April 24, 2000
Xxxxxxxx X. Xxxxxx
Via Hand Delivery
RE: Retention Bonus
Dear Xxx:
In recognition of your past and ongoing contributions to
AMRESCO, INC. ("AMRESCO"), we are pleased to offer to you a
Retention Bonus, based upon the terms and conditions
contained in this letter agreement. XXXXXXX, like any
publicly traded company, cannot guarantee continued
employment through December 31, 2000.
We believe that there is an ongoing position for you with
AMRESCO, and this letter in no way implies that we intend to
terminate your employment with AMRESCO at some future date.
Rather, it is to acknowledge your special value to our
organization.
If your termination of employment (as hereinafter defined)
occurs prior to December 31, 2000, you will be paid a one
time cash bonus of $750,000. This amount will be paid
within fifteen (15) days of the date of such termination in
a lump sum, but in no event later than December 31, 2000,
and will be subject to applicable withholding. This bonus is
in lieu of any other form of incentive or severance
compensation for which you are or may become eligible.
If you are a full time employee of AMRESCO or one of its
affiliates on the earlier of (i) December 31, 2000 or (ii)
the date which is thirty (30) days after the closing of the
sale of all of the three (3) business units of AMRESCO's
Commercial Finance Division (Builders Group, ACLC and
AMRESCO Independence Funding, Inc.) you will be paid on such
date a one time, lump sum cash bonus of $750,000. These
benefits are in lieu of any other form of incentive or
severance compensation for which you are or may become
eligible, other than the incentive bonus provided for
herein.
For purposes of the definition of "termination" or
"termination of employment" means the following:
(a) actual involuntary termination of your employment
status without Cause (as hereinafter defined), or
(b) actual voluntary termination of your employment at any
time within thirty (30) days of the occurrence of one (1) of
the following events:
(i) the assignment to you of any duties inconsistent with
your position, duties, responsibilities and status with
AMRESCO immediately prior to your termination, or a material
adverse change in your reporting responsibilities, titles or
offices as in effect immediately prior to your termination;
(ii) a reduction in your base salary as in effect
immediately prior to your termination;
(iii) requiring you to be based anywhere other than
either the offices at which you were based immediately prior
to your termination or offices which are no more than thirty-
five (35) miles from the location of your home immediately
prior to your termination, except for required travel on
your employer's business to an extent substantially
consistent with your business travel obligations immediately
prior to such termination;
(iv) the failure to provide to you benefit or compensation
plans (including, but not limited to any pension plan, life
insurance plan, health and accident plan or disability plan)
which do not materially reduce the benefits from those you
enjoyed immediately prior to such termination, or the
failure to provide you with the number of paid vacation days
to which you are then entitled on the basis of years of
service with AMRESCO in accordance with XXXXXXX's normal
vacation policy in effect immediately prior to your
termination; or
(v) any failure of XXXXXXX to obtain the assumption of, or
the agreement to perform, this Agreement in its entirety by
any successor in interest.
If you voluntarily terminate your employment (other than a
termination) or your employment with AMRESCO is terminated
by AMRESCO for Cause prior to December 31, 2000 you will not
be entitled to any payment hereunder. "Cause", as used
herein, means (1) gross misconduct or willful, substantial
violation of AMRESCO policies and procedures or (2) other
material performance deficiencies, provided that you have
been given a written warning and not less than 15 days to
correct such performance deficiencies.
As this particular bonus plan is restricted to certain key
employees, it is necessary that you keep the terms of this
agreement confidential. You may disclose the existence and
terms of this agreement only to your spouse, accountant,
attorney, the IRS and to others only if required by law.
Failure to keep the terms and conditions of this agreement
confidential will be considered gross misconduct and may
result in forfeiture of your Retention Bonus or termination
of your employment, or both. If you have further questions,
please do not hesitate to contact me.
This letter agreement may not be assigned by you. This
letter agreement will be binding upon AMRESCO and any
successor-in-interest thereto, whether by merger,
consolidation or otherwise.
Sincerely,
Xxxxxx X. Xxxx, Xx.
President and Chief Executive Officer
ACCEPTED:
Employee Signature
Date:
