EXHIBIT 10.7
Below is the form of the Employment Severance Agreement entered into between the
Company and the persons listed below, including the dates of the agreements, and
the number of months of severance compensation under item 4.2:
Individual Date of Agreement Months of Severance Protection
---------- ----------------- ------------------------------
H. Xxx Xxxxxxx April 7, 2000 12 months
Xxxxxxx X. Xxxx, Xx. April 6, 2000 12 months
Xxxxx X. Xxxx April 6, 2000 24 months
Xxxxx X. Xxxxxx April 6, 2000 12 months
Xxxxx Xxxxx April 7, 2000 12 months
EMPLOYMENT SEVERANCE AGREEMENT
THIS EMPLOYMENT SEVERANCE AGREEMENT is entered into by and between
HomeGold Financial, Inc., a South Carolina corporation, and all of its
subsidiaries and affiliates (collectively, the "Corporation") and ___________
(the "Executive"), this ____ day of April, 2000.
The Board of Directors of the Corporation has determined that it is in
the best interests of the Corporation and its stockholders to aid in the
competitive employment and retention of key executives and to diminish the
distraction of its executives and assure that the Corporation will have the
continued dedication of its executives notwithstanding the possibility, threat
or occurrence of a change in control.
In order to accomplish these objectives, the Board of Directors has
authorized the Corporation to enter into this Employment Severance Agreement
(the "Agreement") with the Executive.
1. COVERAGE
1.1 This Agreement provides for the payment of severance
compensation to the Executive if his or her employment is
terminated in any manner which is other than a Termination for
Cause, a Voluntary Termination, or the retirement, death, or
disability of the Executive.
1.2 This Agreement also provides for the payment of severance
compensation to the Executive if the Executive's resignation
is based upon:
(a) a substantial reduction in responsibility, or authority of
Executive without consent of the Executive; or
(b) a relocation of Executive's services to a location which
is a more than 35 miles from the location where Executive was
primarily employed immediately preceding the effective date of
this Agreement without the written consent of the Executive;
or
(c) any reduction in an Executive's Base Salary in excess of ten percent;
none of which shall be deemed a Voluntary Termination.
2. DEFINITIONS
2.1 "Base Salary" means the base rate of compensation paid to the
Executive immediately preceding the month during which the
Date of Termination occurs, without regard to bonus or
incentive
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payments, relocation or other allowances or payments under any
benefit plan or perquisites of any nature.
2.2 "Corporation" means HomeGold Financial, Inc. and its
subsidiaries and affiliated companies.
2.3 "Date of Termination" means the last date on which the
Executive is actively employed by the Corporation.
2.4 "Executive" means the officer whose name appears the recital
of this Agreement.
2.5 "Termination for Cause" means:
(a) in the judgment of management of the Corporation,
continuing and habitual failure to perform the material duties
of the Executive or willful breach in material respects of the
obligations of Executive to the Corporation, either of which
cause significant harm to the Corporation;
(b) in the judgment of management of the Corporation, an act
of willful misconduct or gross negligence in the performance
of an Executive's material duties or obligations to the
Corporation, except in the event of Executive's disability,
causing significant harm to the Corporation; or
(c) in the judgment of management of the Corporation, an act
of dishonesty or breach of trust on the part of an Executive
resulting or intended to result directly or indirectly in
personal gain or enrichment at the expense of the Corporation;
or
(d) failure to be acquitted of any criminal offense or acts:
(i) constituting a felony under the laws of the United States
of America or any state thereof; or (ii) involving dishonesty
or a breach of trust.
2.6 "Voluntary Termination" means any termination not by the
Corporation, except a resignation based upon the circumstances
described in subparagraph 1.2 above.
3. EMPLOYMENT
3.1 So long as Corporation employs Executive, said employment
shall be "at will."
3.2 Nothing in this Agreement will limit the Executive's
continuing or future participation during his or her
employment in any benefit, bonus, incentive or other plans
provided by the Corporation.
4. SEVERANCE COMPENSATION AND BENEFITS
4.1 The Executive whose employment is terminated under
circumstances covered by Paragraph I above shall be paid by
the Corporation severance compensation in cash in a lump sum
within Thirty (30) days following the Date of Termination.
4.2 The Executive whose employment is terminated under
circumstances covered by Paragraph I above shall receive
severance compensation in the amount of ___________ months of
Base Salary, plus payment of any bonus or incentive pay earned
and due in accordance with any applicable plan or policy of
the Corporation.
4.3 The Executive shall not be obligated to seek other employment
in mitigation of the severance compensation payable under this
Agreement and any subsequent employment, if obtained, shall
not in any manner effect the payments to be made hereunder.
4.4 The Executive and his or her family will continue to be
covered under Corporation's medical insurance policy for
twelve (12) months following termination under circumstances
covered by Paragraph 1 above.
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4.5 Upon termination under circumstance covered by paragraph 1
above, all stock options held by Executive to purchase the
Company's stock shall be exercisable for the period of twelve
(12) months following termination of Executive's employment.
4.6 Payment of any benefits (other than severance compensation)
under any other benefit plan of the Corporation shall be made
in accordance with the terms of such plan.
4.7 The Corporation may withhold from any amounts payable under
this Agreement such federal, state and local taxes as shall be
required pursuant to applicable laws or regulations.
5. ENFORCEMENT
The prevailing party shall be entitled to recover from the
non-prevailing party all legal fees and expenses of the
prevailing party in the event there is a disagreement between
the parties hereto concerning the validity or enforceability
of, or any determination under, this Agreement.
6. OUTPLACEMENT
The Executive terminated under circumstances covered by
Paragraph I herein shall, at the request of Executive, receive
outplacement services for three months with Right Associates
or a comparable agency, at the cost of the Corporation.
7. SUCCESSORS, ASSIGNMENT AND ASSUMPTION
7.1 The Executive may not assign the benefits provided by this
Agreement. Notwithstanding the foregoing, the benefits
provided herein may be enforced by an Executive's heirs or
legal representatives.
7.2 The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Corporation to expressly assume this Agreement and provide the
benefits hereunder in the same manner and to the same extent
that the Corporation would be required to perform as if no
such succession had taken place. As used in this Agreement,
"Corporation" shall mean the Corporation as defined above and
any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of
law, or otherwise.
8. MISCELLANEOUS
8.1 If the Corporation does not breach any material term of this
Agreement, receipt by Executive of all severance compensation
hereunder shall operate as a general release of Corporation
for any claim of wrongful discharge and/or discrimination.
8.2 If the Corporation does not breach any material term of this
Agreement, Executive commits not to: (a) disparage the
Corporation to any third parties, (b) disclose confidential
information concerning the Corporation to third parties,
and/or (c) solicit the Corporation's employees or customers
for a period of two years.
8.3 This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina.
8.4 This Agreement contains the entire agreement of the parties
and may not be amended or modified except by further written
agreement executed by the parties hereto.
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8.5 The invalidity or non-enforceability of any provision of this
Agreement shall not affect the validity or enforceability of
any other provision of this Agreement and this Agreement shall
be construed in all respects as if such invalid or
unenforceable provision were omitted.
8.6 The Executive's failure to insist on the strict compliance with
or performance of any provision of this Agreement shall not be
deemed to be a waiver of that provision or any other provision
of this Agreement.
8.7 All notices, consents, waivers or communications which are
required or permitted hereunder shall be sufficient if given in
writing and delivered personally or by registered or certified
mail, return receipt requested, postage prepaid, as follows (or
to such other addressee or address as shall be set forth in a
notice given in the same manner):
If to the Corporation:
HomeGold Financial, Inc.
0000 Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
Attn: Chief Executive Officer
If to Executive:
_______________________
_______________________
_______________________
All such notices shall be deemed to have been given when delivered or mailed in
the manner provided above.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
first above written.
HomeGold Financial, Inc. Executive
By: ____________________ Signature: ________________
Name: Xxxx X. Xxxxxxxx, Xx. Name: ____________________
Title: Chairman and Chief Executive Officer
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