EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of February, 1997, by and
between Mercury Finance Company, a Delaware corporation ("Employer") and Xxxxxxx
X. Xxxxxx, Xx. ("Employee").
WITNESSETH:
WHEREAS, the parties hereto desire to provide for the employment of
Employee with Employer on the terms and conditions stated below; and
WHEREAS, Employee is presently an employee and shareholder of
Development Specialists, Inc. ("DSI") and the Employee acknowledges that he
intends to remain an employee and shareholder of DSI;
NOW, THEREFORE, in consideration of the mutual undertakings of the
parties hereto, it is agreed as follows:
1. Employment
(a) Employer hereby employs Employee in the capacity of
President and Chief Executive Officer with such obligations as are
assigned to him from time to time by the Board of Directors and with
all rights which accompany such offices. All personnel of Employer
shall report to Employee.
(b) The term of employment shall continue until the earlier of
(i) Employer providing notice to Employee that Employee's employment is
terminated, or (ii) thirty days following notice of Employee of his intent
to terminate employment.
(c) Employee hereby accepts employment with Employer in the
capacity and subject to the provisions of paragraphs 1(a) and 1(b)
above and, while so employed, agrees to devote such portion of his
working time and attention to the affairs and business of Employer as
are necessary to fulfill his obligations hereunder, provided, however,
that Employee shall not be prevented from continuing his employment
with DSI and Employee shall be entitled to retain DSI to assist him in
his duties.
2. Direct Compensation
(a) Salary. In consideration of the services to be
rendered by Employee under this Agreement, Employer shall pay Employee
or his designee compensation at an annual rate of $750,000 ("Salary").
Salary shall be payable on a bi-weekly basis, or at such other
intervals as are customary for the Employer's salaried employees.
(b) Expenses. Employer shall reimburse Employee for
reasonable business expenses incurred by Employee in the performance
of his duties under this Agreement, including expenses for
entertainment, travel and similar items, upon submission to the
Employer of reasonable documentation thereof, all in accordance with
standards established from time to time by the Employer.
3. Employee Benefits
Employee shall not be entitled to any employee benefits and
waives all rights thereto.
4. Termination of Employment
In the event of the termination of Employee's employment
pursuant to Paragraph 1(b)(i) hereof, at the election of Employer,
Employee shall receive (i) 90 days notice of termination or (ii)
continuation of compensation for 90 days.
5. Restrictions
Employee agrees that he shall be bound by the terms of the
Confidentiality Agreement of DSI entered into with Employer on or
prior to the date hereof.
6. Indemnification
Employer shall indemnify Employee from and against any and all
claims, liability, loss, cost, damage or expense (including reasonable
attorney's fees) asserted against him or incurred by him, by reason of or
arising out of this Agreement or performance under this Agreement, except
where primarily caused by the willful misconduct, dishonesty, fraudulent
act or omission, or gross negligence of Employee.
7. Miscellaneous
(a) Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by certified mail
(i) to Employee at the address of DSI; and (ii) to Employer at its
principal place of business.
(b) The captions set forth in this Agreement are for
convenience only and shall not be considered as part of this Agreement
or as binding or amplifying the terms and provisions hereof.
(c) This Agreement and all rights and benefits hereunder
are personal to Employee, and neither this Agreement nor any right or
interest of Employee herein, or arising hereunder, shall be subject to
voluntary or involuntary sale, transfer or assignment.
(d) This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Illinois.
8. Entire Agreement
This Agreement expresses the entire Agreement of the
parties, and all promises, representations, understandings,
arrangements and prior agreements are merged herein and superseded
hereby. No person, other than pursuant to a resolution of the Board
of Directors of Employer, shall have any authority on behalf of
Employer to agree to modify or change this Agreement or anything in
reference thereto.
IN WITNESS WHEREOF, Employer and Employee have executed or caused this
Agreement to be duly executed, as of the day and year first above written.
MERCURY FINANCE COMPANY
By /s/ Xxxxxxx X. X'Xxxxxx Xxxxxxx X. Xxxxxx, Xx.
Employee
Title Assistant Secretary
