AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
The AMENDMENT TO THE EMPLOYMENT AGREEMENT dated as of September 24, 2008 (the “Amendment”), by
and between Fremont General Corporation (the “Parent”), Fremont Reorganizing Corporation (formerly
known as Fremont Investment & Loan) (for purposes of the Amendment, the “Bank”), an indirect
wholly-owned subsidiary of the Parent (the Parent and the Bank will be referred to collectively
herein as the “Company”), and Xxxxxxx X. Xxxxxxx (“Executive”).
WHEREAS, the parties entered into an Employment Agreement, dated as of November 9, 2007 (the
“Employment Agreement”);
WHEREAS, the parties hereto wish to modify and amend the Employment Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises, covenants and agreements hereinafter set
forth, the parties hereto agree as follows:
1. Amendments to the Employment Agreement. Sections 2, 3, and 4(a) of the Employment
Agreement are hereby amended and restated in their entirety to read as follows:
2. The Position. The Executive agrees to be employed as Interim
President and Interim Chief Executive Officer, to serve until a suitable replacement
is duly appointed, of Parent and Bank, commencing as of October 1, 2008. The
Executive shall be based at the Company’s headquarters in Brea, California or as
otherwise determined by the parties. Notwithstanding the foregoing the Company
understands and agrees that Executive may from time to time physically render
services from an alternative location; provided, however, that the
Executive will generally work out of the Company’s offices.
3. Duties. During his employment with the Company, Executive will
serve the Company and its affiliates faithfully, diligently and to the best of his
ability and will devote as much of his business time, energy, experience and talents
as is necessary to perform his duties hereunder. During his employment with the
Company, Executive shall perform all duties and accept all responsibilities incident
to his position as Interim President and Interim Chief Executive Officer of the
Company as may be reasonably assigned to him from time to time by the Parent’s Board
of Directors (the “Board”). Executive shall also be subject to and shall abide by
all policies and procedures of the Company, except to the extent that such policies
and procedures conflict with the other provisions of this Agreement, in which case
this Agreement shall control.
4. Compensation.
(a) Base Salary. During the Term (as defined in Section 5 hereof), the
Company shall pay Executive a base salary (the “Base Salary”), payable in equal
biweekly installments, according to the Bank’s normal payroll practices, at an
annual rate of Six Hundred Thousand dollars ($600,000), less all applicable federal,
state and/or local taxes and all other authorized payroll deductions. Thereafter,
Executive’s Base Salary will be subject to an approximately annual review, and
increases (but not reductions, except for reductions made to the Company’s
executives generally) may be made to Executive’s Base Salary at any time based upon
the review by Parent’s Board of Directors (“Board”) of Executive’s performance and
the performance of the Company.
2. Restricted Shares. The parties acknowledge that as of the date
hereof, the restricted share award granted to Executive pursuant to Section 4(c) of the
Employment Agreement has fully vested and the shares are owned by the Executive.
3. Miscellaneous.
(a) The Employment Agreement is incorporated herein by reference.
(b) Except as otherwise set forth herein, the Employment Agreement, as amended hereby, shall
remain in full force and effect and the parties shall have all the rights and remedies provided
thereunder with the same force and effect as if the Employment Agreement were restated herein in
its entirety.
(c) The provisions hereof shall be binding upon and inure to the benefit of the parties and
their respective executors, heirs, personal representatives, successors and assigns.
(d) This Amendment may be executed and delivered in several counterparts with the intention
that all such counterparts, when taken together, constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.
FREMONT GENERAL CORPORATION |
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By: | /s/ Xxxxx X. XxXxxxx | |||
Name: | Xxxxx X. XxXxxxx | |||
Title: | Vice Chairman & President | |||
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FREMONT REORGANIZING CORPORATION (formerly, Fremont Investment & Loan) |
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By: | /s/ Xxxxx X. XxXxxxx | |||
Name: | Xxxxx X. XxXxxxx | |||
Title: | Vice Chairman & President | |||
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EXECUTIVE |
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/s/ Xxxxxxx X. Xxxxxxx | ||||
Xxxxxxx X. Xxxxxxx | ||||
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