EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
this 1st day of March 1998, by and between MEDLEY CREDIT ACCEPTANCE CORP., a
Delaware corporation (the "Company"), and XXXXXX X. PRESS ("Employee").
(Throughout this Agreement Company and Employee may be referred to collectively
as Parties for convenience.
W I T N E S S E T H:
WHEREAS, Employee has substantial experience in the development,
implementation and sale of financial services, including but not limited to
insurance and annuities, and
WHEREAS, the Company desires to retain, engage and employ Employee,
and Employee desires to be so retained, engaged and employed by the Company as
the Company's President and Chief Executive Officer for the purpose of creating
and establishing a financial services business.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency is hereby acknowledged, the Parties agree as follows:
1. RECITALS: The above and foregoing recitals are true and correct and
are incorporated herein by reference.
2. ENGAGEMENT AND RELATIONSHIP OF PARTIES: The Company hereby employs,
hires and engages Employee as an employee and the Employee hereby accepts and
agrees to such hiring, engagement and employment, subject to the general
supervision and pursuant to the orders, advise and direction of the Company.
The Employee shall perform such duties as are specifically set forth in this
Agreement, as well as such other duties as are customarily performed by one
holding such position in similar businesses or enterprises as that engaged in
by the Company and shall additionally render such other unrelated services and
duties as may be assigned to Employee from time to time by the Company.
3. DUTIES: The Company hereby employs Employee and Employee hereby
accepts employment effective as of the date hereof, as the Company's President,
Chief Executive Officer and Chairman of the Board of Directors, for the terms
set forth herein. During the term of the Employee's employment with the
Company, the Employee shall be the President and principal officer of the
Company responsible for the development, refinement and implementation of a
financial services business.
4. TERM: The term of Employee's employment hereunder shall commence on
the date hereof, and continue thereafter for a term of three (3) years, unless
terminated sooner pursuant to the provisions contained in this Agreement for
early termination.
5. COMPENSATION: In consideration of the services performed and to be
performed hereunder, Company will pay to Employee during the term of Employee's
employment under this Agreement, at the Company's regular and customary
intervals for payment of compensation to Employee's salary as follows:
Year 1: $225,000.00
Year 2: $275,000.00
Year 3: $350,000.00
6. PERQUISITES AND OTHER BENEFITS: In addition to the salary set forth
above in the preceding section, Employee shall be entitled to the following
perquisites and other benefits.
A. Employee shall be entitled, in accordance with the
Company's general policies for senior management, to participation in paid
vacation leave, health, casualty, disability and life insurance, and other
employment benefits.
B. During the term of Employee's employment, Employee shall
be entitled to reimbursement of all reasonable expenses actually paid or
incurred by Employee in the course of, and pursuant to the performance of his
duties hereunder, for travel, entertainment and out-of-pocket expenses.
C. Employee shall be entitled to a yearly bonus in the
following minimum amounts:
Year 1: $45,000.00
Year 2: $60,000.00
Year 3: $75,000.00
D. Incentive Stock Options: During the term of the Employee's
employment with the Company, the Company shall provide incentive stock options
for the Employee. The grant of options shall be determined during the first
month following the completion of each twelve (12) calendar month period
following the commencement of the Employee's employment based upon the
Company's rate of return on Equity and Rate of Return on Capital as follows:
Return on Equity Return on Capital
---------------- -----------------
Year 1: 15% - 25,000 Year 1: 10% - 25,000
20% - 50,000 15% - 50,000
20% - 75,000
Year 2: 15% - 25,000 Year 2: 10% - 15,000
20% - 50,000 15% - 65,000
20% - 90,000
-2-
Year 3: 15% - 25,000 Year 3: 10% - 10,000
20% - 50,000 15% - 75,000
20% - 100,000
E. Stock Grants: The Company shall grant to the Employee
common stock in the Company for the completion of each twelve (12) months of
employment granted quarterly as follows:
First Year: 30,000 shares per quarter
Second Year: 40,000 shares per quarter
Third Year: 50,000 shares per quarter
7. DISABILITY: In the event the Employee shall be incapacitated by
reason of mental or physical disability during the term of his Employment such
that he is substantially prevented from performing his principal duties and
services hereunder for a period, the Company thereafter shall have the right to
terminate Employee's employment under this Agreement by sending written notice
of such termination to Employee or his legal representative and thereupon his
employment shall immediately terminate. Upon such termination, the Employee
shall be entitled to receive and shall be paid by the Company his salary in
effect on the date of termination paid by the Company's customary intervals for
the payment of salaries based upon the base reflected in the Employee's draw
for the lessor of three (3) months or the remaining term of the Agreement. Upon
such termination, the Employee shall also be entitled to receive and shall be
paid by the Company all commissions which have been actually earned or accrued
through the date of termination. The Employee shall accept such payments and
benefits in full discharge and release of the Company of and from any further
obligations under this Agreement. Such discharge and release shall not affect
any rights or remedies which may be available to Employee or the Company
otherwise than under this Agreement.
8. TERMINATION FOR CAUSE: The Company shall have the right to
terminate the employment of Employee hereunder at any time for cause (as used
herein, "cause") if:
(i) Employee shall be convicted by a court of competent and
final jurisdiction of any crime which constitutes a felony in the jurisdiction
involved or shall be habitually drunk or intoxicated in public or otherwise
commit acts of moral turpitude in such a manner as to adversely reflect the
reputation of the Company; or
(ii) Employee shall commit any act of embezzlement or similar
material dishonest or injurious conduct against the Company; or
(iii) Employee shall demonstrate willful and injurious
misconduct in connection with the performance of his duties and
responsibilities under or pursuant to this Agreement; or
-3-
(iv) Employee shall demonstrate reckless or grossly negligent
and injurious conduct in connection with the performance of, or a gross
disregard for his duties and responsibilities under or pursuant to this
Agreement.
In the event the employment of Employee shall be terminated by the
Company for cause pursuant to this section, the Employee shall be entitled to
receive his salary earned, accrued and payable through the date of such
termination. The Employee shall accept the payment pursuant to the terms hereof
in full discharge and release of the Company of and from any further
obligations under this Agreement. Nothing contained in this section shall
constitute a waiver or release by the Company of any rights or claims it may
have against Employee, including but not limited to any claims or rights
pursuant to this Agreement arising from actions or omissions which may give
rise to an event causing termination of this Agreement.
9. NOTICES: Except as otherwise stated, all notices, requests ,
demands and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally, given by prepaid first class mail, registered or certified, or by
duly recognized overnight carrier as follows:
To the Employee: XXXXXX X. PRESS
C/o Medley Credit Acceptance Corp.
0000 Xxxxx xx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
To the Company: MEDLEY CREDIT ACCEPTANCE CORP.
Attention: Xxxxxx Press, President
0000 Xxxxx xx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
10. MISCELLANEOUS PROVISIONS:
A. Construction: This Agreement shall be construed and
enforced under the laws of the State of Florida. In the event any provision of
this Agreement shall be declared invalid by a court of competent jurisdiction,
said invalidity shall not invalidate the Agreement as a whole, but said
Agreement shall be construed as if the invalidated provision was omitted from
the Agreement.
B. Entire Agreement: This Agreement supersedes and cancels
any and all other contracts referring to the subject matter herein. No
modifications, alterations or waivers of this Agreement shall be effective,
unless in writing, executed by the Parties hereto.
C. Assignability: This Agreement shall inure to the benefit
of the Parties, their successors and assigns.
-4-
D. Counterparts: This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute one instrument representing the
Agreement between the Parties hereto.
E. Captions. Captions of the various sections contained in
this Agreement are intended to be used solely for convenience of the Parties
and are not intended, nor are they deemed to modify or explain, or to be used
as an aid in the construction of any of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and
seals.
DATED as to the Company this 1st day of March, 1998
MEDLEY CREDIT ACCEPTANCE CORP.
By:__________________________________
DATED as to the Employee this 1st day of March, 1998
-------------------------------------
XXXXXX X. PRESS
-5-
