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EXECUTIVE EMPLOYMENT CONTRACT
THIS AGREEMENT made as of July 1, 1998 by and between PMC Capital,
Inc., a Florida Corporation with its principal places of business in Dallas,
Dallas County, Texas, hereinafter referred to as the "CORPORATION", and Xxx X.
Xxxxx, hereinafter referred to as "EXECUTIVE".
WITNESSETH THAT:
In consideration of the promises herein contained, the parties hereto
mutually agree as follows:
1. Employment: The Corporation hereby employs the Executive as its
Executive Vice President and Chief Investment Officer with such powers and
duties as may be specified by the Board of Directors. The Executive hereby
accepts employment upon the terms and conditions as hereinafter set forth.
2. Terms: Subject to the provisions for termination as hereinafter
provided, the term of this Agreement shall begin immediately and shall terminate
on the earlier of (i) the Executive's seventieth (70th) birthday or (ii) July
31, 2001 or such later date as determined by the Board of Directors. The term of
this Executive Employment Contract may be extended annually by the Board of
Directors.
3. Compensation: For all services rendered by the Executive under this
contract, the Executive shall be paid at a minimum at the annual rate effective
as of July 1, 1998. The rate may be increased by the Board at their discretion.
The preceding is payable pursuant to the normal payroll practices of the
Corporation.
The Board of Directors may consider bonus compensation for the
Executive if the performance of PMC Capital, Inc. and the Executive justifies
such bonus compensation.
EXHIBIT 10.4 Page 1 of 7
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4. Authorized Expenses: The Executive is authorized to incur reasonable
expenses for the promotion of the business of the Corporation. The Corporation
will reimburse the Executive for all such reasonable expenses upon the
presentation by the Executive, from time to time, of an itemized account of such
expenditures.
The Executive shall be entitled to such additional and other fringe
benefits as the Board of Directors shall from time to time authorize, including
but not limited to: A) health insurance coverage for the Executive, his wife and
minor children; B) a monthly automotive allowance of $450, whereby the Executive
is to provide an automobile to be utilized for his own company needs. All
maintenance, insurance etc. (excluding fuel) will be the responsibility and
expense of the Executive.
5. Extent of Services: The Executive shall devote a substantial portion
of business time, attention and energies to the business of the Corporation, and
shall not, during the term of this Agreement engage in any other business
activities, whether or not such activities are pursued for gain, profit or other
pecuniary advantage. This provision is not meant to prevent him from A) devoting
reasonable time to civic or philanthropic activities or B) investing his assets
in such form or manner providing that it does not require any substantial
services on the part of the Executive that will interfere with the Executive's
employment pursuant to this Agreement. Executive's employment is considered as
full-time.
6. Working Facilities: The Executive shall be furnished with such
facilities and services suitable to his position and adequate for the
performance of his duties.
EXHIBIT 10.4 Page 2 of 7
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7. Duties: The Executive is employed in an executive and supervisory
capacity and shall perform such duties consistent herewith as the Board of
Directors of the Corporation shall from time to time specify. The precise
services of the Executive may be extended or curtailed, from time to time, at
the discretion of the Board of Directors of the Corporation.
8. Disclosure of Information: The Executive recognizes and acknowledges
that the Corporation's operating procedures or service techniques are valuable,
special and unique assets of the Corporation's business. The Executive will not,
during or after the term of his employment, disclose the list of the
Corporation's operating procedures, or service techniques to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever.
In the event of breach or threatened breach by the Executive of the provisions
of this paragraph, the Corporation shall be entitled to an injunction retraining
any such breach. Nothing herein shall be construed as prohibiting the
Corporation from pursuing any other remedies available to the Corporation for
such breach or threatened breach, including the recovery of damages from the
Executive.
9. Vacations: The Executive shall be entitled each year to a vacation
in accordance with the vacation policy of the Company.
10. Disability: If the Executive is unable to perform his services by
reason of illness or total incapacity, he shall receive his full salary for one
(1) year of said total incapacity through coordination of benefits with any
existing disability insurance program provided by the Corporation ( a reduction
in salary by that amount paid by any company provided insurance). Should said
Executive be totally incapacitated beyond a one-year period, so that he is not
able to devote full time to his employment with said Corporation, then this
Agreement shall terminate.
11. Death During Employment: If the Executive dies during the term of
employment and has not attained the age of seventy years old, the Corporation
and/or any third party insurance
EXHIBIT 10.4 Page 3 of 7
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provided by the Corporation, through a coordination of benefits, shall pay the
estate of the Executive a death benefit equal to two times the Executive's
annual salary. In the event the Executive receives death benefits payable under
any group life insurance policy issued to the Corporation, the Corporation's
liability under this clause will be reduced by the amount of the death benefit
paid under such policy. The Corporation shall pay any remaining death benefits
to the estate of the Executive over the course of twenty four (24) months in the
same manner and under the same terms as the Executive would have been paid if he
had still been working for the Corporation. The estate of the Executive will
also be paid any accumulated vacation pay. Such payments pursuant to this
paragraph shall constitute the full compensation of said Executive and he and
his estate shall have no further claim for compensation by reason of his
employment by the Corporation.
12. Assignment: The acts and obligations of the Corporation under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Corporation.
13. Invalidity: If any paragraph or part of this Agreement is invalid,
it shall not affect the remainder of this Agreement but the remainder shall be
binding and effective against all parties.
14. Additional Compensation: If the Corporation's stock is purchased by
an outside party and/or the present Board of Directors is removed, this
agreement will survive such changes in full force and stead. If the new Board of
Directors asks the Executive to resign or substantially modify the duties or
working conditions of the Executive so that such duties or working conditions
would not be in accordance with the spirit of this agreement, then Executive
could resign and be entitled to 2.99 times the average of (i) the last five (5)
years compensation paid to Executive or (ii) such Executive has not been
employed five (5) years, the average annual salary since commencement of this
contract. Executive will be paid such sum in the form as he deems appropriate at
that time.
EXHIBIT 10.4 Page 4 of 7
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However, all payments made pursuant to this paragraph must be in accordance with
the applicable provisions of the Internal Revenue Code and the Executive will
not collect if it is in violation of the law.
15. Termination: The Corporation cannot terminate this agreement except
for: 1) the intentional, unapproved misuse of Corporate funds 2) professional
incompetency, or 3) willful neglect of duties or responsibilities.
16. Remedies for Breach: Because damages would be difficult to
estimate, Corporation agrees to pay to the Employee, in case Employer shall
violate this contract of service by dismissing Employee without just cause
before the end of the term hereof, as liquidated damages and not as a penalty
for such breach, a sum of money equal to the amount of compensation which
Employee might have earned from the date of such breach to the end of the term
hereof, as if Employee had been permitted fully to perform the terms of this
Agreement.
17. Indemnification: The Corporation hereby agrees to indemnify and
hold the Executive harmless from any loss for any corporate undertaking, as
contemplated in Paragraph 7 herein, whereby a claim, allegation or cause of
action shall be made against the Executive in the performance of his contractual
duties. Said indemnification shall include but not be limited to reasonable cost
incurred in defending the Executive in his faithful performance of contractual
duties.
18. Entire Agreement: This contract embodies the whole Agreement
between the parties hereto and there are no inducements, promises, terms,
conditions or obligations made or entered into by the Corporation or the
Executive other than contained herein. This contract may not be changed except
in writing.
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IN WITNESS WHEREOF, the parties here hereunto signed and sealed this
Agreement the date first above written.
Signed, Sealed and Delivered "Corporation"
In the presence of: PMC Capital, Inc.
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By: Xxxxx X. Xxxxxxxx
President
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"EXECUTIVE"
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By: Xxx X. Xxxxx,
Executive Vice President
and Chief Investment Officer
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(CORPORATE SEAL)
EXHIBIT 10.4 Page 6 of 7
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Xxx X. Xxxxx
Contract Addendum
Executive shall be entitled to the following vacation benefits:
Years of Company Service Number of Weeks
0-5 3
Excess of 5 but less than 10 4
Excess of 10 5
If, at the end of an employment years, the executive has vacation time
remaining, he/she will be paid for such time. Payment shall be limited to no
greater than the salary that would have been paid for half the number of days
available for that year.
Vacation time cannot be carried over from one year to another.
Scheduling of vacation days requires prior approval from the President
This Contact Addendum is effective January 1, 1997.
Executive
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Approval
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EXHIBIT 10.4 Page 7 of 7
