EXHIBIT 10.62
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of June 8,
2001 (the "Effective Date") by and between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), and XXXXX XXXXXXXXXXX (the "Employee"). In
consideration of the mutual covenants and agreements set forth herein, the
parties agree as follows:
1. Employment and Duties. Subject to the terms and conditions of this
Agreement, the Company employs the Employee to serve in an executive and
managerial capacity as Executive Vice President of the Company (or such other
title as the Company may designate). Employee accepts such employment and agrees
to perform such reasonable responsibilities and duties commensurate with the
aforesaid positions as directed by the Company's Chief Executive Officer or its
President, or as set forth in the Articles of Incorporation and the Bylaws of
the Company. Employee shall report directly to Xxxx Xxxxxxx, Executive Vice
President.
2. Term. The term of this Agreement shall commence on the Effective Date
and shall continue for a period of two (2) years, subject to prior termination
as set forth in Section 6, below (the "Term"). Six months prior to the end of
the Term, the Company will give Employee notice of its intent not to renew this
Agreement. If the Company fails to give Employee such notice, the Agreement will
automatically extend for a period of one (1) year. The Term may be extended at
any time upon mutual written agreement of the parties.
3. Salary. During the Term, the Company shall pay the Employee a minimum
base annual salary, before deducting all applicable withholdings, of $250,000
per year, payable at the times and in the manner dictated by the Company's
standard payroll policies. Such minimum base annual salary may be periodically
reviewed and increased at the Company's discretion to reflect, among other
matters, cost of living increases and performance results.
4. Other Compensation and Fringe Benefits. During the Term, the Employee
shall be entitled to the following:
(a) The standard Company benefits enjoyed by the Company's other
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similarly positioned executives as a group.
(b) On the one year anniversary of Employee's continued employment
with the Company, Employee shall be paid a guaranteed bonus of
$250,000.
(c) During the second year of the Term, Employee shall be eligible
to receive a bonus according to the terms and conditions of the
Fidelity National Information Solutions Executive Bonus Program
then in effect.
(d) During his continued employment with the Company, Employee shall
be entitled to receive on a one time basis the Company's
standard relocation benefits.
(e) During the first six months of his continued employment with the
Company, Employee shall be entitled to a housing allowance of
$2,000 per month.
(f) During each year of his continued employment with the Company,
the Employee shall be entitled to a monthly automobile allowance
of $500.00;
(h) The Company shall deduct from all compensation payable under
this Agreement to the Employee any taxes or withholdings the
Company is required to deduct pursuant to state and federal laws
or by mutual agreement between the parties.
5. Vacation. For and during each year of the Term and any extensions
thereof, the Employee shall be entitled to three (3) weeks of paid vacation. In
addition, the Employee shall be entitled to such holidays consistent with the
Company's standard policies or as the Company's Board of Directors may approve.
6. Termination.
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(a) For Cause. The Company may terminate this Agreement
immediately for cause upon written notice to the Employee, in which
event the Company shall be obligated only, to pay the Employee that
portion of the minimum base annual salary due him through the date of
termination. Cause shall be limited to (i) the failure to perform duties
consistent with a commercially reasonable standard of care; (ii) the
willful neglect of duties; (iii) criminal or other illegal activities;
or, (iv) a material breach of this Agreement.
(b) Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. If the
Company terminates under this Section 6(b), then it shall be obligated
to pay to the Employee an amount equal to the sum of the portion of
Employee's minimum base annual salary in effect as of the date of
termination due for the remainder of the term. Company to make such
payment in a lump sum on or before the fifth day following the date of
termination. If the Employee terminates under this Section 6(b), then
the Company shall only be obligated to pay the Employee the minimum
annual base salary due him through the date of termination.
(c) Disability. If the Employee fails to perform his duties
hereunder on account of illness or other incapacity for a period of
three months, then the Company shall have the right upon written notice
to the Employee to terminate this Agreement without further obligation
by paying the Employee the minimum base annual salary due him through
the date of termination.
(d) Death. If the Employee dies during the Term, then this
Agreement shall terminate immediately.
(e) Effect of Termination. Termination for any reason or for no
reason shall not constitute a waiver of the Company's rights under this
Agreement or a release of the Employee from any obligation hereunder
except his obligation to perform his day-to-day duties as an employee.
7. Non-Delegation of Employee's Rights. The obligations, rights and
benefits of the Employee hereunder are personal and may not be delegated,
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assigned or transferred in any manner whatsoever, nor are such obligations,
rights or benefits subject to involuntary alienation, assignment or transfer.
8. Confidential Information. The Employee acknowledges that in his
capacity as an employee of the Company he will occupy a position of trust and
confidence and he further acknowledges that he will have access to and learn
substantial information about the Company and its operations that is
confidential or not generally known in the industry, including, without
limitation, information that relates to purchasing, sales, customers, marketing,
and the Company's financial position and financing arrangements. The Employee
agrees that all such information is proprietary or confidential, or constitutes
trade secrets and is the sole property of the Company. The Employee will keep
confidential, and will not reproduce, copy or disclose to any other person or
firm, any such information or any documents or information relating to the
Company's methods, processes, customers, accounts, analyses, systems, charts,
programs, procedures, correspondence or records, or any other documents used or
owned by the Company, nor will the Employee advise, discuss with or in any way
assist any other person, firm or entity in obtaining or learning about any of
the items described in this Section 8. Accordingly, the Employee agrees that
during the Term and at all times thereafter he will not disclose, or permit or
encourage anyone else to disclose, any such information, nor will he utilize any
such information, either alone or with others, outside the scope of his duties
and responsibilities with the Company.
9. Unfair Competition Prohibited. Because of Employee's employment by
the Company, Employee will have access to trade secrets and confidential
information about Company, its products, its customers, and its methods of doing
business. In consideration of providing Employee access to this information,
Employee agrees that for a period of two (2) years after termination of his
employment, he will not, directly or indirectly, compete with Company in the
Southern California area or entice, encourage or solicit any Company employees
to do so.
10. Liquidated Damages for Company. Because Company's damages resulting
from any breach by Employee of Sections 8 and 9 would be impracticable and
extremely difficult to fix in an actual amount, the liquidated amount of damage
presumed to be sustained from any such breach will be $500,000. THAT SUM IS
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AGREED UPON AS COMPENSATION FOR THE INJURY SUFFERED BY COMPANY AND NOT AS A
PENALTY.
11. Improvements and Inventions. Any and all improvements or inventions
that the Employee may conceive, make or participate in during the period of his
employment shall be the sole and exclusive property of the Company. The Employee
will, whenever requested by the Company, execute and deliver any and all
documents which the Company shall deem appropriate in order to apply for and
obtain patents for improvements or inventions or in order to assign and convey
to the Company the sole and exclusive right, title and interest in and to such
improvements, inventions, patents or applications.
12. Return of Company Documents. Upon termination of this Agreement,
Employee shall return immediately to the Company all records and documents of or
pertaining to the Company and shall not make or retain any copy or extract of
any such record or document.
13. Amendment. This Agreement contains, and its terms constitute, the
entire agreement of the parties, and it may be amended only by a written
document signed by both parties to this Agreement.
14. Governing Law. California law shall govern the construction and
enforcement of this Agreement and the parties agree that any litigation
pertaining to this Agreement shall be adjudicated in courts located in Santa
Barbara, California.
15. Attorneys' Fees. If any party finds it necessary to employ legal
counsel or to bring an action at law or other proceedings against the other
party to enforce any of the terms hereof, the party prevailing in any such
action or other proceeding shall be paid by the other party its reasonable
attorneys' fees as well as court costs, all as determined by the court and not a
jury.
16. Severability. If any section, subsection or provision hereof is
found for any reason whatsoever, to be invalid or inoperative, that section,
subsection or provision shall be deemed severable and shall not affect the force
and validity of any other provision of this Agreement. If any covenant herein is
determined by a court to be overly broad thereby making the covenant
unenforceable, the parties
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agree and it is their desire that such court shall substitute a reasonable
judicially enforceable limitation in place of the offensive part of the covenant
and that as so modified the covenant shall be as fully enforceable as if set
forth herein by the parties themselves in the modified form. The covenants of
the Employee in this Agreement shall each be construed as an agreement
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of the Employee against the Company, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants in this Agreement.
17. Notices. Any notice, request, or instruction to be given hereunder
shall be in writing and shall be deemed given when personally delivered or three
(3) days after being sent by United States certified mail, postage prepaid, with
return receipt requested, to the parties at their respective addresses set for
the below:
To the Company:
Fidelity National Financial, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
Attention: Corporate Legal Department
To the Employee:
Xxxxx Xxxxxxxxxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
18. Waiver of Breach. The waiver by any party of any provisions of this
Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach by the other party.
IN WITNESS WHEREOF the parties have executed this Agreement to be
effective as of the date first set forth above.
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FIDELITY NATIONAL FINANCIAL, INC.
BY: /s/ XXXX XXXXXXX
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Its: EVP
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EMPLOYEE
/s/ XXXXX XXXXXXXXXXX
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Xxxxx Xxxxxxxxxxx
