Exhibit 10.24
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, made as of the 1st day of January, 1998, by and
between Financial Federal Corporation (the "Company") and Xxxxxxxx X. Xxxxxx,
Xx. (the "Employee");
W I T N E S S E T H :
WHEREAS, Employee is an employee of the Company; and
WHEREAS, the Employee and the Company desire to set forth in
writing herein the terms and conditions of their agreement with respect to the
payment to Employee, on a deferred basis, of some of the Employee's salary for
his services to the Company for the months of January, 1998 through December,
1998.
NOW, THEREFORE, the parties hereto agree as follows:
1. Certain amounts of salary earned by the Employee for each of
the months of January 1998 through December 1998, shall be deferred and, in
lieu of current payment thereof, the Company shall pay to the Employee the sum
of $100,000.00 on each February 1 commencing in 2007 and terminating in 2011,
and $71,500.00 on February 1, 2012. The amounts so deferred are shown on
Exhibit 1 to this Agreement. In the event the Employee's employment is
terminated for any reason whatsoever during this period, the amount payable to
the Employee pursuant to this paragraph shall be proportionately reduced (in
the same proportion as the number of days or portions thereof from the date of
such termination of employment to the end of this period bears to the entire
period), and any payment provided for in paragraphs "2", "3", "5" or "7" of
this Agreement shall be further discounted as described in paragraph "4" of
this Agreement.
2. In the event of i). Employee's death, ii). Employee's
retirement from the Company and its affiliates (and employment is not obtained
with another company in substantially the same types of business as the
Company is engaged) or iii). Employee's leave of absence owing to a bona fide
disability (which shall be defined as the incapacity to perform any employment
which would be appropriate given the prior physical status, intellectual
ability and experience of the Employee, due to a mental or physical disability
which shall have been certified by an independent physician and which has
lasted or can be expected to last for a continuous period of not less than
twelve months), then, in the Company's sole discretion, either a). the Company
shall pay the amount specified in paragraph "1" on the date there specified or
b). all amounts payable pursuant to paragraph "1" of this Agreement shall be
re-computed as described in paragraph "4" of this Agreement and shall be paid
in total on the first day of the first month 30 days after the date of the
death, retirement or disability. Payments of amounts due pursuant to the
terms of this paragraph shall be made first to the Employee, if living, then
to the Employee's Beneficiary, Xxxx X. Xxxxxx, the Employee's wife, or if she
is not then alive, to the Employee's Estate.
3. Except for the events specified in paragraph "2" of this
Agreement, in the event of termination of Employee's employment by the Company
for any other reason whatsoever (other than a transfer to employment with an
affiliate of the Company), or in the event the Employee terminates his
employment with the Company and its affiliates, then, in either such event,
the amount payable pursuant to paragraph "1" of this Agreement shall be paid
to Employee on the first day of the first month following such termination of
employment in an amount calculated as set forth in paragraph "4" of this
Agreement.
4. If, pursuant to paragraphs "2", "3", "5" or "7" of this
Agreement, payment of any amount provided for in paragraph "1" of this
Agreement is to be made earlier than the due date set forth in such paragraph
"1", the amount to be paid is the amount as provided in paragraph "1" of this
Agreement, discounted at the rate of 5.86% per annum, compounded monthly, from
the date any such payments would have been due (as set forth in paragraph "1"
of the Agreement) to the actual date of payment. For purposes of
illustration, a payment of $500.00 would be due with respect to a $633.87
payment which would have been due and payable forty-eight (48) months later.
5. If any federal, state or other tax law or regulation or any
determination by any taxing authority with respect to the Employee would cause
any amounts due pursuant to this Agreement to become taxable to the Employee
before payment thereof, except for taxes owing due to FICA, FUTA, or other
employment taxes, then the Employee, irrespective and notwithstanding any
other provisions of this Agreement, shall have the right, upon written notice
to the Company, to require payment of any of the installments or portions
thereof specified in paragraph "1" of this Agreement. The notice shall
specify a date within ninety (90) days of such notice when payment is to be
made. The payment shall be made in an amount calculated as set forth in
paragraph "4" of this Agreement.
6. Employee shall have no right to pledge, hypothecate, assign
or otherwise dispose of any amounts due or to become due hereunder.
Employee's right to receive payments under this Agreement shall be no greater
than those of any other unsecured creditor of the Company.
7. Should, at any time, more than 50 percent of the combined
voting power of the Company's then outstanding voting securities be held by
any person, entity or group of persons, directly or indirectly, within the
meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended ("Act"), other than those persons, entities or groups of persons
owning over 14 percent of the combined voting power as of the date hereof, or
a liquidation or dissolution of the Company or of the sale of all or
substantially all of the Company's assets, then a). the Company may, upon 30
days notice, pay to Employee the amount payable pursuant to paragraph "1" of
this Agreement on the first day of the first month following such notice in an
amount calculated as set forth in paragraph "4" of this Agreement, OR b).
Employee may, upon 30 days notice, require that the Company pay to Employee
the amount payable pursuant to paragraph "1" of this Agreement on the first
day of the first month following such notice in an amount calculated as set
forth in paragraph "4" of this Agreement.
8. During the term of this Agreement, the Company shall furnish
to Employee, no later than the 30th day of each fiscal year, a schedule
setting forth in reasonable detail the changes occurring during the preceding
year and the balance as at the end of the preceding year with respect to the
amount accrued by the Company on account of all sums payable hereunder to
Employee.
9. Employee shall have the right at any time, by written notice
to the Company, to change the Beneficiary named in paragraph "2" hereof, with
such notice acknowledged in writing by the Company.
10. This Agreement contains the entire understanding of the
parties hereto relating to the payments described herein; however, this
Agreement shall not affect any other salary nor any other benefit that
Employee may be or may become entitled to, except as required by law. This
written agreement represents the entire final agreement between the parties
relating to the payments described herein and may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties. This
agreement cannot be amended, modified or changed except by a writing signed by
both parties. Only an officer of the Company with the title of Senior Vice
President or a more senior officer may accept this agreement or agree to any
amendments, modifications or changes.
11. This Agreement shall be governed and construed in accordance
with the laws of the State of New York. If any provision of this Agreement is
rendered or declared invalid, illegal or ineffective by any existing or
subsequently enacted legislation or decision of a court of competent
jurisdiction, such legislation or decision shall only invalidate such
provision to the extent so rendered or declared invalid, illegal or
ineffective in such jurisdiction only and shall not impair, invalidate or
nullify the remainder of this Agreement which shall remain in full force and
effect.
12. Any controversy or claim arising out of or relating to this
Agreement or any alleged breach thereof shall be settled by arbitration in New
York City in accordance with the rules of the American Arbitration Association
governing contract disputes and judgment upon the award rendered by any
arbitrator(s) may be entered in any court of appropriate jurisdiction; the
Federal Arbitration Act and the applicable laws of the State of New York shall
govern.
IN WITNESS WHEREOF, Company has caused this Agreement to be
executed by its duly authorized officers and Employee has hereunto set his
hand on the day and year first above written.
FINANCIAL FEDERAL CORPORATION
BY:
(Title)
EMPLOYEE:
