[LETTERHEAD]
December 18, 1996
Xx. Xxxxxx Xxxxxx
c/o Olympic Financial Ltd.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Re: Letter Agreement dated August 26, 1996
Dear Xx. Xxxxxx:
By letter agreement dated August 26, 1996 (the "Letter Agreement") you and
Olympic Financial Ltd. ("Olympic") set forth the terms and conditions pursuant
to which you would act as Chairman of the Executive Committee of the Board of
Directors of Olympic. On or about such date, you were awarded an option to
purchase 200,000 shares of Olympic Common Stock (with 100,000 of such options
vesting as of such date) and were issued 12,857 shares of such stock. In
addition, it was agreed that Olympic would grant to you a bonus comprised of the
vesting of up to an additional 100,000 of such options and the issuance of up
to an additional 12,857 shares of such stock. The number of bonus option shares
vesting and the number of bonus shares granted was to be dependent upon the days
you served in your capacity of the Chairman of the Executive Committee on and
after February 14, 1997.
In light of the changes in circumstances since the date of the Letter
Agreement including, without limitation, the likelihood that the Company will
not be acquired in the near future, the number of hours you have served in your
capacity as Chairman to date and the likelihood that a Chief Executive Officer
of the Company will be selected in the near future, the Board and the
Compensation Committee have concluded that it is in the best interest of Olympic
that the vesting of the 100,000 bonus options granted on August 26, 1996 be
accelerated to February 14, 1997 in the event you continue to act as the
Chairman of the Executive Committee or Chairman of the Board through such date
and that the additional 12,857 bonus shares of common stock also be issued on
such date if you hold either such position through such date. Notwithstanding
such vesting and issuance, it is the Company's understanding that you will
continue to act in either or both
Xxxxxx Xxxxxx
December 26, 1996
Page 2
such capacities through August 14, 1997 or until such earlier date as the Board
removes you therefrom.
If the above-stated terms are acceptable to you, please so indicate by
signing below and returning this letter to me.
OLYMPIC FINANCIAL LTD.
By: The Compensation Committee of
its Board of Directors
By: /s/Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Its Chairman
Xxxxxx and Accepted as of the
date first above written.
/s/ Xxxxxx Xxxxxx
----------------------------
Xxxxxx Xxxxxx
JDA:mrs
