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EXHIBIT 10.19
DEFERRED COMPENSATION AGREEMENT
This DEFERRED COMPENSATION AGREEMENT ("Agreement") is made and entered
into as of the 25th day of February, 1997, by and between Jaycor, a California
corporation ("Jaycor"), and Xxxx X. Xxxxxx ("Xxxxxx"), President and Chief
Executive Officer of Jaycor, and shall be effective upon the closing of the
initial public offering of securities of Jaycor, or of any successor
corporation, pursuant to a registration statement on Form S-1 under the
Securities Act of 1933, as amended.
Recitals
WHEREAS, Xxxxxx has previously relinquished his rights in certain stock
options;
WHEREAS, Xxxxxx is serving as President and Chief Executive Officer of
Jaycor and performs key duties for Jaycor;
WHEREAS, Jaycor acknowledges the hardship that would result from
Xxxxxx' resignation from his duties at Jaycor; and
WHEREAS, Jaycor desires to provide an incentive to Xxxxxx to continue
the performance of such key duties.
Agreement
NOW, THEREFORE, in consideration of the covenants and conditions
contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement agree as follows:
1. Deferred Compensation. Jaycor shall credit Forty Thousand Dollars
($40,000) into an account on behalf of Xxxxxx designated as non-funded deferred
compensation ("Account") on each of January 15, 1998, January 15, 1999,
January 15, 2000 and January 15, 2001; provided that, on such date, Xxxxxx is
employed by Jaycor or any of its subsidiaries. The balance of the Account shall
accrue interest on January 31, April 30, July 31 and October 31 of each year at
the prime rate published by Xxxxx Fargo Bank on such date. In the event that
Jaycor chooses not to maintain such Account, Jaycor shall be obligated to
provide compensation in an amount equal to that which the Account balance would
have been as described in this Section 1.
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1.1 Termination Other than for Cause. In the event that Xxxxxx is
terminated from employment by Jaycor other than for Cause, or in the event of
Xxxxxx' death or disability, the amounts to be credited to the Account will be
accelerated and the full One Hundred Sixty Thousand Dollars ($160,000) will
become immediately due and payable to Xxxxxx or his heirs. For purposes of the
Agreement, the following shall constitute Cause: (a) the willful and repeated
failure of Xxxxxx to perform any material duties or the gross negligence of
Xxxxxx in the performance of such duties; (b) unexplained, willful and regular
absences of Xxxxxx from Jaycor unrelated to Jaycor's business; (c) excessive use
of alcohol or illegal drugs interfering with the performance of Xxxxxx' duties;
(d) theft, embezzlement, fraud, misappropriation of funds or other acts of
dishonesty; or (e) the conviction of a felony or other crime involving moral
turpitude by Xxxxxx.
1.2 Termination for Cause. In the event that the employment of
Xxxxxx is terminated with Cause, the balance of the Account as of the last day
of employment shall become due and payable to Xxxxxx within thirty (30) days of
the termination of such employment.
2. Jaycor's Duties. Jaycor has no obligations pursuant to this Agreement
to retain Xxxxxx as an employee or otherwise, other than as expressly set forth
herein.
3. Rights to Account. Xxxxxx shall have no rights against Jaycor, other
than the right of unsecured general creditor, with respect to the compensation
due Xxxxxx under this Agreement. Weenas has no other interest in the Account
nor in any asset of Jaycor. Nothing in this Agreement shall be construed as the
creation of an escrow account, trust fund, or any other form of segregation of
assets. Xxxxxx shall not have any right to assign, transfer, pledge, alienate
or encumber the amounts credited to the Account, and any such attempt shall be
null and void; nor shall such Account be subject to the debts, contracts,
liabilities or torts of Xxxxxx.
4. Entire Agreement. This Agreement is intended to be the final, complete
and exclusive agreement between the parties concerning the deferred
compensation for Xxxxxx' relinquishment of stock option rights and continued
employment with Jaycor. The parties agree that this Agreement supersedes any
and all other agreements pertaining in any manner to the deferred compensation,
and any and all such agreements, including the Bonus Agreement dated June 14,
1991, shall have no further force or effect.
5. Amendments. This Agreement may not be modified or amended, except by a
writing signed by each of the parties. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right.
6. Attorney's Fees. If any legal action or arbitration or other proceeding
is brought for the enforcement or interpretation of this Agreement, or because
of an alleged dispute, breach, default, or misrepresentation in connection with
any of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorney's fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which it or they may be entitled.
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7. Severability. If a court or arbitrator holds any provision of
this agreement to be invalid, unenforceable, or void, the remainder of this
Agreement shall remain in full force and effect.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
9. Further Acts. Each party to this Agreement agrees to perform
any further acts and execute and deliver any further documents that may be
reasonably necessary to carry out the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
JAYCOR
Jaycor, a California corporation
By: /s/ P. Xxxxx Xxxxxxx
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Name: P. Xxxxx Xxxxxxx
Title: Vice President, Finance
XXXXXX:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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