AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment") is made as
of the 5th day of March, 1999 by and between Fidelity Leasing, Inc., a
Pennsylvania corporation (the "Company") and XXXXXXX XXXXXXXXX (the "Executive")
WHEREAS, Executive and the Company entered into an Employment Agreement
dated as of March 5, 1996 (the "Agreement); and
WHEREAS, Executive and the Company wish to extend and amend the
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises set forth in
the Agreement and this Amendment, the adequacy of which is hereby acknowledged,
intending to be legally bound, the Company and Executive agree as follows:
1. Amendment to Paragraph 3.
-------------------------
Paragraph 3 of the Agreement is amended to provide in full as
follows:
"The term of employment of Executive under the Agreement shall
commence as of the date hereof and unless sooner terminated pursuant
to Paragraph 6, shall continue in full force and effect until March
4, 2002 (such period referred to as the "Contract Period"). Such
Contract Period shall be extended for additional one-year terms
unless either Executive or Company shall have given notice to the
contrary at least two months before each termination date."
2. Amendments to Paragraph 4
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(a) Subparagraph 4(a) of the Agreement is amended by adding the
following sentence:
"The Base Salary on and after March 5, 1999 shall be not less
than Three Hundred Thousand Dollars ($300,000)."
(b) Subparagraph 4(b) of the Agreement is amended to provide in full
as follows:
"(b) Incentive Compensation Plan. During the period of
employment the Executive shall receive bonus payments equal
to 2.75% of the net annual after-tax earnings of the
Company, but not more than 2.0% of the pre-tax earnings of
the Company if, and only if, the after-tax earnings of the
Company equal or exceed 10% of the Shareholders' Equity at
the end of the last prior fiscal year, except as modified
below for quarters in which there are changes in
Shareholder's Equity. After tax earnings shall mean the
consolidated before-tax earnings of Newco determined by
Newco's independent auditors in accordance with generally
acceptable accounting principles consistently applied
adjusted for the taxes that would be payable if Newco were
a corporation that filed a separate tax return.
Shareholders' Equity shall mean the amount shown as such on
the Company's financial statements. In any year in which
Shareholders' Equity changes (by virtue of sales or
acquisitions of stock, retention of earnings or otherwise),
Shareholders' Equity shall mean the average of such amount
on the last day of each fiscal quarter. Payment of such
bonus shall be made within fifteen (15) days of the receipt
by the Company of its audited financial statement for the
preceding fiscal year, but in no event later than 105 days
after the end of the preceding fiscal year.
In addition to the above, if stock constituting control of
the Company is sold, or if substantially all of the assets
of the Company are sold, Executive shall be entitled to a
bonus payment equal to the lesser of (i) one percent (1%)
of the amount by which the net sales price of such stock or
assets exceeds the book value of the Company's assets, or
(ii) One Million Five Hundred Thousand Dollars
($1,500,000)."
3. Amendments to Paragraph 5.
--------------------------
(a) Subparagraph 5(a) of the Agreement is amended by substituting
"Seven Hundred Dollars ($700)" for "Six Hundred Seventeen
Dollars ($617)."
(b) Subparagraph 5(b) of the Agreement is amended by substituting
"Seven Hundred Fifty Dollars ($750)" for "Five Hundred Dollars
($500)."
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4. Amendment to Paragraph 6.
-------------------------
The following is added in subparagraph 6(e):
(e) Following the earlier of (i) the expiration of the Contract Term
(provided the Executive's employment has not been terminated
under subparagraph 6(a), 6(b) or 6(c)) or (ii) the termination
of this Agreement pursuant to subparagraph 6(d), Executive shall
be entitled to payments for consulting services at the rate of
One Hundred Thousand Dollars annually, payable monthly, for ten
years. Such payments shall terminate upon Executive's death or
upon his employment in any activity which, if it had occurred
within the period set forth in Paragraph 9, would constitute a
breach of the covenant not to compete set forth in said
Paragraph 9.
5. Amendment to Paragraph 10.
--------------------------
Delete the last sentence and substitute therefore the following:
"In the case of a termination pursuant to Paragraph 6(b), or in the
event Executive voluntarily terminates employment (other than
termination for Good Reason) hereunder prior to the end of the term
of this Agreement, as described in Paragraph 3, all unvested stock
options shall be forfeited. In the case of termination other than
(i) by operation of subparagraphs 6(a) or 6(c), or (ii) by the
Company pursuant to subparagraph 6(b), or (iii) by Executive
voluntarily (as described in the next preceding sentence), all
unvested options issued pursuant to the Fidelity Leasing, Inc.
1996-1 Key Employee Stock Option Plan shall immediately vest upon
such termination."
6. Amendment to Paragraph 17.
--------------------------
Delete the address for notice to the Company and substitute the
following therefore:
"If to Company:
Fidelity Leasing, Inc.
0000 Xxxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
With a copy to:
Resource America, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Chairman"
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IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the date first written above.
FIDELITY LEASING, INC.
By:
---------------------------------
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XXXXXXX XXXXXXXXX
Resource America, Inc. hereby
acknowledges its continuing
obligation under Paragraph 12 of the
Agreement.
RESOURCE AMERICA, INC.
By:
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