due up to the date of such event,
and when such becomes payable, if at all, your AMIP Bonus, pro-rated through
the last day of the month of such event, and any amount payable to provide for
your total minimum annual cash and incentive compensation shall be prorated
through the last day of the month of such event..
18. While either you or we may terminate your services at any time
upon thirty (30) days prior written notice to the other, you and we are
entering into this agreement with the hope and expectation that this will be a
multi-year partnership. We may, by notice to you, terminate your employment
for "proper cause" or without cause. As used herein, "proper cause" shall
mean: (a) your willful refusal or failure to perform a material and substantial
part of your duties hereunder, it being understood that "proper cause" shall
not exist unless and until you have received written notice from us detailing
the alleged willful
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refusal or failure, and you have been accorded at least thirty (30) days to
cure; or (b) your commission of a felony, or of any act of fraud,
misappropriation or criminal conduct involving or relating in any material way
to the Company, or of personal dishonesty materially injurious to the Company.
If we terminate your employment for "proper cause," you shall be entitled to
receive your Base Salary and any supplemental cash bonus payable pursuant to
paragraph 6 until the date of termination and your AMIP Bonus, pro-rated
through the date of termination, which AMIP Bonus shall be subject to the
discretion of the Board, and any amount payable to provide for your total
minimum annual cash and incentive compensation shall be prorated through the
date of termination..
If your employment is terminated by us without cause, we agree that,
as set forth above, any unvested Grant Shares and Original Options shall
immediately and entirely vest. A termination by us for no reason, or for any
reason other than "proper cause" shall be deemed a termination without cause.
In the event you elect to terminate your employment because of a change of
control of the Company, such shall be treated as a termination without cause by
us.
19. Notices to be furnished hereunder shall be in writing, and
shall be deemed given when delivered personally, sent by electronic means or
mailed by registered or certified mail, return receipt requested, addressed to
the addresses set forth above or such other addresses as may be provided
hereafter.
20. This letter agreement sets forth the entire agreement between
you and us, and cannot be modified except in a writing signed by both parties.
This agreement is made in accordance with the laws of the State of
Pennsylvania, applicable to agreements made and to be wholly performed therein.
We are pleased you are joining Advanta and look forward to a long and
mutually beneficial relationship.
Sincerely,
Advanta Corp.
By: /s/ XXXXXX XXXXX
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XXXXXX XXXXX
Chairman
By: /s/ XXXX XXXX
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XXXX XXXX
Chief Executive Officer
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ACCEPTED AND AGREED:
/s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
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EXHIBIT A
ADVANTA CORP.
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION (the "Option") is granted as of
January 16, 1996 by ADVANTA Corp., a Delaware corporation (the "Company"), to
Xxxxxxx X. Xxxxxx (the "Optionee"), pursuant to the Company's 1992 Stock Option
Plan (the "Plan").
W I T N E S S E T H:
1. Grant. The Company hereby grants to the Optionee an
Option to purchase, subject to the terms and conditions hereinafter set forth,
all or any part of an aggregate of Fifty Thousand (50,000) Shares of the
Company's Class B Common Stock, par value $0.01 per share (the "Option
Shares"), at the purchase price of $34.00 per share (the "Option Price"). This
Option is not intended to be an "incentive stock option" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
2. Term. The Option granted hereunder shall expire at 5:00
p.m. (local Philadelphia, Pennsylvania time) on the earliest to occur of the
following:
(a) January 15, 2006 (the "Expiration Date");
(b) The last day of the Optionee's employment or
service with the Company or its Affiliates, where such employment or service is
terminated (i) by the Optionee's voluntary resignation to seek or engage in
other employment and such resignation has not been solicited by the Company, or
(ii) by the Company for "proper cause" as defined in paragraph 18 of that
certain letter agreement (the "Letter Agreement") between the Company and the
Optionee dated January 16, 1996; or
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(c) Expiration of two (2) years from the date the
Optionee's employment or service with the Company or its Affiliates terminates
for other than the circumstances described in subparagraph 2(b) above, unless
at the time of such termination of service a longer post-termination exercise
period is customarily accorded in such circumstances to senior management
executives of the Company, in which case such longer post-termination exercise
period shall apply.
3. Vesting. This Option shall vest over a period of four
years, beginning from the date first written above (the "Date of Grant"). This
Option may be exercised only to the extent that it has vested. Beginning on
the first anniversary of the Date of Grant, 25% of the Option shall vest (i.e.,
25% of the Option Shares covered by the Option shall become eligible for
purchase). Beginning on each of the second through fourth anniversaries of the
Date of Grant, an additional 25% of the Option shall vest, so that on the
fourth anniversary of the Date of Grant, this Option shall be 100% vested.
Notwithstanding the foregoing, in the event of: (i) a Change in Control of the
Company (as defined in Section 8); or (ii) upon Optionee's death, disability,
retirement or departure from the Company except for voluntary departure by
Optionee as described in subparagraph 2(b)(i) above; or (iii) upon the
Company's termination of Optionee's employment for any reason other than
"proper cause" as defined in paragraph 18 of the Letter Agreement, then in any
such event the Option shall be 100% vested.
4. General Rules. To the extent otherwise exercisable, this
Option may be exercised in whole or in part except that this Option may in no
event be exercised (a) with respect to fractional shares or (b) after the
expiration of the Option term set forth under paragraph 2 hereof.
5. Transfers. The Option is not transferable by the Optionee
otherwise than by will or pursuant to the laws of descent and distribution in
the event of the Optionee's death, in which event the Option may be exercised
by the heirs or legal
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representatives of the Optionee. The Option may be exercised during the
lifetime of the Optionee only by the Optionee. Any attempt at assignment,
transfer, pledge or disposition of the Option contrary to the provisions hereof
or the levy of any execution, attachment or similar process upon the Option
shall be null and void and without effect. Notwithstanding the foregoing, the
Option may be transferred pursuant to the terms of a "qualified domestic
relations order," within the meaning of Sections 401(a)(13) and 414(p) of the
Code or within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Any exercise of the Option by a person other
than the Optionee shall be accompanied by appropriate proofs of the right of
such person to exercise the Option.
6. Method of Exercise and Payment.
(a) When exercisable under Paragraphs 2, 3 and 4, the
Option may be exercised by written notice, pursuant to Paragraph 9, to the
Company's Secretary specifying the number of Option Shares to be purchased and,
unless the Option Shares are covered by a then current registration statement
or a Notification under Regulation A under the Securities Act of 1933 (the
"Act"), containing the Optionee's acknowledgment, in form and substance
satisfactory to the Company, that (i) such Option Shares are being purchased
for investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be
made without violating the registration provisions of the Act), (ii) the
Optionee has been advised and understands that (A) the Option Shares have not
been registered under the Act and are "restricted securities" within the
meaning of Rule 144 under the Act and are subject to restrictions on transfer
and (B) the Company is under no obligation to register the Option Shares under
the Act or to take any action which would make available to the Optionee any
exemption from such registration, (iii) such Option Shares may not be
transferred without compliance with all applicable federal and state securities
laws, and
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(iv) an appropriate legend referring to the foregoing restrictions on transfer
and any other restrictions imposed under the Option may be endorsed on the
certificates. Notwithstanding the foregoing, if the Company determines that
issuance of the Option Shares should be delayed pending (A) registration under
federal or state securities laws, (B) the receipt of an opinion that an
appropriate exemption from such registration is available, (C) the listing or
inclusion of the Option Shares on any securities exchange or an automated
quotation system or (D) the consent or approval of any governmental regulatory
body whose consent or approval is necessary in connection with the issuance of
such Shares, the Company may defer exercise of any Option granted hereunder
until any of the events described in this Subsection 6(a) has occurred.
(b) The notice shall be accompanied by payment of the
aggregate Option Price of the Option Shares being purchased (i) in cash, (ii)
by certified or cashier's check payable to the order of the Company, or (iii)
by such other mode of payment as the Committee may approve. Such exercise
shall be effective upon the actual receipt by the Company's Secretary of such
written notice and payment.
(c) The Company shall have the right to require the
Optionee to remit or otherwise make available to the Company an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for Option Shares. The Company's obligation to make any delivery
or transfer of Option Shares shall be conditioned on the Optionee's compliance
with any withholding requirement to the Company's satisfaction.
7. Adjustments Upon Changes in Common Stock. In the event
that, prior to the delivery by the Company of all of the Option Shares in
respect of which the Option is granted, there shall be a stock dividend, stock
split, recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Common Stock and/or, if appropriate, other
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outstanding equity securities or a recapitalization or other capital adjustment
affecting the Common Stock which is effected without receipt of consideration
by the Company, the Committee designated under the Plan shall make appropriate
adjustments with respect to the aggregate number of shares and class or classes
of shares issuable upon exercise of the Option in lieu of the remaining number
of Option Shares and with respect to the Option Price hereunder. The Committee
shall have the authority to determine the adjustments to be made pursuant to
this Section, and any such determination by the Committee shall be final,
binding and conclusive.
8. Definition of "Change of Control". A "Change of Control"
shall be deemed to have occurred upon the earliest to occur of the following
events: (i) the date the stockholders of the Company (or the Board of
Directors, if stockholder action is not required) approve a plan or other
arrangement pursuant to which the Company will be dissolved or liquidated, or
(ii) the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a definitive agreement to sell or
otherwise dispose of substantially all of the assets of the Company, or (iii)
the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) and the stockholders of the other
constituent corporation (or its Board of Directors, if stockholder action is
not required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holders of shares of the
Company's Class A Common Stock immediately prior to the merger or consolidation
will have at least a majority of the voting power of the surviving
corporation's voting securities immediately after the merger or consolidation,
which voting securities are to be held in the same proportion as such holders'
ownership of Class A Common Stock of the Company immediately before the merger
or consolidation, or (iv) the date any entity, person or group, within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the
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Securities Exchange Act of 1934, as amended, (other than (A) the Company or any
of its subsidiaries or any employee benefit plan (or related trust) sponsored
or maintained by the Company or any of its subsidiaries or (B) any person who,
on the date the Plan is effective, shall have been the beneficial owner of or
have voting control over shares of Common Stock of the Company possessing more
than twenty-five percent (25%) of the aggregate voting power of the Company's
Common Stock) shall have become the beneficial owner of, or shall have obtained
voting control over, more than twenty five percent (25%) of the outstanding
shares of the Company's Class A Common Stock, or (v) the first day after the
date this Plan is effective when directors are elected such that a majority of
the Board of Directors shall have been members of the Board of Directors for
less than two (2) years, unless the nomination for election of each new
director who was not a director at the beginning of such two (2) year period
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period.
9. Administration. This Option has been granted pursuant to
the Company's 1992 Stock Option Plan, and is subject to the terms and
provisions thereof, as well as to the ratification by the Company's
stockholders of an increase in the number of options available for grant
thereunder at the Company's 1996 Annual Meeting. Capitalized terms herein
which are not otherwise defined have the meaning specified in the Plan. All
questions of interpretation and application of the Plan and this Option shall
be determined by the Committee designated under the Plan, and such
determination shall be final, binding and conclusive.
10. Notices. Any notice to be given to the Company shall be
addressed to the Secretary of the Company at its principal operating office,
and any notice to be given to the Optionee shall be addressed to the Optionee
at the address then appearing on the records of the Company, or at such other
address as either party hereafter may designate
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in writing to the other. Any such notice shall be deemed to have been duly
given only when actually received by the Company.
11. Continued Service. Nothing herein contained shall affect
the right of the Company to terminate the Optionee's employment or the
Optionee's services, responsibilities, duties, or authority to represent the
Company as a member of its Board of Directors, or to discontinue the Optionee's
services to the Company in any capacity at any time for any reason whatsoever.
IN WITNESS WHEREOF, the Company has granted this Option as of
the day and year first above written.
ADVANTA CORP.
By /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, Chairman
Attest /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Secretary
