D AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREE
MENT, by and between THE AEGIS CONSUMER
FUNDING GROUP, INC., a Delaware corpora-
tion, with offices at 000 Xxxxxxxxxx
Xxxx., Xxxxxx Xxxx, Xxx Xxxxxx 00000
(the "Company"), and XXXXXX X. XXXXXXXX,
residing at 000 Xxxxxxx Xxxx, Xxxxxx
Xxxxxx, Xxx Xxxx 00000 (the "Execu-
tive"), 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"), pursu
ant to which the Executive holds the
office of President;
WHEREAS, the Company has deter
mined that it is in its best interest
and that of its stockholders to recog-
nize 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 stockholders 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 condi
tions of the Executive'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 contin
ued employment by the Company, subject
to the terms and conditions herein set
forth.
2. Term. The term of the Exec
utive's employment hereunder shall com
mence as of April 1, 1997 (the "Effec-
tive 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 supervisory 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
President.
(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 provide the
Executive with his own office space and
appropriate administrative or clerical
assistance, all in a location reasonably
appropriate to enable the Executive to
fulfill his duties, and each commen-
surate with the Executive's position,
duties and responsibilities.
(c) It is hereby
acknowledged that, subject to Paragraph
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 performed
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
practices. 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 there-
for.
The Executive acknowledges, with
respect to the loan (the "Advance") made
by the Company to the Executive in
accordance with the provisions of that
certain amendment, dated as of April 22,
1996, to the Prior Agreement, that
(i) as no bonus shall become due to the
Executive with respect to the Company's
fiscal year ending June 30, 1997, the
Advance shall be used as an offset
against the Bonus (as defined under
Section 6 hereof) to which the Executive
may become entitled, and (ii) the terms
of the repayment of the Advance shall
otherwise remain in full force and
effect. In the event that the Execu
tive's employment hereunder is termi
nated by the Company without Cause or by
the Executive for Good Reason (as each
such term is defined in Section 8
hereof), the Advance shall be a non-
recourse loan to the extent the Bonus is
insufficient to repay the Advance.
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 mutually 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 purposes 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 bonuses paid or payable
hereunder; (B) reduced to eliminate
any gain accrued on sales in such
fiscal year with respect to securi-
tization, whether or not any such
securitization was effected in such
fiscal year; (C) increased or
reduced without duplication, to give
effect to net cash received or
disbursed in connection with
securitizations; (D) adjusted to
eliminate any income attributable to
securitization of assets by the Com
pany prior to the securitization
designated as "97-1"; 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 ag
gregating the total weighted average
of assets owned by the Company dur
ing the Bonus Period, whether such
assets are owned by the Company (in
cluding 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 pur-
pose vehicle" shall be a corporation
or other entity created for the pur
pose of effecting securitizations in
which the Company has a retained
interest or which have recourse to
the Company and which are not other-
wise reflected as consolidated sub
sidiaries 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 di
viding 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 greater
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 greater
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 greater
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
certification 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, consist-
ing 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 designate;
provided, however, that no less than 5%
of the Bonus Pool shall be allocated to
the Executive Group. Except as herein-
below provided, one-fourth (1/4) of that
portion of the Bonus Pool allocated to
the Senior Executive Group in accordance
with the immediately preceding sentence
shall be allocated to each of the mem-
bers 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 Com
pany 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 pay-
able. If the employment of the Execu
tive 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 for
feited or (B) during the second year of
the Term, he shall be entitled to re
ceive, at such time as the Bonus other
wise becomes payable, an amount equal to
one-half (1/2) of the Bonus otherwise
attributable to him. In the event that,
prior to February 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 enti-
tled to receive, at the time such Bonus
otherwise becomes payable, an amount
equal to two-thirds (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 Execu-
tive an extension of his employment for
at least one (1) year following the end
of the Term on terms substantially simi-
lar to those provided herein, the Execu-
tive shall be entitled to receive, at
the time such Bonus otherwise becomes
payable, an amount equal to five-sixths
(5/6) of the Bonus otherwise attribut
able to him. Any portion of the Bonus
not paid to the Executive by operation
of this Agreement shall be allocated in
such amounts and to such employees as
the Board of Directors may in its dis
cretion determine.
(c) Payment of Bonuses.
The bonus determined pursuant to this
Section 6 shall be paid to the Executive
not less than ten (10) business days
following the allocations 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 com
mencing with the securitization desig
nated 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 case 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, profit-shar-
ing, 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 eligible under the general
provisions thereof. The Executive shall
also be entitled to participate in any
group insurance, 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 equivalent to the benefits
available to the Executive under plans
and programs in which he was par-
ticipating 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
automobile to be used by him in connec-
tion with the Company's business. In
addition, the Company shall be responsi-
ble for all reasonable costs of
operating, repairing, maintaining and
insuring such automobile.
(c) The Company shall
provide the Executive with a policy of
term life insurance in an amount equal
to $1 million (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 provid-
ing $1 million 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 Executive.
(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 beneficiary 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 one-half (1/2) of the
Executive's annual salary in effect at
the time of the Executive's death, pur
suant 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 Executive to
relocate to offices not within reason-
able commuting distance of his then
current residence, the Executive shall
be entitled to receive full xxxx-
bursement 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
Executive'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 avail-
able to the Executive appropriate living
facilities maintained by the Company in
the vicinity of the new office location
and shall reimburse the cost of travel
ing 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 con
trary, the Executive's employment may be
terminated by the Company upon the Exec
utive's death or disability (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
disabled from properly and fully per
forming his duties and responsibilities
hereunder for a period of 120 consecu-
tive days or for 180 days, even though
not consecutive, within any 360-day
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 per
form the Executive's duties with the
Company (other than any such failure
resulting from the Executive's incapac
ity due to physical or mental illness or
any such actual or anticipated failure
after the issuance of a notice of termi
nation for Good Reason by the Executive)
after a written demand for substantial
performance is delivered to the Execu
tive by the Board, which demand specifi
cally identifies the manner in which the
Board believes that the Executive has
not substantially performed his duties,
(iii) the engaging by the Executive in
conduct which is demonstrably and mate
rially 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 "busi
ness judgement rule" as such rule or
embodiment thereof has been interpreted
in accordance with the laws of the ap
plicable jurisdiction.
A notice of termination for
Cause shall include a copy of a resolu
tion duly adopted by the affirmative
vote of a majority of the entire member
ship of the Board (not including the
Executive) at a meeting of the Board
which was called and held for the pur
pose of considering such termination
(after reasonable notice to the Execu-
tive and an opportunity for the Execu
tive, 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 Execu
tive's duties or responsibilities (in
cluding the appointment, without the
Executive's consent, of an executive
officer senior to him other than the
Chairman of the Board, the Vice Chairman
or the Chief Executive Officer), (iii)
any reduction by the Company of the
Executive's compensation 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 Executive) shall
not be deemed a reduction of the Execu
tive's compensation package for purposes
of this definition) or (iv) requiring
the Executive to be based without his
consent at a location not within rea-
sonable commuting distance of his then
current residence.
(e) In the event that
the Executive's employment hereunder is
terminated as a result of death, dis-
ability 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 Com
pany's obligation to pay the Executive's
Bonus) provided for within this Agree-
ment (except for any death or disability
benefits that would otherwise continue
past the date of such termination) shall
terminate simultaneously with the termi
nation 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 Para-
graphs 4, 6 and 7 hereof, respectively,
at the levels in effect immediately
prior to such termination (or, if
applicable, the occurrence of the event
constituting 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 accordance with Section 6 hereof.
(g) If the Executive's
employment hereunder is terminated under
Section 8(f) hereof, the Executive shall
be required to mitigate damages; provid-
ed, 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 rea
son of experience and education. Any
salary, bonus and benefits (to the ex
tent 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 obliga
tion to make payments and provide bene
fits attributable to periods after such
termination.
9. Stock Options. (a)
Effective as of the date hereof,
options to purchase an aggregate of
300,000 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 259,695 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 termination and
(2) the original term of such
option.
(b) In addition, effective
as of the date hereof, options to pur-
chase an aggregate of 35,000 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 30,305 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 exercisability
of such option set forth above in
subsection (a) of this Section 9 shall
also apply to the option granted hereun-
der.
10. 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, operational methods,
and other business affairs, methods and
information, including plans for future
developments, not readily available to
the public. The Executive further ac-
knowledges that the services to be per
formed under this Agreement are of a
special, unique, unusual, extraordinary
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
otherwise 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 contem-
plated herein, or following the ex
piration or termination for any rea
son 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 Sever
ance Period), the Executive will
not, unless the Board shall other-
wise consent, alone or together with
any other person, firm, partnership,
corporation or other entity what-
soever (except any subsidiaries or
affiliates of the Company), directly
or indirectly, whether as an offi-
cer, director, stockholder, partner,
proprietor, associate, employee,
representative, public relations or
advertising representative, man-
agement consultant or otherwise:
(A) engage in or
(B) become or be inter
ested in or associ-
ated with any other
person, corporation,
firm, partnership or
other entity whatso
ever engaged in
any business which is competitive
with any business conducted or con
templated 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 competi
tive line of business whose equity secu
rities are registered under Section
12(b) or 12(g) of the Exchange Act, so
long as his beneficial ownership in any
one such corporation shall not in the
aggregate constitute 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 unreasonably 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 employment with the Company
or any of its affiliates or interfere or
attempt to interfere with any officers,
employees, 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 con-
tracts with the Company.
(d) The Executive agrees
that the remedy at law for any breach or
threatened breach of any covenant con
tained 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.
11. Governing Law. This Agree
ment 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.
12. Notices. All notices
required or permitted to be given by
either party hereunder, including notice
of change of address, shall be in writ
ing and delivered by hand, or mailed,
postage prepaid, certified or registered
mail, return receipt requested, to the
other party as follows:
If to the Company: The Aegis Consumer Fund
ing Group, Inc.
000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Chairman of the Board
If to the Executive: Xxxxxx X. Xxxxxxxx
000 Xxxxxxx Xxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
13. Miscellaneous.
(a) Entire Agreement.
This Agreement constitutes the entire
agreement among the parties with respect
to the subject matter hereof and super
sedes any and all prior oral or written
agreements and understandings; however,
this Agreement shall not supersede, dimin-
ish or modify any rights of the Executive
under any employee benefit plans of the
Company. There are no oral promises,
conditions, representations, under-
standings, 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
Company 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 exe
cution 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, devices, 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 applica-
ble law, this Agreement shall be consid
ered divisible as to such provision, 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 As
signs. This Agreement shall inure to the
benefit of, and be binding upon, the Com
pany and any corporation with which the
Company merges or consolidates or to which
the Company sells all or substantially all
of its assets, and upon the Executive and
his executors, administrators, heirs and
legal representatives.
(e) Headings. All head
ings 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 Agree
ment. The Company agrees to reimburse the
Executive for all of the costs of
negotiating and drafting this Agreement,
including the reasonable fees and expenses
of the Executive's attorneys, such xxxx-
bursement to be paid whether or not this
Agreement becomes effective.
IN WITNESS WHEREOF, the Executive
has executed this Agreement and the Com
pany has caused this Agreement to be exe
cuted 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
