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EXHIBIT 10.148
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT ("Agreement") dated as of September 1,
1998, is entered into by and between Xxxxxxxxx X. Xxxxx ("Xxxxx"), an individual
residing at 0000 Xxxxxx Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxx, 00000 and Preferred
Equities Corporation, ("PEC") a Nevada corporation with its principal address
being 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000.
RECITAL
Xxxxx currently is employed as the President and Chief Operating
Officer of PEC. In his role as President, Xxxxx is responsible for the
supervision of all of the Executive Officers and employees of PEC. Xxxxx reports
to the Chairman of the Board and Chief Executive Officer of PEC, Xxxxxx X.
Xxxxx. Xxxxx and PEC desire to enter into this Agreement in order to reduce to
writing Xxxxx'x compensation arrangement with PEC for such period of time as
Xxxxx is employed by PEC as President or until modified by mutual agreement of
the parties. In consideration of the foregoing, the parties hereto agree as
follows.
1. EMPLOYEE AT WILL. Xxxxx recognizes and acknowledges that he is an
employee-at-will. PEC may terminate Xxxxx at any time with or without Cause as
that term is hereinafter defined.
2. BASE SALARY. Xxxxx shall be paid a base salary of two hundred forty thousand
dollars ($240,000) per annum payable bi-weekly as part of the regular PEC
payroll. Base salary payments shall be subject to ordinary withholding for taxes
and withholding for items designated by Xxxxx such as for 401(k) contributions.
3. INCENTIVE BONUS. In addition to his base salary due under this Agreement,
Xxxxx shall be paid a bonus (the "Incentive Bonus") as hereinafter set forth and
defined. For each full (but not partial) fiscal year of PEC during Xxxxx'x
employment commencing with fiscal 1999, Xxxxx shall receive a sum of money
(herein called the "Incentive Bonus") in an amount equal to three-quarters of
one percent (0.75%) of the Incentive Income of PEC's parent, Mego Financial
Corp. ("Mego") as defined in and calculated pursuant to, Mego's Executive
Incentive Compensation Plan, adopted by Mego's Board of Directors on June 22,
1994, a copy of which is attached hereto as Exhibit "A". Such amount shall be
due and payable whether or not Mego's Executive Compensation Plan shall be in
effect for such fiscal year, and shall be paid no later than ninety days after
the amount of Incentive Income can be calculated.
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4. AUTOMOTIVE ALLOWANCE. Xxxxx shall have the use of a PEC car including al gas,
oil, repairs and insurance paid by PEC.
5. STOCK OPTIONS. Xxxxx shall receive stock options under the Stock Option Plan
of PEC's parent, Mego Financial Corp., at the discretion of the Board of
Directors of Mego Financial Corp.
6. TRAVEL AND BUSINESS EXPENSE. Xxxxx shall be reimbursed for usual business and
travel expenses. Xxxxx shall be entitled to fly first class on any flight or
combination of flights longer than two hours in scheduled duration.
7. BENEFITS. Xxxxx shall be eligible for all benefits afforded to PEC executives
from time to time provided Xxxxx meets any eligibility requirements set forth
for employees participating therein.
8. VACATION. Xxxxx shall have four (4) weeks paid vacation during each PEC
fiscal year.
9. SEVERANCE. If Xxxxx'x employment is terminated by PEC for any reason other
than for Cause, Xxxxx shall receive his base salary as set forth in Section 2.
to the date of termination, and a severance payment in the amount of two hundred
thousand dollars ($200,000), payable fifty thousand dollars ($50,000) at the
time of termination, and in three payments of fifty thousand dollars ($50,000)
three months, six months and nine months thereafter. If Xxxxx resigns or
terminates his employment by PEC for any reason, or his employment terminates
due to he death or permanent disability, he will only be entitled to his base
salary through the date of such termination.
10. DEFINITION OF CAUSE. "Cause" shall mean any one of the following acts of, or
omissions by, or actions of others relating to, Xxxxx:
(a) Conviction of a felony, whether or not such conviction is appealed.
(b) Deliberate and premeditated acts against the best interests of PEC.
(c) Xxxxx is found guilty of or is enjoined from violation of any
state or federal security law, state or federal laws governing the business of
PEC, or rules or regulations of any state or federal agency regulating
any of the business of PEC.
(d) Misappropriation of PEC funds or property.
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(e) Habitual use of alcohol or drugs to a degree that such use
interferes in any way with Xxxxx'x performance of his duties.
11. COVENANT NOT TO SOLICIT. Xxxxx agrees that so long as he is employed by PEC
and or a period of one year after termination of his employment by PEC with or
without Cause, or resignation or termination of his employment by Xxxxx, Xxxxx
shall not solicit or encourage other employees or officers of PEC to terminate
their employment by PEC for any purpose whatsoever.
12. MISCELLANEOUS.
(a) This Agreement is personal to Xxxxx and the duties and
responsibilities hereunder may not be assigned by Xxxxx except as approved by
the Chairman of the Board of PEC.
(b) This Agreement shall terminate except, to the extent applicable,
for the provisions of Sections 9 and 11 hereof, on the date of termination of
Xxxxx'x employment by PEC, or Xxxxx'x resignation, his termination of
employment, death or permanent disability.
(c) This Agreement may only be modified by mutual written agreement of
the parties.
(d) The headings to this Agreement are for convenience of reference
only and are not to be considered in the interpretation of this Agreement.
(e) This Agreement shall be governed by the laws of the state of
Nevada.
Entered into in Las Vegas, Nevada, as of the date set forth above.
Preferred Equities Corporation
/s/ XXXXXX X. XXXXX /s/ XXXXXXXXX X. XXXXX
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Xxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Chairman of the Board
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