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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 Xxxxxx
X. Xxxxxx; 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
General Counsel 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 if 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.
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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.
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 her from A) devoting
reasonable time to civic or philanthropic activities or B) investing her 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 her position and adequate for the
performance of her duties.
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
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the Corporation's business. The Executive will not, during or after the term of
her 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 restraining 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 her services by
reason of illness or total incapacity, she 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 she is not
able to devote full time to her employment with said Corporation, then this
Agreement shall terminate.; and
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 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
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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 she and her 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, the 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) if 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 she deems appropriate
at that time. 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.
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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 her contractual
duties. Said indemnification shall include but not be limited to reasonable cost
incurred in defending the Executive in her 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: Xxxxxx X. Xxxxxx
General Counsel
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(CORPORATE SEAL)
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