FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
(NAFI/XXXXXXX XXXXX)
This First Amendment to Employment Agreement (the "Amendment") is
entered into as of the 27th day of May, 1997, by and between National Auto
Finance Company, Inc. (the "Company") and Xxxxxxx Xxxxx ("Magro").
RECITALS
A. Auto Credit Clearinghouse L.P., a Delaware limited partnership
("ACCH") and Magro entered into that certain Employment Agreement dated July 1,
1996 (the "Original Agreement").
B. ACCH was dissolved as a limited partnership and all of the
liabilities of ACCH (including any liabilities under the Original Agreement)
were transferred to, and assumed by, the Company.
C. The Company and Magro desire to amend certain terms of the Original
Agreement as set forth hereinbelow.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Company. The Company acknowledges that the Company has assumed
all of the obligations and liabilities of ACCH under the Original Agreement. All
references in the Original Agreement to ACCH or the "Limited Partnership" shall
hereinafter constitute references to "the Company" for all purposes. All
references in the Original Agreement to "National Auto Finance Corporation," the
"General Partner," "National Auto Finance Company L.P." or "NAFCO" shall
hereinafter constitute references to "the Company" for all purposes.
2. New Position. In addition to serving as Executive Vice President of
the Company, Magro shall also have the title of "SERVICE CENTER PRESIDENT" for
the new service center which is being established by the Company in
Jacksonville, Florida.
3. Base Salary. The base salary amounts set forth in Section 4(a)(i),
(ii), (iii) and (iv) of the Original Agreement are hereby deleted in their
entirety and the following is hereby substituted in lieu thereof:
(i) Calendar Year 1997 $130,000
(ii) Calendar Year 1998 $140,000
(iii) Calendar Year 1999 $150,000
(iv) Calendar Year 2000 $175,000
The other provisions of Section 4(a) shall not be modified by this Amendment.
4. Incentive Bonus. The amounts set forth in Section 4(b)(B) of the
Original Agreement are hereby deleted in their entirety and the following is
hereby substituted in lieu thereof:
Calendar Year 1997 55% of Base Salary
Calendar Year 1998 60% of Base Salary
Calendar Year 1999 60% of Base Salary
Calendar Year 2000 60% of Base Salary
5. Agreements Regarding Relocation by Magro to Jacksonville Florida.
Magro has agreed to relocate his primary residence to Jacksonville, Florida in
order to serve the Company as the Service Center President of the new service
center. In connection with such agreement by Magro, the Company hereby agrees as
follows:
a. The Company shall pay for, or reimburse Magro, for all
expenses associated with the moving of Magro's household goods
to Jacksonville, including packing and storage costs and the
cost of transporting Magro's automobiles.
b. The Company shall pay for, or reimburse Magro for, all travel
and related reasonable expenses incurred during the physical
move from South Florida to Jacksonville and interim living
expenses in connection with the move to Jacksonville,
including lodging and per diem expenses.
c. The Company shall pay for, or reimburse Magro for, two house
hunting trips for Magro's spouse, including airfare, lodging,
car rental and meals.
d. The Company shall pay for, or reimburse Magro for, 50% of the
amount of the monthly mortgage payment owed by Magro for his
South Carolina residence for a maximum period of 12 months.
e. The Company shall pay for all closing costs (excluding prepaid
taxes, interest and insurance) associated with the purchase of
a new home for Magro and his family in the Jacksonville,
Florida area.
6. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute
one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
7. Modification. This Agreement may only be modified by a written
instrument or instruments executed by the party against which enforcement of the
modification is asserted. Any alleged modification which is not so documented
shall not be effective as to any party.
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8. Governing Law. The terms and provisions of this Agreement shall be
governed by the laws of the State of Florida (without regard to the conflict of
laws rules of such State) and to applicable federal law.
9. Entire Agreement. The Original Agreement, as modified by this
Amendment, constitutes the entire understanding and agreement between the
parties hereto with respect to the transactions referenced herein and supersedes
all prior written or oral understandings and agreements between the parties
hereto with respect thereto. Each party hereto hereby acknowledges that, except
as incorporated in writing in the Original Agreement or this Amendment, there
are not, and were not, and no persons are or were authorized by such party to
make, any representations, understandings, stipulations, agreements or promises,
oral or written, with respect to the transaction which is the subject of this
Agreement. Without limiting the foregoing, that certain memorandum from Xxxx
Xxxxx to Xxx Xxxxxx, President of the Company dated May 27, 1997, Re: Service
Center/Employment Agreement is hereby superceded in its entirety by this
Amendment and is hereby rendered null and void for all purposes.
IN WITNESS WHEREOF, each party set forth below has executed this
Amendment on November 12, 1997, to be effective for all purposes as of the date
first above written.
NATIONAL AUTO FINANCE COMPANY, INC.
By:
Xxxx X. Xxxxxxx, CEO
XXXXXXX XXXXX
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