AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT, by and between
THE AEGIS CONSUMER FUNDING GROUP, INC., a Delaware
corporation, with offices at 000 Xxxxxxxxxx Xxxx., Xxxxxx
Xxxx, Xxx Xxxxxx 00000 (the "Company"), and XXXXXX X.
XXXXXXXX, residing at 00 Xxxxxx Xxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000 (the "Executive"), is amended and restated
as of April 1, 1997.
W I T N E S S E T H:
WHEREAS, the Executive and the Company have entered
into an Employment Agreement dated as of March 1, 1994,
as amended (the "Prior Agreement"), pursuant to which the
Executive holds the office of Chief Executive Officer;
WHEREAS, the Company has determined that it is in its
best interest and that of its stockholders to recognize
the contribution that the Executive has made and is
expected to continue to make to the Company's business
and to retain his services in the future;
WHEREAS, in view of recent changes in the industry in
which the Company is involved, the Company has determined
that it is in its best interest and that of its stock
holders to revise and restate the terms of Executive's
continued employment with the Company; and
WHEREAS, the Executive and the Company desire to
terminate and supersede the Prior Agreement, except with
respect to the amendment dated April 26, 1996, concerning
a change in control of the Company, and to set forth in
this Agreement the terms and conditions of the Execu
tive's continued employment with the Company;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants contained herein, the parties hereto
agree as follows:
1. Employment. The Company agrees to and does hereby
continue to employ the Executive, and the Executive
agrees to and does hereby accept continued employment by
the Company, subject to the terms and conditions herein
set forth.
2. Term. The term of the Executive's employment hereun
der shall commence as of April 1, 1997 (the "Effective
Time") and shall terminate on April 1, 1999 (such period
hereinafter referred to as the "Term") unless terminated
prior to such date.
3. Duties.
(a) During the Term, the Executive shall be employed
as a senior executive officer of the Company and shall be
in charge of and responsible for the general and supervi
sory duties normally and customarily attendant to such
office in a consumer finance and loan servicing business
and shall render such other lawful services, and exercise
such powers, which are from time to time requested of
him, assigned to him or vested in him by the Board of
Directors of the Company (the "Board") and which are
commensurate with his position as Chairman and Chief
Executive Officer.
(b) The Executive agrees that, during the Term,
unless the Board shall otherwise consent, he will devote
substantially his full time, energies, labor and skills
to the business of the Company. The Company shall pro
vide the Executive with his own office space and appro
priate administrative or clerical assistance, all in a
location reasonably appropriate to enable the Executive
to fulfill his duties, and each commensurate with the
Executive's position, duties and responsibilities.
(c) It is hereby acknowledged that, subject to Para
graph 10 hereof, the Executive may either presently, or
in the future, be involved in business, charitable or
community activities so long as such other activities do
not interfere with the performance by the Executive of
his duties hereunder.
4. Compensation. In consideration for services per
formed hereunder, the Company shall pay to the Executive
an annual salary of $300,000, in installments payable in
accordance with the Company's customary payroll prac
tices. In addition, the Company shall reimburse the
Executive for all expenses reasonably incurred by him in
connection with the performance of his duties hereunder
and the business of the Company upon the submission to
the Company of appropriate receipts therefor.
5. Vacation. The Executive shall be entitled to four
weeks' paid vacation during each twelve (12) month period
of his employment hereunder, to be taken at times mutu
ally agreeable to the Executive and the Company.
6. Bonus.
(a) Determination of Bonus Pool. A Bonus Pool shall
be determined for the period commencing on July 1, 1997
and ending on June 30, 2000 (the "Bonus Period").
(i) "Consolidated Net After Tax Income" ("CNATI")
shall mean, with respect to any period, the net after tax
income of the Company from operations currently conducted
by the Company (including for such purpose the servicing
and origination of automobile loans or mortgages) before
extraordinary items as reported on the audited financial
statements of the Company with respect to such period,
which amount shall be: (A) increased to eliminate bo
nuses paid or payable hereunder; (B) reduced to eliminate
any gain accrued on sales in such fiscal year with re
spect to securitization, whether or not any such securi
tization was effected in such fiscal year; (C) increased
or reduced without duplication, to give effect to net
cash received or disbursed in connection with securi
tizations; (D) adjusted to eliminate any income attribut
able to securitization of assets by the Company prior to
the securitization designated as "971"; and (E) adjusted
to provide for applicable taxes (current and deferred) on
(A), (B), (C) and (D) above.
(ii) An amount ("Total Assets") shall be determined by
aggregating the total weighted average of assets owned by
the Company during the Bonus Period, whether such assets
are owned by the Company (including its subsidiaries) or
by a special purpose vehicle, excluding for this purpose
assets owned by the Company prior to the securitization
designated as "97-1". For purposes of this Agreement, a
"special purpose vehicle" shall be a corporation or other
entity created for the purpose of effecting securiti
zations in which the Company has a retained interest or
which have recourse to the Company and which are not
otherwise reflected as consolidated subsidiaries on the
Company's financial statements.
(iii) A percentage ("ROA") shall be determined by
dividing the CNATI for the Bonus Period by Total Assets
for the Bonus Period and dividing the quotient thereof by
the number three (3).
(iv) The amount of the Bonus Pool for the Bonus Period
shall be determined in accordance with the following
schedule:
(A) if ROA is less than .5%, the Bonus Pool shall be
0% of CNATI;
(B) if ROA is at least .5% but no greater than .749%,
the Bonus Pool shall be 16% of CNATI in excess of
the amount of CNATI that would equal an ROA of
.5% (such amount of CNATI equaling an ROA of .5%
being hereinafter referred to as "Base CNATI");
(C) if ROA is at least .75% but no great er than
.875%, the Bonus Pool shall equal (x) 5% of Base
CNATI plus (y) 16% of CNATI in excess of Base
CNATI;
(D) if ROA is at least .876% but no grea ter than
.99%, the Bonus Pool shall equal (x) 7.5% of Base
CNATI plus (y) 16% of CNATI in excess of Base
CNATI;
(E) if ROA is at least 1.0% but no greater
than 1.249%, the Bonus Pool shall equal (x) 10% of Base
CNATI plus (y) 16% of CNATI in excess of Base CNATI;
(F) if ROA is at least 1.25% but no grea ter than
1.499%, the Bonus Pool shall equal (x) 12.5% of
Base CNATI plus (y) 16% of CNATI in excess of
Base CNATI; and
(G) if ROA is 1.5% or more, the Bonus Pool shall
equal 16% of CNATI.
(b) Allocation of Bonus Pool. As soon as practicable
but no later than sixty (60) days following the certifi
cation of the Company's financial statements in respect
of the fiscal year of the Company ending June 30, 2000,
the Bonus Pool shall be allocated by the then most senior
executive among Messrs. Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx,
Xxxx Xxxxxxx and Xxxxx Xxxx, in such individual's sole
discretion, between (i) the Senior Executive Group,
consisting of Messrs. Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx,
Xxxx Xxxxxxx and Xxxxx Xxxx, and (ii) the Executive
Group, consisting of the Chief Financial Officer, any
Executive Vice President and such other employees of the
Company as the Chairman shall in his discretion desig
nate; provided, however, that no less than 5% of the
Bonus Pool shall be allocated to the Executive Group.
Except as hereinbelow provided, onefourth (1/4) of that
portion of the Bonus Pool allocated to the Senior Execu
tive Group in accordance with the immediately preceding
sentence shall be allocated to each of the members of the
Senior Executive Group (such individual's allocation, the
"Bonus"), and that portion of the Bonus Pool allocated to
the Executive Group in accordance with the immediately
preceding sentence shall be allocated among the members
of the Executive Group as determined by the Chairman in
his sole discretion. If the employment of the Executive
is terminated by the Company without Cause or by the
Executive with Good Reason, he shall be entitled to
receive 100% of his Bonus at such time as the Bonus
otherwise becomes payable. If the employment of the
Executive is terminated by the Company for Cause or by
the Executive without Good Reason (A) during the first
year of the Term, the Executive's right to receive any
portion of the Bonus shall be forfeited or (B) during the
second year of the Term, he shall be entitled to receive,
at such time as the Bonus otherwise becomes payable, an
amount equal to onehalf (1/2) of the Bonus otherwise
attributable to him. In the event that, prior to Febru
ary 1, 1999, the Company offers to the Executive an
extension of his employment for at least one (1) year
following the end of the Term on terms substantially
similar to those provided herein and the Executive does
not accept such offer, the Executive shall be entitled to
receive, at the time such Bonus otherwise becomes pay
able, an amount equal to twothirds (2/3) of the Bonus
otherwise attributable to him. In the event that, prior
to February 1, 1999, the Company does not offer to the
Executive an extension of his employment for at least one
(1) year following the end of the Term on terms substan
tially similar to those provided herein, the Executive
shall be entitled to receive, at the time such Bonus
otherwise becomes payable, an amount equal to fivesixths
(5/6) of the Bonus otherwise attributable to him. Any
portion of the Bonus not paid to the Executive by opera
tion of this Agreement shall be allocated in such amounts
and to such employees as the Board of Directors may in
its discretion determine.
(c) Payment of Bonuses. The bonus determined pursu
ant to this Section 6 shall be paid to the Executive not
less than ten (10) business days following the alloca
tions described in subparagraph (b) hereof; provided,
however, that to the extent that the determination of
CNATI set forth in subparagraph (a) hereof includes
income accrued as a result of securitizations effected
during the Bonus Period commencing with the securitiza
tion designated by the Company as "1997-1," that portion
of the Bonus Pool allocated to such income will be paid
only when and to the extent that cash is released to the
Company from the reserve fund or funds applicable to such
securitizations. The Company's obligation to pay the
Executive the Bonus accrued pursuant to this Section 6
shall survive the termination of this Agreement.
7. Benefits.
(a) Throughout the Term, the Executive shall be
eligible to participate in any pension, profitsharing,
stock option or similar plan or program of the Company
now existing or established hereafter for the benefit of
its employees generally, to the extent that he is eligi
ble under the general provisions thereof. The Executive
shall also be entitled to participate in any group insur
ance, hospitalization, medical, health and accident,
disability or similar or nonsimilar plan or program of
the Company now existing or established hereafter for the
benefit of its employees or executives generally, to the
extent that he is eligible under the general provisions
thereof. To the extent that it can be accomplished
without cost to the Company above that payable in respect
of other senior officers of the Company, the benefits
under such plans and programs shall be at least equiva
lent to the benefits available to the Executive under
plans and programs in which he was participating on
January 1, 1994. To the extent that the foregoing plans
and programs do not provide the Executive with disability
insurance providing a maximum benefit level of at least
$10,000 per month, the Company shall supplement such
plans and programs to provide such coverage.
(b) The Company shall reimburse the
Executive in a monthly amount not to exceed $1,000 in
respect of the cost of leasing or purchasing an automo
bile to be used by him in connection with the Company's
business. In addition, the Company shall be responsible
for all reasonable costs of operating, repairing, main
taining and insuring such automobile.
(c) The Company shall provide the Executive with a
policy of term life insurance in an amount equal to five
(5) times his annual salary (or, in the Executive's
discretion, any other form or amount of life insurance at
an annual premium cost to the Company not in excess of
the annual premium for such a policy providing five (5)
times his annual salary of term life insurance), payable
to such beneficiary or such beneficiaries as shall be
designated in writing by the Executive. Such policy
shall be owned by the Executive or any person or entity
designated by him. Any incremental increase in the
premium cost arising by virtue of the Executive being
uninsurable at standard rates shall be paid by the Execu
tive.
(d) In the event that the Executive shall die prior
to the end of the Term, then, as an additional death
benefit, the Company shall pay to the Executive's benefi
ciary or beneficiaries, as the Executive shall have
indicated in writing to the Company (or, if no such
beneficiary has been designated, to the Executive's
estate), an amount equal to onehalf (1/2) of the Execu
tive's annual salary in effect at the time of the Execu
tive's death, pursuant to the terms of this Agreement.
Such death benefit shall be paid (i) in addition to any
sum otherwise required to be paid to such beneficiary or
to the Executive's estate by the Company and (ii) in six
(6) equal consecutive monthly installments, commencing on
the first date following the Executive's death that the
Executive would have otherwise received a salary payment
hereunder if the Executive had survived.
(e) In the event the Company shall cause the Execu
tive to relocate to offices not within reasonable commut
ing distance of his then current residence, the Executive
shall be entitled to receive full reimbursement from the
Company for all customary expenses incurred in connection
with the Executive's moving his residence to a location
within reasonable commuting distance of such new office
location. Such expenses shall include but not be limited
to the costs of moving, packing and storing the Execu
tive's personal effects, real estate brokerage fees and
legal and other incidental costs. In addition, provided
that the Executive is making a reasonably diligent effort
to sell his then current residence at a price established
in good faith based upon then current market conditions
in the immediate vicinity, pending the Executive's sale
of his then current residence the Company shall make
available to the Executive appropriate living facilities
maintained by the Company in the vicinity of the new
office location and shall reimburse the cost of traveling
once a week between such residence and office locations.
The Company shall further reimburse the Executive upon
sale of such residence for the amount, if any, by which
the net proceeds from such sale (after brokerage, legal
and other incidental closing costs) are less than the
costs to the Executive of such residence, including any
improvements thereto. The Company shall further pay the
Executive an amount equal to the federal, state and local
income taxes due (at the highest marginal brackets then
in effect) from the Executive with respect to all amounts
payable by the Company pursuant to this subsection (e) to
the extent not deductible to the Executive under the
Internal Revenue Code of 1986, as amended, and the regu
lations thereunder.
8. Termination of Executive's Employment.
(a) Notwithstanding any provisions contained herein
to the contrary, the Executive's employment may be termi
nated by the Company upon the Executive's death or dis
ability (as defined below) or for Cause (as defined
below), and the Executive may terminate his employment
for Good Reason (as defined below);
(b) For purposes of this Agreement, "disability"
shall mean the Executive is mentally or physically dis
abled from properly and fully performing his duties and
responsibilities hereunder for a period of 120 consecu
tive days or for 180 days, even though not consecutive,
within any 360day period, all as evidenced by the written
certification of a qualified medical doctor agreed to by
the Company and the Executive or, in the absence of such
agreement, by a doctor selected by the agreement of a
qualified medical doctor selected by each of the Company
and the Executive;
(c) For purposes of this Agreement, "Cause" shall
mean: (i) the conviction of the Executive of a felony by
a federal or state court of competent jurisdiction; (ii)
the continued failure by the Executive to substantially
perform the Executive's duties with the Company (other
than any such failure resulting from the Executive's
incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a
notice of termination for Good Reason by the Executive)
after a written demand for substantial performance is
delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board
believes that the Executive has not substantially per
formed his duties, (iii) the engaging by the Executive in
conduct which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise,
or (iv) the engaging by the Executive in an actual act of
dishonesty intended to result in gain to the Executive at
the expense of the Company. In no event shall Cause be
deemed to include any action or inaction on the part of
the Executive undertaken in good faith, consistent with
his fiduciary duties to the Company, which are within the
"business judgement rule" as such rule or embodiment
thereof has been interpreted in accordance with the laws
of the applicable jurisdiction.
A notice of termination for Cause shall in
clude a copy of a resolution duly adopted by the affirma
tive vote of a majority of the entire membership of the
Board (not including the Executive) at a meeting of the
Board which was called and held for the purpose of con
sidering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together
with the Executive's counsel, to be heard before the
Board) finding that, in the good faith opinion of the
Board, the Executive was guilty of conduct set forth in
the immediately preceding paragraph, and specifying the
particulars thereof in detail.
(d) For purposes of this Agreement, "Good Reason"
shall mean any of the following: (i) the assignment to
the Executive of duties inconsistent with the Executive's
position, duties, responsibilities, titles or offices as
described herein, (ii) any material reduction by the
Company of the Executive's duties or responsibilities
(including the appointment, without the Executive's
consent, of an executive officer senior to him), (iii)
any reduction by the Company of the Executive's compensa
tion as set forth in Paragraphs 4, 5, 6 or 7 hereof (it
being understood that a reduction of benefits applicable
to all executives of the Company (including the Execu
tive) shall not be deemed a reduction of the Executive's
compensation package for purposes of this definition) or
(iv) requiring the Executive to be based without his
consent at a location not within reasonable commuting
distance of his then current residence.
(e) In the event that the Executive's employment
hereunder is terminated as a result of death, disability
or by the Company for Cause, or by the Executive without
Good Reason, or in the event that this Agreement is not
renewed or extended at the end of the Term, then the
Company shall have no further obligations or liabilities
to the Executive hereunder, such that all benefits and
salary (but not the Company's obligation to pay the
Executive's Bonus) provided for within this Agreement
(except for any death or disability benefits that would
otherwise continue past the date of such termination)
shall terminate simultaneously with the termination of
the Executive's employment except for benefits and salary
earned and accrued through the date of such termination.
Nothing in this subsection (e) shall supersede any rights
of the Executive to receive any amounts or benefits
otherwise due to him upon the occurrence of any of the
events described in the immediately preceding sentence,
whether such rights are created by this Agreement or
otherwise.
(f) In the event that the Executive's employment
hereunder is terminated by the Company other than for
Cause, death, disability, or because the Agreement has
not been renewed or extended, or by the Executive for
Good Reason, the Company shall continue to provide the
Executive with the salary, bonus and benefits enumerated
in Paragraphs 4, 6 and 7 hereof, respectively, at the
levels in effect immediately prior to such termination
(or, if applicable, the occurrence of the event consti
tuting Good Reason), for the remainder of the Term (such
period, the "Severance Period"). In addition, following
the Severance Period, the Executive shall continue to be
entitled to receive payment of the Bonus earned in accor
dance with Section 6 hereof.
(g) If the Executive's employment hereunder is termi
nated under Section 8(f) hereof, the Executive shall be
required to mitigate damages; provided, however, that the
Executive shall not be required to accept employment that
requires him to perform duties inconsistent with those of
a senior executive officer or professional at a level for
which he is qualified by reason of experience and educa
tion. Any salary, bonus and benefits (to the extent
provided at no additional cost to the Executive) received
by the Executive during or with respect to the Severance
Period and attributable to services rendered by the
Executive to persons or entities other than the Company
shall be applied to reduce the Company's obligation to
make payments and provide benefits attributable to peri
ods after such termination.
9. Stock Options. (h) Effective as of the date hereof,
options to purchase an aggregate of 150,000 shares of
common stock of the Company previously awarded under the
Company's 1994 Stock Option Plan (as amended) (the "1994
Plan") shall be cancelled to the Company. In consider
ation for such cancellation, the Compensation Committee
of the Board shall, effective as of the date hereof,
grant to the Executive an option to purchase 111,423
Shares (as defined in the 1994 Plan) under the terms set
forth in the 1994 Plan, except as provided below:
Option exercise price per share: $2.50;
Term of Option: 10 years from the date of grant;
and
Termination of Employment: if the Executive's
employment hereunder is terminated by the Company
other than for Cause or by the Executive for Good
Reason (as such terms are defined herein), the
option shall remain exercisable, to the extent
exercisable as of the effective date of such
termination, for a period of the lesser of (1) 1
year following the effective date of such termi
nation and (2) the original term of such option.
(i) In addition, effective as of the date
hereof, options to purchase an aggregate of 25,000 shares
of common stock of the Company previously awarded under
the Company's 1996 Stock Option Plan (as amended) (the
"1996 Plan") shall be cancelled to the Company. In
consideration for such cancellation, the Compensation
Committee of the Board shall, effective as of the date
hereof, grant to the Executive an option to purchase
18,577 Shares (as defined in the 1996 Plan) under the
terms set forth in the 1996 Plan, except that provisions
in respect of the option exercise price, term and exerci
sability of such option set forth above in subsection (a)
of this Section 9 shall also apply to the option granted
hereunder.
9. Covenants of the Executive.
(a) The Executive acknowledges that his employment by
the Company will throughout his employment bring him into
close contact with many confidential affairs of the
Company, including information about costs, profits,
markets, sales, key personnel, pricing policies, opera
tional methods, and other business affairs, methods and
information, including plans for future developments, not
readily available to the public. The Executive further
acknowledges that the services to be performed under this
Agreement are of a special, unique, unusual, extraordi
nary and intellectual character, and that the Company
currently competes or intends to compete with other
organizations that are located in all of the states of
the United States. In recognition of the foregoing, the
Executive covenants and agrees that:
(i) he will not knowingly divulge any material
confidential matters of the Company which are not other
wise in the public domain and will not intentionally
disclose them to anyone outside of the Company during his
employment by the Company hereunder, other than in the
proper performance of the duties contemplated herein, or
following the expiration or termination for any reason of
his employment with the Company;
(ii) he will deliver promptly to the Company upon the
termination of his employment, or at any other time the
Company may so request, at the Company's expense, all
memoranda, notes, records, reports and other documents
(and all copies thereof) relating to the businesses of
the Company which he obtained while employed by, or
otherwise serving or acting on behalf of, the Company, or
any of its subsidiaries or affiliates, and which he may
then possess or have under his control; and
(iii) for so long as the Executive continues to
receive salary from the Company, whether under the terms
of this Agreement or otherwise (including, but not lim
ited to, the duration of the Severance Period), the
Executive will not, unless the Board shall otherwise
consent, alone or together with any other person, firm,
partnership, corporation or other entity whatsoever
(except any subsidiaries or affiliates of the Company),
directly or indirectly, whether as an officer, director,
stockholder, partner, proprietor, associate, employee,
representative, public relations or advertising represen
tative, management consultant or otherwise:
(A)(A) engage in or
(B) become or be interested in or associated with
any other person, corporation, firm, partnership or other
entity whatsoever engaged in any business which is com
petitive with any business conducted or contemplated by
the Company (a "Similar Business").
(b) Notwithstanding the provisions of subsection
(a)(iii) of this Paragraph 10, the Executive may own, as
an inactive investor, securities of a corporation engaged
in a competitive line of business whose equity securities
are registered under Section 12(b) or 12(g) of the Ex
change Act, so long as his beneficial ownership in any
one such corporation shall not in the aggregate consti
tute more than five percent (5%) of any class of equity
securities of such corporation.
(c) As a separate and independent covenant, the
Executive agrees that during the Term, including any
extensions or renewals therof, and for a period of six
months thereafter, the Executive will not, without the
consent of the Company (which consent shall not be unrea
sonably withheld) in any way, directly or indirectly, for
the purpose of conducting or engaging in any Similar
Business, call upon, solicit, advise or otherwise do, or
attempt to do, business with any clients, customers or
accounts of the Company (including for such purposes any
subsidiaries of the Company) with whom the Exeuctive had
any dealings during the course of the Executive's employ
ment with the Company or any of its affiliates or inter
fere or attempt to interfere with any officers, employ
ees, representatives or agents of the Company, or induce
or attempt to induce any of them to leave the employ of
or violate the terms of their contracts with the Company.
(d) The Executive agrees that the remedy at law for
any breach or threatened breach of any covenant contained
in this Paragraph 10 will be inadequate and that the
Company, in addition to such other remedies as may be
available to it, at law or in equity, shall be entitled
to injunctive relief without bond or other security.
10. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of
the State of New York applicable to contracts executed in
and to be performed solely within such state.
11. Notices. All notices required or permitted
to be given by either party hereunder, including notice
of change of address, shall be in writing and delivered
by hand, or mailed, postage prepaid, certified or regis
tered mail, return receipt requested, to the other party
as follows:
If to the Company:
The Aegis Consumer Funding Group, Inc.
000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxxx
Vice Chairman and General Counsel
If to the Executive:
Xxxxxx X. Xxxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
12. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the
subject matter hereof and supersedes any and all prior
oral or written agreements and understandings; however,
this Agreement shall not supersede, diminish or modify
any rights of the Executive under any employee benefit
plans of the Company. There are no oral promises, condi
tions, representations, understandings, interpretations
or terms of any kind as conditions or inducements to the
execution hereof or in effect among the parties. This
Agreement may not be amended, and no provision hereof
shall be waived, except by a writing signed by the Com
pany and the Executive, or in the case of a waiver, by
the party waiving compliance therewith, which states that
it is intended to amend or waive a provision of this
Agreement. Any waiver of any rights or failure to act in
a specific instance shall relate only to such instance
and shall not be construed as an agreement to waive any
rights or failure to act in any other instance, whether
or not similar.
(b) Further Acts. The parties hereto agree that,
after the execution of this Agreement, they will make,
do, execute or cause to be made, done or executed all
such further and other lawful acts, deeds, things, de
vices, conveyances and assurances in law whatsoever as
may be required to carry out the true intention and to
give full force and effect to this Agreement.
(c) Severability. Should any provision of this
Agreement be held by a court of competent jurisdiction to
be unenforceable or prohibited by an applicable law, this
Agreement shall be considered divisible as to such provi
sion, which shall be inoperative, and the remainder of
this Agreement shall be valid and binding as though such
provision were not included herein.
(d) Successors and Assigns. This Agreement shall
inure to the benefit of, and be binding upon, the Company
and any corporation with which the Company merges or
consolidates or to which the Company sells all or sub
stantially all of its assets, and upon the Executive and
his executors, administrators, heirs and legal represen
tatives.
(e) Headings. All headings in this Agreement are for
convenience only and are not intended to affect the
meaning of any provision hereof.
(f) Counterparts. This Agreement may be executed in
two or more counterparts with the same effect as if the
signatures to all such counterparts were upon the same
instrument, and all such counterparts shall constitute
but one instrument.
(g) Costs of the Agreement. The Company agrees to
reimburse the Executive for all of the costs of negotiat
ing and drafting this Agreement, including the reasonable
fees and expenses of the Executive's attorneys, such
reimbursement to be paid whether or not this Agreement
becomes effective.
IN WITNESS WHEREOF, the Executive has executed this
Agreement and the Company has caused this Agreement to be
executed by its duly authorized officer as of the day and
year first above written.
THE AEGIS CONSUMER FUNDING GROUP, INC.
By:
Name:
Title:
Xxxxxx X. Xxxxxxxx
