EXHIBIT 10.1
INDEMNIFICATION AGREEMENT
THIS AGREEMENT OF EMPLOYMENT ("Agreement") is made and entered into in duplicate
this 8th day of August , 2005 , by and between PERFORMANCE CAPITAL
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MANAGEMENT, L.L.C., a Limited Liability Company ("Employer"), and Xxxxxx Xxxxxx
("Xxxxxx")
RECITALS
A. Employer is a Limited Liability Company duly organized and validly
existing pursuant to the laws of the State of California.
B. Employer is in the business of acquiring, processing, servicing and
collecting commercial and consumer indebtedness.
X. Xxxxxx is employed as Employer's Accounting Manager.
D. Employer as additional consideration for XXXXXX'X employment is
entering into this Indemnification agreement per the following terms and
conditions:
1. Employer shall indemnify XXXXXX, if XXXXXX is made a party to or
threatened to be made a party to, or otherwise involved in, any proceeding
commenced during the employment term, or after the employment term, because
XXXXXX is or was an employee or agent of Employer. The indemnification
contemplated by the provisions of this agreement shall include any and all
expenses, judgments, fines, penalties, settlements, and other amounts, actually
and reasonably incurred by XXXXXX in connection with the defense or settlement
of any such proceeding; provided, however, XXXXXX shall have acted in good faith
and in a manner that XXXXXX reasonably believed to be in the best interests of
Employer and, in a criminal proceeding, Executive had no reasonable cause to
believe that XXXXXX'X conduct was unlawful.
2. Any an all expenses, including, but not limited to, filing fees, costs of
investigation, attorney' fees, messenger and delivery expenses, postage, court
reporters' fees and similar fees and expenses incurred by XXXXXX in any
proceeding shall be advanced by Employer prior to the final disposition of such
proceeding at the written request of XXXXXX, but only if XXXXXX shall undertake
to repay such advances, unless and to the extent that it is ultimately
determined that Executive is entitled to indemnification.
3. The indemnification contemplated by the provisions of this Agreement
shall not be deemed exclusive of any other rights to which XXXXXX may be
entitled pursuant to the provisions of the Articles of Incorporation or Bylaws
of Employer, or any agreement, vote of shareholders, or disinterested
directors, the General Corporation Law of the State of California, or otherwise,
both as to action in his official capacities as an employee or agent of Employer
and as to action in any other capacity while serving as an employee or agent of
Employer. The indemnification contemplated by the provisions of this Agreement
shall continue as to XXXXXX although he may have ceased to be an employee or
agent of Employer and shall inure to the benefit of the heirs and personal
representatives of XXXXXX, including the estate of XXXXXX'X.
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IN WITNESS WHEREOF the parties have executed this Agreement of Employment in
duplicate, each of which shall have the force and effect of an original, on the
date specified in the preamble of this Agreement.
"EMPLOYER"
PERFORMANCE CAPITAL MANAGEMENT, L.L.C.
A California Limited Liability Company Xxxxxx Xxxxxx
By Xxxxx X. Xxxxxxxx Xxxxxx Xxxxxx
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Its: CHIEF OPERATIONS OFFICER
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