Exhibit 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated this 29th day of March,
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1996, is between Xxxxxxx X. Xxxx, Xx. (hereinafter called "Employee") and
Colorado Business Leasing, Inc. (hereinafter called "Employer").
RECITALS
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WHEREAS, Employer is a leasing company; and
WHEREAS, Employee has certain skills and experience related to the business
of Employer; and
WHEREAS, in order to utilize Employee's skills and promote the business of
Employer now and in the future, and to provide opportunity and incentive to
Employee, the parties desire to enter into this Agreement on the terms and
conditions hereinafter set forth.
AGREEMENT
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NOW THEREFORE, in consideration of the mutual premises and covenants herein
contained, the sufficiency and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Employment. Employer hereby agrees to employ Employee and Employee hereby
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accepts employment from Employer as President of Employer.
2. Term. Unless sooner terminated in accordance with the provisions of this
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Agreement, the term of this Agreement shall be for a period of five years
commencing on January 16, 1996.
3. Duties. Employee shall devote adequate time and his best efforts to assure
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the efficient operation of the business of Employer and shall serve in the
capacity agreed above with the duties usually incident to such position and such
reasonable duties and responsibilities as Employer's Board of Directors may
request of him from time to time.
4. Compensation. For all services rendered by Employee under this Agreement,
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Employer shall compensate Employee the following:
(a) Employee shall receive an annual salary for the fiscal year ending
December 31, 1996, of $80,000;
(b) Employee shall receive a cash bonus in the amount of $15,000 if
Employer's net loss for the fiscal year ending December 31, 1996, does
not exceed $223,399;
(c) Employee shall receive reimbursement for his actual costs on an
automobile lease which amount shall not exceed $511.64 per month;
(d) Participation in the incentive plan for lease production developed for
the Employer, the terms of which are attached hereto as Exhibit A and
incorporated by reference herein; and
(e) Employee's annual salary for fiscal year 1997 shall be $100,700 as
provided in the business plan submitted to and approved by Colorado
Business Bankshares, Inc. Any bonus for fiscal year 1997, will be
determined by the Board of Directors of Employer based on performance
in relation to such business plan. Salary and bonus for subsequent
fiscal years shall be determined by the Board of Directors of Employer.
5. Benefits.
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(a) Insurance. Medical insurance will be provided for Employee under the
medical insurance plan maintained by the Women's Bank, N.A.(the
"Bank"), its successors and assigns, for all its full time employees.
(b) Vacation. Employee shall be entitled to vacation of twenty (20) working
days each calendar year, which shall accrue and vest annually as of
January 16, five of which vacation days may be carried forward to the
subsequent year and none of which will be payable in cash except at
termination, at which time all accrued and unused vacation for the year
in which termination takes place, up to a maximum of 25 days, will be
paid at the Employee's then current salary rate.
(c) Parking. Employer will pay for Employee's parking in the building in
which Employer's principal place of business is located, or as close as
reasonably feasible and available.
(d) Other Benefits. Employee shall be entitled to all other benefits
available to employees of the Employer and/or the Bank.
6. Termination.
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(a) At-Will. Employer may terminate Employee at any time for any reason or
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no reason.
(b) By Employee. Employee may resign his position with Employer for any
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reason or no reason by providing Employer with thirty (30) days prior
written notice of his intention to do so.
(c) Change of Control. In the event that (i) there is a change of control
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(as defined below) of the Bank, of CBB or of Employer, and (ii)
Employee's employment is
terminated within one (1) year of such change in control, then Employer
shall pay Employee a sum equal to Employee's then current annual
salary. "Change of Control" shall mean any of the following: the sale
of all, or substantially all, of the Bank's or of CBB's assets, or a
merger, consolidation, share exchange or other similar transaction to
which the Bank or CBB is a party whereby the Bank's or CBB's existing
shareholders wind up owning less than 40 percent of the voting stock of
the combined entity or the acquirer, as the case may be, or a sale of
50 percent or more of the Bank's share of Employers' capital stock.
(d) Termination Compensation. If, during the term of this Agreement,
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Employer terminates its employment of Employee, except for cause, then,
in addition to any other compensation that may be payable to Employee
pursuant to this Agreement, Employer will pay the Employee (1) an
amount equal to four months of Employee's then current annual salary,
divided into eight equal installments payable commencing on the payroll
date next scheduled following such termination, and (2) within 15 days
following such termination and on each of the seven following scheduled
payroll dates, a prorated amount of bonus, if any, that would be
payable pursuant to any program then in effect, with such prorated
amount being calculated by annualizing the year to date financial
information otherwise required to calculate such bonus, determining
what the amount of such bonus would be for the entire year, and
prorating such amount to reflect the number of days during such year
occurring prior to such termination. "For cause" shall mean (a) a
material breach of this Agreement by Employee; or (b) as a result of a
determination by the Board of Directors of Employer, acting reasonably,
that Employee has (i) committed a felony, or (ii) committed any
fraudulent act, or (iii) intentionally breached Employee's duty of
loyalty to Employer.
7. Disclosure of Information. Employee recognizes and acknowledges that
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Employer's trade secrets, confidential information, proprietary information and
processes, customer lists, marketing analysis and contracts are valuable,
special and unique assets of Employer's business, access to and knowledge of
which are essential to the performance of Employee's duties hereunder (the
"Trade Secrets"). Trade Secrets shall not include information generally known or
used by other leasing companies, and specifically does not include any form of
contract and agreement, and other forms of documents relating to those contracts
and agreements, in use for the generation and monitoring of lease and loan
transactions, nor any personal database which does not detail the customers and
terms of any leases or agreements between Employer and said customers, employed
by Employee in the course of his employment with Employer. Employee will not,
except in the ordinary course of his employment with Employer, during the term
of his employment or after termination by Employer, in whole or in part,
disclose the Trade Secrets to any person, firm, corporation or other entity
(except Employer and other parties to which Employer may have an interest in
disclosing such Trade Secrets) under any circumstances during the term of his
employment, and after termination. Employee shall consider and treat as
Employer's confidential property, all memoranda, papers, letters, formulas,
selling and pricing information, customer lists, distribution and trade
agreements, internal financial statements and
other data, and on the termination of his employment, or on demand of Employer,
at any time, to deliver same to Employer.
8. Notices. Any notice required or permitted to be given under this Agreement
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shall be sufficient and shall be deemed given when delivered to the addressee if
in writing and if hand delivered or sent by Certified Mail or reputable
overnight courier to the address of Employee or the principal office of Employer
as set forth above.
9. Further Instruments. The parties shall execute and deliver any and all
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other instruments and shall take any and all other actions as may be reasonably
necessary to carry the intent of this Agreement into full force and effect.
10. Severability. If any provision of this Agreement shall be held, declared
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or pronounced void, voidable, invalid, unenforceable or inoperative for any
reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not effect adversely
any other provisions of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms and the effect of
such holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
11. Waiver of Breach. All the rights and remedies of either party under this
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Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.
12. Assignment. The rights and obligations of Employer under this Agreement
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shall inure to the benefit of and be binding upon the successors and assigns of
Employer. This Agreement is a personal service contract, and this Agreement and
the rights and obligations of Employee hereunder may not be transferred or
assigned by Employee (including by will or by operation of law) without the
prior written consent of Employer.
13. General Provisions. This Agreement shall be construed and enforced in
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accordance with, and governed by, the laws of the State of Colorado. Except as
otherwise expressly stated herein, time is of the essence in performance by each
party. This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
this subject matter. This Agreement may not be modified or amended or any term
or provision hereof waived or discharged except in writing signed by the party
against whom such amendment, modification, waiver or discharge is sought to be
enforced. The headings of this Agreement are for convenience in reference only
and shall not limit or otherwise affect the meaning thereof. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original but all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the day and year first above written.
EMPLOYER:
COLORADO BUSINESS LEASING, INC.
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By: /s/ Xxxxxxx X. Xxxx, Xx.
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Its: President
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EMPLOYEE:
/s/ Xxxxxxx X. Xxxx, Xx.
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ACKNOWLEDGED AND APPROVED THIS 29TH DAY OF MARCH, 1996:
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COLORADO BUSINESS BANKSHARES, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, President
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COLORADO BUSINESS LEASING, INC.
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SECTION: INCENTIVE PLAN - LEASE ORIGINATION
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PURPOSE OF PLAN
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The purpose of the Incentive Plan is to compensate the staff of Colorado
Business Leasing, Inc. for the generation of new lease and loan business that
achieves specific targets for quality and rate of return. Incentive compensation
will be paid in addition to normal salary and will be shared as outlined in this
document by all CBL staff.
COMPENSATION YEAR
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The Incentive Compensation plan will operate on a calendar year basis from
January 1 through December 31. This plan is effective January 1, 1996.
COMPUTATION OF INCENTIVE COMPENSATION
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Incentive compensation will be paid on all transactions which meet Colorado
Business Leasing, Inc.'s credit risk profile and target yield. The incentive
will be paid out at a rate of four tenths of one percent (0.4 %) of the
transaction amount for all transactions which meet the criteria noted above.
The incentive is designed to compensate employees and managers for developing
high quality and profitable relationships for CBL. Since each member of the CBL
team has an important role within the successful operation of the company, each
person will be incented to assure achievement of sales and profitability goals.
Each staff member will share in every sales incentive payment as detailed
herein.
PAYMENTS UNDER THE PLAN
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All payments shall be made on a quarterly basis following the closing and review
of transactions for compliance with specified criteria. Payments will be made
through the normal payroll process concurrently with the nearest pay period
following the approval of the quarterly incentive compensation payment.
The total quarterly incentive plan will be shared among all active employees in
accordance with the following schedule:
Employee responsible for sale of the transaction: 40%
Documentation Staff 20%
Credit Staff 20%
Clerical Staff 10%
President 10%
In instances where there are more than one person in an incentified group, the
area manager will recommend an appropriate division of the incentive pool for
the group. The President of CBL will be responsible for final approval of all
payments under the incentive plan, and will submit the approved amounts, by
individual, for payment.
TERMINATION OF EMPLOYMENT
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In the event of termination of employment, only transactions completed through
the most recently ended calendar quarter will be considered for incentive
payment. Transactions in process during the calendar quarter of termination will
not be included in any compensation calculation.
ADMINISTRATION OF THE PLAN
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The senior management of Colorado Business Leasing, Inc. will be responsible for
monitoring and administering the plan in accordance with its terms.
This plan is not an employment contract and is subject to review, alteration or
cancellation by senior management or the Board of Directors at any time. In the
event of termination of employment, this plan will be automatically terminated
and compensation will be paid in accordance with the "Termination of Employment"
paragraph, above.
Colorado Business Leasing, Inc.
By: _______________________________ Date: _______________________________
Plan Participant
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Name _______________________________ Date: _______________________________
