Exhibit 10.22
[LETTERHEAD OF JAYHAWK ACCEPTANCE CORPORATION APPEARS HERE]
September 5, 1996
Xx. Xxxx X. Xxxxx
1912 XxxXxxxxx
Xxxxx, Xxxxx 00000
Re: Consulting Agreement
Dear Xxxx:
This confirms your agreement to provide business, financial and management
consulting services and advice to Jayhawk Acceptance Corporation beyond the
service and advice that might be anticipated from your duties as a director. You
will make available adequate time to perform such services to the satisfaction
of Jayhawk. Jayhawk will provide you office space, equipment and supplies, as
required when you perform your services at Jayhawk. You will be responsible for
providing your own secretarial support.
To encourage you to devote such time and attention as reasonably may be
required by Jayhawk, Jayhawk will grant to you, under the terms of its 1994
Stock Option and Restricted Stock Plan, an option to purchase 100,000 shares of
the common stock of Jayhawk. The option will become exercisable in increments of
25,000 shares, with the first 25,000 shares being immediately exercisable on the
date of grant and each subsequent increment of 25,000 shares becoming
exercisable on each of the next three anniversaries of such date. If either you
or Jayhawk terminate this Consulting Agreement for any reason, then the option
will automatically terminate as to any shares which have not become exercisable
as of the effective date of termination. You understand and agree that Jayhawk's
obligation to grant such option to you is contingent upon the approval of the
Compensation Committee of Jayhawk's Board of Directors. Jayhawk will seek such
approval on or before the next scheduled meeting of the Compensation Committee.
You agree to treat as confidential all confidential, proprietary and trade
secret information of Jayhawk to which you may be exposed in providing services
to Jayhawk. Either you or Jayhawk may terminate this Consulting Agreement at any
time upon 30 days advance written notice to the other party.
If you are in agreement with the terms of this Agreement, then so indicate
by signing this Consulting Agreement in the space provided below.
Sincerely,
Jayhawk Acceptance Corporation
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Chairman of the Board
and Chief Executive Officer
Accepted and Agreed:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
