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EXHIBIT 10.54
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT is entered into as of April 1, 1998 by and
between IMC MORTGAGE COMPANY, a Florida corporation (the "Company") and XXXXXX
X. XXXXXX (the "Executive").
Background
A. Industry Mortgage Company, L.P., a Delaware limited partnership (the
"Limited Partnership") entered into an employment agreement dated as of August
1, 1996 with the Executive which is amended by a First Amendment thereto dated
October 3rd , 1997 pursuant to which all obligations of the limited partnership
were assumed by the Company and pursuant to which certain further changes were
made (which agreement as amended is called the "Existing Agreement"); and
B. The parties wish to further amend the Existing Agreement to
incorporate the changes set forth below relating to the payment of deferred
compensation to the Executive.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
herefrom, the parties hereto agree that the Existing Agreement is hereby further
modified as follows:
1. Automatic Renewal. The following provision is hereby added to
Section 3 of the Existing Agreement:
3.6 Automatic Extension. This Agreement shall be
automatically extended for successive three (3) year periods at the end
of the initial and each extended term thereafter, unless either party
provides written notice of termination to the other party at least six
(6) months prior to the expiration of the initial or such extended
term, respectively. In the event the Company terminates this Agreement
or fails to renew this Agreement or does not permit the automatic
extension to occur at the end of any term hereof, Executive shall be
entitled to receive his Deferred Compensation under section 4.2 hereof.
2. Deferred Compensation. The following provision is hereby adopted in
substitution of Section 4.2 of the Existing Agreement ("Deferred Compensation")
and shall hereafter govern the provisions of the Agreement:
4.2 Deferred Compensation.
(a) When Due. Executive (or his estate as the case
may be) shall be
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entitled to the Deferred Compensation as calculated in the
event that Executive's employment is terminated for any of the
following reasons herein: (i) death of Executive; (ii)
termination by the Company without cause pursuant to Section
3.3; (iii) termination by Executive upon default by the
Company pursuant to Section 3.4; (iv) termination by Executive
after a Change of Control pursuant to Section 3.5; (vi)
termination by the Company pursuant to Section 3.6, or (vii)
termination by the Company pursuant to Section 5.1.
(b) Amount. The Deferred Compensation shall be the
amount ("Base Deferred Compensation") which is calculated as
the greater of (i) the Base Salary payments Executive would
have received had his employment continued for the remaining
term of this Agreement (including yearly increases calculated
at the maximum increase for the prior three years); or (ii) an
amount equal to 150% of the highest compensation earned by
Executive in any of the past three calendar years (including
both Base Salary and Bonus Compensation, including any
compensation paid under the Executive Officer Unregistered
Stock Plan), with compensation for calendar year 1997 being
treated as including Bonus Compensation equal to three hundred
percent of Executive's Base Salary is the Base Salary was at
the end of 1997. In addition to the Base Deferred
Compensation, Executive shall be entitled to the following
(which, together with the Base Deferred Compensation shall be
collectively called the "Deferred Compensation") all of the
benefits and personal perquisites otherwise provided in this
Agreement (including automobile expenses) during that period
of time which is the greater of (i) the remaining term of this
Agreement, or (ii) two years (the "Deferral Period"). The
Deferred Compensation herein shall be deemed liquidated
damages resulting from the Company's termination of this
Agreement and shall be Executive's sole and exclusive remedy
for any such termination. Deferred Compensation shall not be
diminished or offset by reason of any earnings by Executive
subsequent to the date of termination.
(c) Payment of Deferred Compensation. Except as
provided below, the Deferred Compensation shall be paid in
monthly installments over the thirty-six (36) months following
the event giving rise to a Deferred Compensation. If such
termination is a result of the death of Executive, the initial
Deferred Compensation shall be made within fifteen (15) days
after the personal representative of Executive's estate
notifies the Company that Letters of Administration have been
filed in the probate proceeding. The Company shall have the
option at all times during the term of this Agreement to
maintain key man life insurance on Executive's life to cover
the cost of any Deferred Compensation due to Executive. If
such key man life insurance is maintained, and the Deferred
Compensation is due as a result of Executive's death, the
Deferred Compensation shall be paid 100% in cash upon
Executive's death.
3. Ratification as to Other Respects. The Existing Agreement is hereby
ratified and confirmed and remains in full force and effect in all respects
except as hereby modified.
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IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
IMC MORTGAGE COMPANY
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Chairman
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, Executive
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