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Exhibit 10.4
CONFIDENTIAL
December 9, 1998
Xx. Xxxxx Xxxxxxxxxxx
Dear Xxxxx:
I am delighted that we have been able to work out together the details
of your continued employment with the Company through December 31, 2000. As we
discussed, this letter sets forth the terms of the agreements we have reached,
as follows:
1. Your salary for 1999 will be not less than $200,000, and for
2000, not less than $220,000, and you will continue to receive the fringe
benefits provided to other executives of the Company, including health, life and
disability insurance.
2. You will receive a bonus for 1998 of $75,000, payable on the
Company's next regular payroll date after the date of this agreement.
3. So long as the Company's pro forma, fully-diluted, net income
per share continues to grow (after excluding any substantial effects of
acquisitions of other businesses), your bonuses for 1999 and 2000 will be at
least as much as your bonus for the previous year, if you are employed by the
Company on the last day of such year.
4. On the date you accept this agreement, you will be granted an
option to purchase 40,000 of the Company's common shares pursuant to the terms
of the Company's 1996 stock option plan. The exercise price will be the price on
the date of your acceptance. The option will vest annually over a three-year
period beginning one year from the date of grant, and will otherwise be subject
to the terms of the stock option plan. The vested portion of this option and the
options granted to you in January 1997, April 1997 and May 1998 will continue to
be exercisable for up to 18 months after the Company terminates your employment
without cause.
5. If your employment with the Company terminates prior to
January 1, 2001, you will receive additional amounts from the Company only if
the Company terminates your employment other than for cause or your death or
disability. In that event, the salary payments described above will continue
through December 31, 2000 (unless you die or become disabled prior to that
date), subject to an obligation on your part to seek other employment, with the
Company to receive credit for amounts earned in such other employment.
Notwithstanding anything in this agreement to the contrary, if the Company's
President is not Xxxxxx Xxxxxxx at any time after the date of this agreement and
before December 31, 2000, you may resign within 10 days after you first know
there is another President of the Company, and if you so resign, (i) Paragraph 8
of this agreement will not apply after such resignation, except with respect to
competition through a Michigan-based mortgage lender, and (ii) you will receive
25% of your then current annual salary as your exclusive severance benefits.
6. Your employment after December 31, 2000 will be at will.
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Xx. Xxxxxxxxxxx CONFIDENTIAL
December 9, 1998
Re: Empolyment Letter
7. Both during your employment with the Company and thereafter,
all confidential information of the Company will be retained by you in strictest
confidence and will not be disclosed or used by you other than for the benefit
of the Company.
8. Through December 31, 2000, whether employed by the Company or
not, you will not, in any way, directly or indirectly, compete with the business
of the Company, whether as an owner, employee, investor or otherwise.
9. For a period ending 18 months after the date on which your
employment with the Company terminates, you will not, directly or indirectly,
solicit or hire any person employed by the Company within one year prior to your
termination of employment with the Company.
10. Because of the special and unique character of a violation of
any of the provisions of paragraphs 7, 8 and 9 above, and because the amount of
injury suffered by the Company as a result of any such violation will be
difficult, if not impossible, to determine and to compensate adequately by
monetary damages, you agree that the Company will be entitled, in addition to
all other remedies available to it, to an injunction or similar equitable
relief, restraining any such violation; and you waive any requirement that the
Company post any bond in connection with obtaining such relief.
11. Any provision of this agreement which is deemed invalid shall
be modified to the extent necessary to become enforceable, and no invalid
provision shall affect the validity of any other provision of this agreement.
Please review this letter carefully and have your attorney do so as
well. If the letter accurately sets forth our entire understanding, please sign
the enclosed copy and return it to me.
If you have any questions, please let me know.
I look forward to our continued close and mutually-beneficial
association.
Very truly yours,
ROCK FINANCIAL CORPORATION
By /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, Chairman
The foregoing is accepted
and agreed to:
/s/ XXXXX XXXXXXXXXXX
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Xxxxx Xxxxxxxxxxx
