EXHIBIT 10.1
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is made and entered into effective as of August 1, 2003 (the
"Amendment") by and between Fremont General Corporation (the "Company") and
Xxxxx X. XxXxxxxx (the "Executive"). Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the same meaning as in the
Employment Agreement dated January 1, 1994, as heretofore amended.
WHEREAS, the Company and the Executive entered into an employment agreement
dated January 1, 1994, as amended effective as of August 1, 1996, August 1, 1997
and August 1, 2000, respectively; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to extend the employment period and to include certain additional
terms and conditions to such Agreement to provide additional security to the
Executive and to encourage the Executive to continue employment with the
Company.
NOW, THEREFORE, in consideration of the foregoing recitals and the
respective covenants and agreements of the parties contained in this document
and in consideration of the continuing employment of Executive by the Company,
the Company and the Executive agree to amend the Employment Agreement as
follows:
1. Section 2 ("Employment Period") shall be amended by revising
subsection (a) thereof to read as follows:
(a) Basic Rule. The "Employment Period" commenced on the
Effective Date and was extended pursuant to the terms of the
Employment Agreement effective as of August 1, 1997 and August 1,
2000, respectively, (the "Extension Dates"). Commencing August 1,
2003, the term of this Agreement is a rolling thirty-six (36) months,
such that on each day of employment, the Executive has thirty-six (36)
months remaining on this employment contract. Either party may
terminate this Agreement by giving written notice to the other party.
In the event notice of termination of this Agreement is given by the
Company such notice shall constitute Involuntary Termination and the
provisions of Section 11 shall apply.
2. Section 11 ("Termination Benefits") shall be amended by revising
subsection (a)(iii) thereof to read as follows:
(a)(iii) Bonuses. The Company shall pay to the Executive an
amount equal to the "Target" bonus amount of any bonus plan(s) then in
effect of which the Executive is a participant. Such payment shall be
made within ten (10) business days of the Termination Date.
3. Section 11 ("Termination Benefits") shall be amended by adding a
new subsection (a)(vi) thereof to read in its entirety as follows:
(a)(vi) Option Bonus. In the event the Executive is entitled to
benefits pursuant to Section 2 and Section 11, then, in addition to
the benefits provided above, the Company shall also pay the Executive
a cash bonus in an amount equal to the aggregate options exercise
price attributable to the Executive's then outstanding Company stock
options. Such bonus shall be paid in a lump sum within ten (10)
business days after the Termination Date.
4. Section 12 ("Benefits Upon a Company Event") shall be amended read
in its entirety as follows:
12. Benefits Upon A Company Event. Upon the occurrence of a
Company Event (as defined), the Executive shall be entitled to receive
all benefits described in Section 2 and Section 11 of the Employment
Agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.
COMPANY: FREMONT GENERAL CORPORATION
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By: Xxxxx X. Xxxxxxx
Title: President and Chief Operating
Officer
EXECUTIVE: XXXXX X. XX XXXXXX
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