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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
January 1, 1996, by and between PACIFIC UNITED GROUP, INC., a Delaware
corporation (hereinafter referred to as "EMPLOYER") and XXXXXXX X. XXXXXXX
(hereinafter referred to as "XXXXXXX"), on the following terms and conditions:
1. TERM OF AGREEMENT; DUTIES.
(a) Term. EMPLOYER hereby agrees to employ XXXXXXX as
Executive Vice President of EMPLOYER, President and Chief Executive Officer of
each of Consolidated Reconveyance Corporation, a California corporation
("Consolidated"), Consolidated Reconveyance Corporation, a Washington
corporation ("CRC Washington") and Lenders Posting and Publishing Corporation,
a California corporation ("Lenders"), and Senior Executive Vice President of
Pacific Thrift and Loan Company, Inc., a California corporation ("Pacific
Thrift"), all of which are operating subsidiaries of the EMPLOYER, for a
two-year term, commencing on the date hereof, and XXXXXXX hereby agrees to
accept such employment for such term, subject to earlier termination under the
circumstances provided herein. The term of this Agreement shall be extended
automatically to cover successive terms of one year commencing on each
anniversary date of the date hereof after the initial two-year term, unless, at
least six months prior to the end of the initial term or any renewal term
hereof, XXXXXXX gives written notice to the Board of Directors of EMPLOYER (the
"Board"), or EMPLOYER gives written notice to XXXXXXX, of an intent to
terminate this Agreement at the end of such term.
(b) Duties. XXXXXXX, subject to the direction and
control of the Board, shall devote all of XXXXXXX'X productive time, attention
and energies to discharging, and shall perform, such executive duties and
managerial responsibilities as may from time to time be specified by EMPLOYER,
and will use XXXXXXX'X best efforts to promote the interests of EMPLOYER and
its subsidiaries and affiliates. The performance of such duties and
responsibilities shall be XXXXXXX'X exclusive employment for compensation;
provided, however, that nothing herein contained shall be deemed to limit
XXXXXXX'X right to engage in other activities that do not interfere with
XXXXXXX'X duties hereunder, with the consent of the Board.
2. COMPENSATION.
(a) As compensation for the services to be rendered by
XXXXXXX hereunder during the term of XXXXXXX'X employment, including all
services to be rendered as an officer and executive of EMPLOYER, its
subsidiaries and affiliates, EMPLOYER agrees to pay XXXXXXX a Base Salary as
defined and in accordance with the
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terms of Section 2 (a) (i) herein, plus a Bonus as defined and in accordance
with the terms of Section 2 (a) (ii) herein:
(i) During the term of this Agreement, EMPLOYER
shall pay XXXXXXX a salary at an annual base rate of one hundred fifty
thousand dollars ($150,000) per year, which shall be adjusted annually to
reflect any increase from the previous year in the Consumer Price Index for the
Los Angeles, California area (the "Base Salary"). The applicable Base Salary
shall be payable not less frequently than monthly in accordance with the
regular salary procedure from time to time adopted by EMPLOYER. There shall be
deducted from all compensation paid to XXXXXXX such sums, including but not
limited to Social Security, income tax withholding, employment insurance, and
any and all other such deductions, as EMPLOYER is by law obligated to withhold.
(ii) In addition to the Base Salary, EMPLOYER shall
pay XXXXXXX an annual bonus earned as of December 31 of the respective year
(the "Bonus") to be paid to XXXXXXX upon issuance in due course of the
EMPLOYER'S annual certified financial report. The Bonus shall equal 5% of the
annual net pre-tax profits of Consolidated, CRC Washington and Lenders on a
combined basis, if Consolidated, CRC Washington and Lenders earn annual net
after tax profits (after payment of the Bonus and such bonuses to any other
employee who is entitled to receive a bonus from the EMPLOYER based upon the
same formula as set forth in this Section 2 (a) (ii)) in excess of six hundred
thousand dollars ($600,000) for the year (the "Minimum Annual Profits"). As
used in this Section 2 (a) (ii), net pre-tax profits and net after tax profits
refer to the net pre-tax profits and net after tax profits as determined under
generally accepted accounting principles. To the extent that the collective
bonus amounts of XXXXXXX and any other employee who is entitled to receive a
bonus from the EMPLOYER based upon the same formula as set forth in this
Section 2 (a) (ii) result in the reduction of annual net after tax profits of
EMPLOYER to an amount less than the Minimum Annual Profits, then the amount of
Bonus paid to XXXXXXX and the amount of bonus paid to such other employee shall
be reduced to such amount as will result in EMPLOYER retaining the respective
Minimum Annual Profits, and such amount shall be divided equally between each
of them.
(iii) XXXXXXX shall be reimbursed for XXXXXXX'X
reasonable and actual out-of-pocket expenses incurred by XXXXXXX in performance
of XXXXXXX'X duties and responsibilities hereunder, provided that XXXXXXX shall
first furnish to EMPLOYER proper vouchers and/or receipts.
(iv) XXXXXXX shall be entitled to participate in,
and shall be included in, such insurance, pension, profit sharing, stock
option, stock purchase, employee cash bonus pools, and other employee benefit
plans of EMPLOYER as are in effect from time to time during the term of this
Agreement and provided to other senior executive employees of EMPLOYER,
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including, but not limited to, EMPLOYER'S Supplemental Executive Retirement
Plan (all of which are collectively referred to herein as the "Benefit Plans").
(v) XXXXXXX shall also be entitled to all
perquisites provided in accordance with EMPLOYER'S policy for senior management
executives from time to time in effect (all of which are collectively referred
to herein as the "Perquisites"). Notwithstanding the foregoing, in no event
shall each or any of the Perquisites provided pursuant to the terms of this
Section 2 (a) (v) be lesser in value than such perquisites as were provided to
XXXXXXX by Consolidated and in effect immediately prior to the transfer of
assets by Presidential to EMPLOYER. Perquisites provided pursuant to this
Section 2(a)(v) shall include, without limitation, use of an automobile or
automobile allowances, expense allowances, vacation days, sick days and
holidays, and medical, dental and life insurance benefits.
3. DISABILITY. If, on account of any physical or mental
disability, XXXXXXX shall fail or be unable to perform under this Agreement for
any period of one hundred twenty (120) consecutive days or for an aggregate
period of one hundred twenty (120) or more days during any consecutive
twelve-month period, EMPLOYER may, at its option, at any time thereafter, upon
written notice to XXXXXXX, terminate the employment relationship provided for
in this Agreement. In such event, XXXXXXX'X requirement to render services
hereunder and EMPLOYER'S requirement to compensate XXXXXXX hereunder shall
terminate and come to an end upon the date provided in such notice. In that
event, XXXXXXX shall be entitled to receive, as disability compensation: (i) a
lump sum payment to be paid on the effective date of termination pursuant to
this Section 3, which shall consist of the full annual Bonus earned, if any, at
the end of the prior year, (ii) XXXXXXX'X Base Salary for one year following
termination of this Agreement payable not less frequently than monthly, and
(iii) use of an automobile or automobile allowance, full automobile insurance
coverage, and health insurance coverage under any health insurance policies
maintained by EMPLOYER for its other senior executives, all of which shall be
provided pursuant to the terms of Section 2 (a) (v) herein and shall continue
to be provided without interruption for the greater of one year following the
effective date of termination pursuant to this Section 3 or the remainder of
the term of this Agreement. EMPLOYER may, at its option, apply for disability
income insurance and, if so, any obligation on the part of EMPLOYER to pay
XXXXXXX any payments on account of any physical or mental disability of XXXXXXX
as specified above, shall be reduced by the amount of any payments to XXXXXXX
under any such disability income policy. Any payments to XXXXXXX under any
state disability insurance shall not reduce the amount payable to XXXXXXX under
this Agreement.
4. DEATH. In the event of XXXXXXX'X death during the term
hereof, this Agreement shall terminate immediately. In such
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event, XXXXXXX'x personal representative shall be entitled to receive, as a
death benefit, in addition to any other payments which XXXXXXX'x personal
representative may be entitled to receive under any Benefit Plans: (i) a lump
sum payment to be paid within five (5) days of XXXXXXX'X death equal to the
full annual Bonus earned by the XXXXXXX, at the end of the prior year; and (ii)
XXXXXXX'X Base Salary for one year following XXXXXXX'X death, payable not less
frequently than monthly.
EMPLOYER may maintain life insurance on the life of XXXXXXX in favor
of the EMPLOYER. XXXXXXX shall have no interest whatsoever in any such policy
or policies, except as otherwise provided in any split dollar life insurance
agreements, but XXXXXXX shall, at the request of EMPLOYER, submit to such
medical examinations, supply such information, consent to such blood tests and
execute such documents as may be required by the insurance company or companies
to whom EMPLOYER has applied for such insurance.
5. TERMINATION FOR CAUSE. EMPLOYER may discharge XXXXXXX at any
time for cause. "Cause" for discharge shall mean (i) theft or embezzlement by
XXXXXXX from EMPLOYER or its affiliates, (ii) fraud or other acts of dishonesty
by XXXXXXX in the conduct of EMPLOYER'S business or the fulfillment of
XXXXXXX'X assigned responsibilities hereunder, (iii) XXXXXXX'X conviction of,
or plea of nolo contendere to, any felony or any crime involving moral
turpitude, (iv) XXXXXXX'X willfully and knowingly taking any action which is
materially injurious to EMPLOYER'S business or reputation. Within 10 business
days following receipt of written notice of termination for Cause, XXXXXXX
shall have the right to demand and, if demanded, to receive within 30 days, an
opportunity to respond and defend himself before the Board and to have the
Board by resolution confirm by a three-fourths affirmative vote that EMPLOYER
has grounds to terminate XXXXXXX for Cause. If the Board does not determine
that Cause exists, XXXXXXX shall have the option to treat his employment as not
having terminated or as having been terminated by EMPLOYER without cause as
defined in Section 6 herein. Without limiting the foregoing, nothing in this
Section 5 shall be construed to require that XXXXXXX demand a hearing before
the Board as a condition to pursuing any claim or action with respect to the
matters contained in this Agreement. The occurrence of any event constituting
cause for discharge shall permit, but not require, EMPLOYER to terminate
XXXXXXX for Cause; provided, however, that EMPLOYER'S decision not to terminate
the XXXXXXX upon the occurrence of an event constituting cause for discharge
shall not operate as a waiver of its rights provided in this Section 5 or
otherwise.
If EMPLOYER terminates XXXXXXX for Cause, EMPLOYER shall be
obligated to provide to XXXXXXX only the Base Salary provided for in Section 2
(a) (i) herein through the date of termination of XXXXXXX at the rate in effect
on the date of such termination.
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6. TERMINATION WITHOUT CAUSE. Should EMPLOYER terminate this
Agreement for reasons other than those specified in Sections 3, 4, 5, or 7
herein, XXXXXXX shall be entitled to use of an automobile or automobile
allowance, full automobile insurance coverage, and health insurance coverage
under any health insurance policies maintained by EMPLOYER for its other senior
executives, all of which shall be provided pursuant to the terms of Section 2
(a) (v) herein and shall continue to be provided without interruption for six
months following the effective date of termination pursuant to this Section 6.
Upon termination pursuant to this Section 6, EMPLOYER shall additionally pay to
XXXXXXX a lump sum payment, to be paid on the effective date of termination
pursuant to this Section 6, which shall consist of: (i) one-half of the full
annual Base Salary, and (ii) the cash value of all vacation, holiday and sick
days which have accrued up to the date of termination and which would have
accrued for six months following termination pursuant to this Section 6.
Finally, on the earlier of ten (10) days after the issuance of EMPLOYER'S
annual certified financial report or one hundred and twenty (120) days after
the end of the fiscal year in which termination pursuant to this Section 6
takes place, EMPLOYER shall also pay to XXXXXXX the lesser of one-half of the
annual Bonus compensation earned by XXXXXXX at the end of the prior year or
one-half of the annual Bonus compensation which would have been earned by
XXXXXXX if XXXXXXX had continued to be employed under this Agreement for the
year in which termination takes place. (The sum of all amounts and benefits to
be provided by EMPLOYER to XXXXXXX pursuant to this Section 6 is collectively
referred to herein as the "Termination Payment".)
7. SUCCESSORS; BINDING AGREEMENT.
(a) EMPLOYER will 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 EMPLOYER to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that EMPLOYER would be required to perform it if no such succession had taken
place. Any failure of EMPLOYER to obtain such assumption and agreement prior
to the effectiveness of any such succession shall be a material breach of this
Agreement and shall entitle XXXXXXX to compensation from EMPLOYER in the same
amount and on the same terms as he would be entitled to hereunder if EMPLOYER
were to terminate employment pursuant to Section 7 hereof, except that for
purposes of implementing the foregoing, the day before any such succession
becomes effective shall be deemed the date that payment is due. As used in
this Agreement, "EMPLOYER" shall mean EMPLOYER as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of, and be
enforceable by, XXXXXXX'X personal or legal representatives, executors,
administrators, successors, heirs,
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distributees, devisees and legatees. If XXXXXXX should die while any amount
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to his devisees, legatee or other designees, or if
there is no such designee, to his estate.
8. RIGHTS TO PROPRIETARY INFORMATION.
(a) For purposes of this Agreement, the term "Proprietary
Information" means and includes: 1. all written, oral and visual information
about EMPLOYER's customers, clients, employees, consultants and brokers that is
not readily known or available to the public, or that XXXXXXX learns of or
acquires through his employment by EMPLOYER; and 2. financial information,
marketing techniques and materials, marketing and development plans, broker
lists, customer lists, other information concerning brokers and customers,
pricing information and policies, price lists, employee files, corporate and
business contacts and relationships, corporate and business opportunities,
telephone logs and messages, video or audio tapes and/or disks, photographs,
film and slides, including all negatives and positive and prints, computer
disks and files, rolodex cards, addresses and telephone numbers, contracts,
releases, other writings of any kind, and any and all other materials of a
proprietary nature to which XXXXXXX is exposed or has access as a consequence
of his employment by EMPLOYER. All of the Proprietary Information is, and at
all times shall be and remain, private and confidential and is the sole and
exclusive property of, and owned and controlled by EMPLOYER, regardless of
whether such Proprietary Information is in tangible or intangible form. The
parties understand that information that is generally known to the public, or
which XXXXXXX acquired other than as a consequence of his employment by
EMPLOYER, such as in the course of similar employment or work elsewhere shall
not be deemed part of the Proprietary Information.
(b) All Proprietary Information shall be the sole
property of EMPLOYER, its successors and assigns, and EMPLOYER, its successors
and assigns shall be the sole owner of all patents, trademarks, service marks
and copyrights, and other rights (collectively referred to herein as "Rights")
pertaining to Proprietary Information. XXXXXXX hereby assigns to EMPLOYER any
rights XXXXXXX may have or acquire in Proprietary Information or Rights
pertaining to the Proprietary Information. XXXXXXX further agrees as to all
Proprietary Information to assist EMPLOYER or any person designated by it in
every necessary or appropriate manner (but at EMPLOYER's expense) to obtain and
from time to time enforce Rights relating to said Proprietary Information
throughout the universe. XXXXXXX will execute all documents for use in
applying for, obtaining and enforcing such Rights on such Proprietary
Information as EMPLOYER may desire, together with any assumptions thereof to
EMPLOYER or persons designated by it. XXXXXXX'x obligation to assist EMPLOYER
or any
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person designated by it in obtaining and enforcing Rights relating to
Proprietary Information shall continue beyond the cessation of his employment.
It is provided, however, that EMPLOYER shall compensate XXXXXXX at a reasonable
rate after the cessation of employment for time actually spent by XXXXXXX upon
EMPLOYER's request for such assistance. In the event that EMPLOYER is unable,
after reasonable effort, to secure XXXXXXX'x signature on any document or
documents needed to apply for or enforce any Right relating to Proprietary
Information, whether because of his physical or mental incapacity or for any
other reason whatsoever, XXXXXXX hereby irrevocably designates and appoints
EMPLOYER and its duly authorized officers and agents as his agents and
attorneys-in-fact to act for and in his behalf and stead in the execution and
filing of any such application and in furthering the application for an
enforcement of Rights with the same legal force and effect as if such acts were
performed by XXXXXXX.
(c) At all times, both during his employment and after
the cessation of employment, whether the cessation is voluntary or involuntary,
for any reason or no reason, or by disability, XXXXXXX will keep in strictest
confidence and trust all Proprietary Information, and XXXXXXX will not
disclose, use, or induce or assist in the use or disclosure of any Proprietary
Information or Rights pertaining to Proprietary Information, or anything
related thereto, without the prior, express written consent of EMPLOYER, except
as may be necessary in the ordinary course of performing his duties as an
employee of EMPLOYER. XXXXXXX recognizes that EMPLOYER has received and in the
future will receive from third parties their confidential, trade secret, or
Proprietary Information subject to a duty on EMPLOYER's part to maintain the
confidentiality of such information and to use it only in connection with the
performance of his duties as an employee of EMPLOYER. XXXXXXX agrees that
XXXXXXX owes EMPLOYER and such third parties, during his employment and
thereafter, a duty to hold all such confidential, trade secret, or Proprietary
Information in the strictest confidence, and XXXXXXX will not disclose, use, or
induce or assist in the use or disclosure of any such confidential, trade
secret, or Proprietary Information without the prior, express written consent
of EMPLOYER, except as may be necessary in the ordinary course of performing
his duties as an employee of EMPLOYER consistent with EMPLOYER's agreement with
such third party.
(d) XXXXXXX agrees that all material or other original
works of authorship written, created, or developed by XXXXXXX in connection
with his employment hereunder (whether alone or in conjunction with any other
person), and all rights of any and every kind whatsoever in and to the results
and proceeds of XXXXXXX'x services rendered hereunder, whether or not such
rights are now known, recognized or contemplated, and the complete,
unconditional and unencumbered ownership in and to such materials, results and
proceeds for all purposes whatsoever shall be "works for hire," as that term is
defined in the United States
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Copyright Act (17 U.S.C. Section 101), and shall be the sole and absolute
property of EMPLOYER, its successors and assigns, and XXXXXXX agrees that
he/she does not have and will not claim to have, either under this Agreement or
otherwise, any right, title or interest of any kind or nature whatsoever in or
to said property.
(e) XXXXXXX will promptly disclose to EMPLOYER, and
EMPLOYER hereby agrees to receive such disclosures in confidence, all
discoveries, developments, designs, improvements, inventions, software
programs, processes, techniques, know-how, negative know-how and data, whether
or not patentable or registrable under patent, copyright or similar statutes or
reduced to practice, made or conceived or reduced to practice or learned by
XXXXXXX, either alone or jointly with others during the period of his
employment, for the purpose of permitting EMPLOYER to determine whether they
constitute Proprietary Information, or copyrightable or patentable material.
9. NON-COMPETITION/NON-SOLICITATION.
(a) During the period of his employment, XXXXXXX will not
directly or indirectly engage in any activity which competes with EMPLOYER, or
which EMPLOYER shall determine in good faith to be in competition with EMPLOYER
or any subsidiary or affiliate of EMPLOYER. In addition, during his employment
and after the cessation of employment, XXXXXXX will not, alone or in concert
with others, or on his own behalf, or on behalf of any other person, in any way
use or disclose Proprietary Information in order to solicit, entice, or in any
way divert any broker to do business with any competitor of EMPLOYER or any
subsidiary or affiliate of EMPLOYER. During his employment, XXXXXXX agrees not
to plan or otherwise take any preliminary steps, either alone or in concert
with others, or on his own behalf, or on behalf of any other person, to set up
or engage in any business enterprise that would be in competition with EMPLOYER
or any subsidiary or affiliate of EMPLOYER.
(b) During his employment and for a period of two (2)
years after the cessation of employment, XXXXXXX will not, either directly or
indirectly, either alone or in concert with others or on his own behalf or on
behalf of any other person, solicit, divert, entice, recruit, or employ any
employee of or consultant to EMPLOYER, or any subsidiary or affiliate of
EMPLOYER, to leave employment with or otherwise terminate employment with
EMPLOYER or any subsidiary or affiliate of EMPLOYER or work for any competitor
of EMPLOYER or any subsidiary or affiliate of EMPLOYER.
(c) XXXXXXX recognizes that the immediate and continuous
performance of his obligations in this paragraph 9 is extremely important and
valuable to EMPLOYER because of the extensive and costly training given to its
employees and the knowledge gained by such employees of the Proprietary
Information
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used by EMPLOYER in its operations. In the event of his breach of those
obligations, XXXXXXX therefore agrees that EMPLOYER shall be entitled to
estimated or liquidated damages, as defined herein. For each former employee
of EMPLOYER whom XXXXXXX solicits, diverts, recruits, or employs in violation
of this paragraph 9, and for each broker or mortgage loan customer of EMPLOYER
whom such former employee handled for EMPLOYER and whom the former employee
contacts or otherwise services or works with for his benefit or for the benefit
of anyone in privity with XXXXXXX, including any competitor of EMPLOYER or any
subsidiary or affiliate of EMPLOYER with whom XXXXXXX accepts employment in
breach of this paragraph 9, XXXXXXX shall pay EMPLOYER liquidated damages. The
liquidated damages for each such broker or customer shall be (i) the amount of
profit earned by EMPLOYER from mortgage loan referrals from each broker, or the
amount of profit earned on loans to each mortgage loan customer, during the
twelve (12) months immediately preceding termination of such former employer
with EMPLOYER, and (ii) the amount of cost to EMPLOYER to recruit and train a
replacement for each such former employee plus the first six (6) month's salary
paid to the replacement(s) for the former employee. If the former employee was
not in a position of have contacts with brokers or to otherwise generate
business from mortgage loan customers, the liquidated damages shall be the
amount of the cost to EMPLOYER to recruit and train a replacement(s) for the
former employee. XXXXXXX further agrees that the cost to recruit and train
replacement(s) for each former employee as described in this paragraph 9 will
be part of EMPLOYER's damages and that the profit formula for former employees
who had broker or mortgage loan business contact, and the first six (6) months
salary paid to the replacement(s) for former employees, are conservative
estimates of the value, or a portion of the value, of the former employee to
EMPLOYER.
10. NOTICES. All notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
deemed to have been given at the time delivered, if personally delivered, or
twenty-four hours after deposit thereof for mailing at any general or branch
United States Post Office enclosed in a registered or certified postpaid
envelope and addressed as follows:
If to EMPLOYER:
Pacific United Group, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, President and Chief
Executive Officer
with copies to:
Jeffer, Mangels, Xxxxxx & Marmaro
2121 Avenue of the Stars
Xxx Xxxxxxx, XX 00000
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Attention: Xxxxxxxxx Xx Xxxx Xxxxxx, Esq.
and
Pacific United Group, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
Attention: Board of Directors
If to XXXXXXX:
Xxxxxxx X. Xxxxxxx
__________________________
__________________________
The parties hereto may designate a different place at which notice shall be
given, provided, however, that any such notice of change of address shall be
effective only upon receipt.
11. ENTIRE UNDERSTANDING. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior written or oral agreements. This Agreement may not be
modified, amended, or terminated except by another instrument in writing
executed by the parties hereto.
12. GOVERNING LAW. This Agreement and all rights, obligations and
liabilities arising hereunder shall be construed and enforced in accordance
with the laws of the State of California.
13. ATTORNEY'S FEES.
(a) In the event it becomes necessary to commence any
proceeding or action to enforce the provisions of this Agreement, the court
before whom such action shall be tried may award to the prevailing party all
costs and expenses thereof, including but not limited to reasonable attorneys
fees, the usual, customary and lawfully recoverable Court costs, and all other
expenses in connection therewith. XXXXXXX shall be deemed to be the prevailing
party if he is awarded any amounts in any such proceeding or action.
(b) EMPLOYER shall also pay and be responsible for all
attorneys and related fees, expenses or costs incurred by XXXXXXX, if EMPLOYER,
or any stockholder of EMPLOYER contests the validity or enforceability of this
Agreement or any part hereof.
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The parties hereto have executed this Agreement on the day and year
first above written.
"XXXXXXX"
________________________________
XXXXXXX X. XXXXXXX
"EMPLOYER"
PACIFIC UNITED GROUP, INC.
By: _____________________________
Title:___________________________
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