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EXHIBIT 10.19
SEPARATION AGREEMENT
This Agreement dated as of June 4, 1999 is between NAB Asset
Corporation ("NAB"), a Texas corporation, and Xxxxxxx X. Xxxxx ("XXXXX").
RECITALS
a. NAB and Xxxxx are parties to a certain Employment Agreement dated
December 1, 1996, pursuant to which Xxxxx served as President of NAB (the
"EMPLOYMENT AGREEMENT").
b. Prior to June 5, 1999 Xxxxx was employed by NAB through Administaff,
Inc. ("ADMINISTAFF"), from which NAB leased the full time services of Xxxxx, as
contemplated by Section 7 of the Employment Agreement. As used in this
Agreement, the term "XXXXX'X EMPLOYMENT" means Xxxxx'x employment with NAB, and
also includes his employment with Administaff.
c. By mutual agreement, on June 4, 1999, Xxxxx'x Employment terminated.
x. Xxxxx is a director of NAB, NAFCO, CPF and Mortgage Portfolio
Services, Inc. ("MPS"), a Delaware corporation and a subsidiary of NAB.
x. Xxxxx Financial Services, Inc., ("CFS") is a California corporation
of which Xxxxx is the President and the sole director. CFS is in the business of
providing financial consulting and finding services. Xxxxx and his spouse
beneficially own all of the outstanding shares of CFS's capital stock.
x. Xxxxx desires to provide financial and finding services to NAB
through CFS, rather than as an employee of NAB.
g. Simultaneously with the execution and delivery of this Agreement, at
Xxxxx'x request, NAB and CFS are entering into a Consulting and Finder's
Agreement of even date herewith (the "CONSULTING AGREEMENT"), from which NAB,
the Consultant and Xxxxx expect to derive material direct and indirect benefit.
h. NAB and Xxxxx desire to terminate the Employment Agreement and to
set forth their agreement as to their respective rights and obligations relating
to the termination of Xxxxx'x Employment.
i. Construction Portfolio Funding, Inc. ("CPF") is a Texas corporation
(i) which is a more than 80% owned subsidiary of NAB and (ii) of which Xxxxx is
the holder of 187,500 shares of the common stock ("XXXXX'X CPF SHARES").
j. NAFCO, Inc. ("NAFCO") is a Delaware corporation (i) which is a more
than 80% owned subsidiary of NAB and (ii) of which Xxxxx is the holder of 500
shares of the common stock ("XXXXX'X NAFCO SHARES").
x. Xxxxx has requested that NAB purchase Xxxxx'x CPF Shares and Xxxxx'x
NAFCO
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Shares, and NAB is willing to do so on the terms hereinafter set forth.
NOW THEREFORE, in consideration of (i) the mutual promises,
commitments, agreements and undertakings hereunder and (ii) the execution and
delivery of the Consulting Agreement, the parties agree as follows:
SECTION 1. TERMINATION OF EMPLOYMENT AND EMPLOYMENT AGREEMENT
(a) NAB and Xxxxx hereby agree that Xxxxx'x Employment terminated on
June 4, 1999.
(b) The Employment Agreement is hereby terminated, effective June 4,
1999. From and after June 4, 1999, NAB and Administaff shall have no further
obligations or liability to Xxxxx, and Xxxxx shall have no further obligations
to NAB, under the Employment Agreement or otherwise arising out of or related in
any manner (directly or indirectly) Xxxxx'x Employment, except as provided for
in this Agreement. Without in any manner limiting the generality of the
preceding sentence, NAB is not and shall not be obligated (i) to pay (or cause
Administaff to pay) Xxxxx any additional salary or other compensation pursuant
to Section 3(a) of the Employment Agreement, (ii) to reimburse (or cause
Administaff to reimburse) Xxxxx for any expenses pursuant to Section 3(c) of the
Employment Agreement, (iii) to pay Xxxxx (or cause Administaff to pay) any bonus
or the "LTDIP Amount" under Section 4 of the Employment Agreement, (iv) to pay
(or cause Administaff to pay) Xxxxx any severance or salary continuation under
Section 6 of the Employment Agreement or (v) to provide (or cause Administaff to
provide) any employee benefits to Xxxxx under Section 3(b) or Section 6 of the
Employment Agreement.
SECTION 2. RESIGNATION
Xxxxx hereby resigns as a director of NAB and as an officer and
director of CPF, NAFCO MPS and MPS Funding Corporation (which is also a NAB
subsidiary ("MPSF"), effective the close of business on June 4, 1999. Xxxxx is
simultaneously executing separate resignations to be filed in the minute books
of said companies. NAB shall file, or cause its subsidiaries to file, such
certificates or documents with the applicable state authorities to report
Xxxxx'x resignations as may be required by applicable laws or governmental
regulations.
SECTION 3. HEALTH INSURANCE PREMIUMS
Xxxxx and his spouse are currently included in and covered by
Administaff's group health insurance plan, pursuant to Xxxxx'x "COBRA" election
to continue such inclusion. NAB shall be obligated to pay or (reimburse
Administaff for) the premiums for such coverage allocable to the period from
June 4, 1999 through May 31, 2000; provided; however, that such obligation shall
terminate if Xxxxx breaches any of his obligations under this Agreement or if
CFS breaches any of its obligations under the Consulting Agreement. Premiums
allocable to any period beginning after May 31, 2000 shall be the responsibility
of Xxxxx, and NAB shall have no obligation to pay (or reimburse Administaff or
Xxxxx for) the same.
SECTION 4. OBLIGATIONS OF CONFIDENTIALITY
(a) Xxxxx acknowledges that, in the course of his employment with NAB,
he has learned Confidential Information, as defined in Section 4(b), relating to
the businesses of NAB and its subsidiaries. Xxxxx shall not disclose or use or
enable anyone else to disclose or use any such
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Confidential Information at any time without NAB's prior written approval.
(b) "CONFIDENTIAL INFORMATION" shall include, but not be limited to,
the following types of information and regarding NAB and its subsidiaries:
corporate information, including contractual arrangements, plans, strategies,
tactics, policies, resolutions, copyrights and patent applications, and any
litigation or negotiations; marketing information, including sales or product
plans, strategies, tactics, methods, customers, prospects, or market research
data; financial information, including cost and performance data, debt
arrangement, equity structure, investors, and holdings; operational information,
including trade secrets, secret formulae, control and inspection practices,
credit evaluation criteria, servicing and collection methods and techniques and
personal information, including personnel lists, resumes, personal data,
organizational structure and performance evaluations. Confidential Information
is limited to that information which is not generally known in the industries in
which NAB or any NAB subsidiary operates, and does not include general skills,
knowledge, and experience acquired by Xxxxx during his employment with NAB or
any prior employer.
(c) Xxxxx agrees that all documents of any nature pertaining to
activities of NAB and its subsidiaries or to any of the foregoing matters in his
possession now, including, without limitation, memoranda, notebooks, notes, data
sheets, records and blueprints, are and shall be the property of NAB and that
they and all copies of them shall be surrendered to the NAB whenever requested
by NAB from time to time.
(d) In the event of a breach by Xxxxx of any of the provisions of this
Section 4 (as demonstrated by competent evidence presented to a court having
jurisdiction), in addition to any other remedies it may have, NAB shall be
entitled to an injunction restraining Xxxxx from doing or continuing to do any
such act in violation of this Section 4.
SECTION 5. PURCHASE OF SHARES
If this Agreement becomes effective in accordance with Section 11, on
the Effective Date (as defined in Section 11), Xxxxx shall sell, assign and
transfer to NAB, and NAB shall purchase from Xxxxx, Xxxxx'x NAFCO Shares and
Xxxxx'x CPF Shares for an aggregate purchase price of $107,594 (the "SHARE
PURCHASE PRICE"), allocated $85,745 to the CPF Shares and $21,849 to the NAFCO
Shares. To effect such sale and transfer, on the Effective Date Xxxxx shall
deliver to NAB the certificates representing such shares, duly endorsed to NAB.
In payment of the Purchase Price on the Effective Date, NAB (i) shall reduce the
Xxxxx Loan (as defined below) by $55,000 to $0 and (ii) shall issue to Xxxxx its
promissory note dated the Effective Date in the principal amount of $52,594 (the
"NOTE"), substantially in the form of Exhibit A attached hereto and made a part
hereof. As used herein, the term "XXXXX LOAN" means an $80,000 loan made by NAB
to Xxxxx on January 17, 1997, of which Xxxxx has previously repaid $25,000.
SECTION 6. RELEASES; COVENANTS NOT TO XXX; INDEMNIFICATION
(a) As used in this Agreement, the following terms have the following
meanings:
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"ADA" means the Americans with Disabilities Act of 1990, as amended.
"ADEA" means the Age Discrimination in Employment Act of 1967, as
amended.
"CLAIMS" means any and all claims, demands, rights, disputes,
controversies, causes of action, rights of action, rights of subrogation, rights
of indemnity, rights to reimbursement, rights to payment, liens and remedies of
any kinds, whether civil, criminal, at law, in equity, vested or contingent,
accrued or unaccrued, or known or unknown, of every nature, type and
description.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"FEHA" means the California Fair Employment and Housing Act.
"NAB CORPORATE PARTIES" means, individually and collectively, NAB,
Administaff, MPS, CPF, NAFCO, MPSF, Consumer Portfolio Services, Inc., Stanwich
Partners, Inc. and Stanwich Financial Services Corp. and their successors and
assigns.
"NAB CORPORATE PARTY AFFILIATES" means, individually and collectively,
the respective officers, directors, employees, shareholders, subsidiaries,
attorneys, accountants, lenders and agents of the NAB Corporate Parties and
their respective successors, assigns, executors, administrators and heirs.
"NAB PARTIES" means, individually and collectively, the NAB Corporate
Parties and the NAB Corporate Party Affiliates, or any of them.
"OBLIGATIONS" means any and all obligations, duties, liabilities,
damages, costs, fees, expenses and debts (of every nature, type and
description), vested or contingent, accrued or unaccrued, or known or unknown.
"TITLE VII" means Title VII of the Civil Rights Act of 1964, as
amended.
(b) Xxxxx hereby releases and forever discharges the NAB Parties from
any and all Claims and/or Obligations which Xxxxx now has or ever has had
against the NAB Parties or which are or may be owed by the NAB Parties to Xxxxx,
on account of, arising out of or relating in any manner (directly or indirectly)
to (i) Xxxxx'x Employment (and/or the termination thereof), (ii) the Employment
Agreement, (iii) options, if any, ever held by him to purchase any shares of the
capital stock of any of the NAB Parties, (iv) his having served as an officer or
director of any of the NAB Parties, (v) his status, at any time as a shareholder
of any of the NAB Parties, (vi) any purported or claimed right to receive any
options, equity, phantom equity or other interest in any of the NAB Parties,
(vii) salary, bonuses, fees or other compensation, if any, claimed to be owed to
him by any of the NAB Parties; (viii) claims for reimbursement of expenses by
any of the NAB Parties; (ix) defamation; (x) negligent or intentional infliction
of emotional distress; (xi) unlawful discrimination based upon age, race, sex,
gender, sexual orientation, marital status, religion, ethnic or national origin,
medical condition, disability, handicap or otherwise, (xii) violation of any
section of the
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Labor Code of California, FEHA, ADEA, ADA, ERISA, Title VII and/or any other
federal, state or local law(s) or regulations; (xiii) unpaid compensation of any
kind; (xv) damages of any kind, including compensatory, general, special or
punitive and/or (xv) costs, fees or other expenses, including attorney's fees
and disbursements, incurred in connection with any of these matters.
(c) NAB (on behalf of itself and MPS, CPF and NAFCO) hereby releases
and forever discharges Xxxxx from any and all Claims and/or Obligations which
NAB now has or ever has had against Xxxxx or which are or may be owed by Xxxxx
to NAB, on account of, arising out of or relating in any manner (directly or
indirectly) to (i) Xxxxx'x employment, (ii) the Employment Agreement; (iii) his
having served as an officer or director of any of the NAB Parties, (iv) his
status, at any time as a shareholder of any of the NAB Parties; (v) defamation;
(vi) damages of any kind, including compensatory, general, special or punitive
and/or (vii) costs, fees or other expenses, including attorney's fees and
disbursements, incurred in connection with any of these matters. The Claims and
Obligations released in this Section 6(c) are hereinafter referred to
collectively as the "Section 6(c) Released Claims."
(d) Xxxxx and NAB (and each of its subsidiaries referenced above) agree
that acceptance of this Agreement is made with their full, complete,
unrestricted and informed knowledge and consent; that this Agreement covers any
and all possible Claims and Obligations released in Sections 6(b) and 6(c); and
that the consideration recited above is all that Xxxxx or NAB (and/or any of
their respective successors, assigns, agents, attorneys, heirs or
representatives and/or his spouse) will ever receive from Xxxxx or any of the
NAB Parties, as applicable, for any and all Claims and Obligations of any kind
on account of the Employment Agreement, Xxxxx'x Employment, the termination of
Xxxxx'x Employment, and/or the other Claims and Obligations released in Sections
6(b) and 6(c).
(e) Xxxxx and NAB agree that the releases contained in this Agreement
extend to any and all Claims and/or Obligations, and they expressly, knowingly,
and voluntarily waive any and all rights under Section 1542 of the Civil Code of
the State of California. Said Section 1542 provides as follows:
1542. General Release - Claims Extinguished.
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtor.
For all purposes of the Agreement, the term "CREDITOR" as used and referred to
in Section 1542 of the Civil Code of the State of California means and refers to
Xxxxx or the NAB Parties, as applicable.
(f) The releases set forth in Sections 6(b) and 6(c) do not include any
Claims or Obligations arising under this Agreement or the Consulting Agreement.
(g) Xxxxx covenants not to xxx, and to cause all others not to xxx, any
of the NAB Parties in respect of any of the Section 6(b) Released Claims.
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(h) NAB covenants not to xxx, and to cause all others not to xxx, Xxxxx
in respect of any of Section 6(c) Released Claims.
(i) Xxxxx shall indemnify and hold the NAB Parties harmless from and
against any and all losses, liabilities, Obligations, Claims, suits, judgments,
costs and expenses, including reasonable attorney's fees and disbursements, that
may be suffered or incurred by NAB as a result of or relating to any breach by
Xxxxx of any of his covenants, obligations or warranties, or any
misrepresentation by him, under this Agreement. In addition, Xxxxx shall
reimburse the NAB Parties for any and all costs and expenses, including
reasonable attorney's fees and disbursements, incurred by them in successfully
enforcing this indemnity.
(h) NAB shall indemnify and hold Xxxxx harmless from and against any
and all losses, liabilities, obligations, Claims, suits, judgments, costs and
expenses, including reasonable attorney's fees and disbursements, that may be
suffered or incurred by him as a result of or relating to any breach by NAB of
any of its covenants, obligations or warranties, or any misrepresentation by it,
under this Agreement. In addition, NAB shall reimburse Xxxxx for any and all
costs and expenses, including reasonable attorney's fees and disbursements,
incurred by him in successfully enforcing this indemnity.
SECTION 7. ACKNOWLEDGMENTS.
Xxxxx agrees with NAB, and represents and warrants to NAB, that:
(a) For all purposes in connection with the execution and delivery of
this Agreement and the Consulting Agreement, he has had the full and complete
benefit and advice of independent and competent legal counsel chosen and
retained solely by him (such counsel being Xxxx Xxxxxxx of the firm Xxxxxxx &
Price in Newport Beach, California); he has had such legal counsel fully explain
to him the meaning of each and every part of this Agreement and the Consulting
Agreement and the entire meaning and each and all of the consequences of
execution of this Agreement and the Consulting Agreement, and NAB has advised
and recommended that he consult with such legal counsel concerning this
Agreement.
(b) All agreements and Obligations made and undertaken by him on
account of this Agreement apply to and bind him, his spouse and each of all of
his heirs, assigns, agents, attorneys and/or representatives.
(c) He has not assigned or transferred all or apart of any of the
Claims and/or Obligations released by him in Section 6(b) to any person or
entity, and he alone has the full, complete and unrestricted right to
effectively release all of the Section 6(b) Released Claims.
(d) He is solely responsible for paying any attorney or other person
who has represented and/or advised him on account of the matters which are the
subject of this Agreement and the Consulting Agreement and no such person has or
may have any interest in any of the sums of money
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and/or other valuable things to be received by Xxxxx on account of this
Agreement or the Consulting Agreement.
(e) This Agreement is entered into by Xxxxx without any reliance upon
any agreement, statement, promise, understanding or other inducement of any kind
other than the express terms of the Consulting Agreement and this Agreement.
(f) Regardless of the adequacy or inadequacy of the consideration
specified in this Agreement, this Agreement (together with the Consulting
Agreement) is intended fully, completely and forever to compromise, settle and
release any and all Claims and/or Obligations referred to in Section 6(b); avoid
all future litigation relating to the same, and be a full, final, binding and
complete agreement, compromise, settlement and release of such matters.
SECTION 8. NOTICES
All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given if transmitted by telecopier with receipt
acknowledged, or upon delivery, if delivered personally or by recognized
commercial courier with receipt acknowledged, or upon the expiration of
seventy-two (72) hours after mailing, if mailed by first class, registered or
certified mail, return receipt requested, postage and registry fees prepaid, and
addressed as follows:
If to NAB: NAB Asset Corporation
00000 Xxxxxx
Xxxxxxx Xxxxx, XX 000000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Chief Financial Officer
with a copy to: Xxxxx X. Xxxxxx, P.C.
One Stamford Landing
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Xxxxx: Xxxxxxx X. Xxxxx
00 Xxxxxxx Xxx Xxx
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxx Xxxxxxx, Esq.
Xxxxxxx & Price
One Newport Place
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0000 Xxxx Xxxxxx - Xxxxx 000
Xxxxxxx Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any of the foregoing parties by notice in writing mailed to the other parties
may change the name and address to which notices, requests, demands and other
communications to it or him shall be mailed.
SECTION 9. THIRD PARTY BENEFICIARIES
Each of the NAB Parties (other than NAB) is intended to be a third-party
beneficiary of this Agreement.
SECTION 10. MISCELLANEOUS
This Agreement (i) constitutes the entire understanding of the parties
with respect to the subject matter hereof, (ii) supersedes all prior agreements,
whether oral or in writing, relating to such subject matter, (iii) shall be
binding upon and inure to the benefit of the NAB Parties, Xxxxx and his assigns,
spouse, heirs and personal representatives, (iv) shall be governed and construed
in accordance with California law, without regard to principles of conflicts of
laws, and, if applicable, in accordance with federal law, (v) may not be amended
except in writing signed by NAB and Xxxxx, (vi) may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument and (vii) shall not
ever, in any manner or for any purposes, by any person or entity, or based upon
any foreseen or unforseen facts, events or circumstances, be subject to any
claim of mistake of fact or mistake of law. The language of this Agreement shall
for all purposes be construed as a whole, according to its fair meaning, not
strictly or against Xxxxx or any of the NAB Parties, and without regard to the
identity, relationship or status of any person who drafted all or any part of
it.
SECTION 11. ADEA PROVISION
XXXXX AGREES THAT (1) IN SECTION 6(b) OF THIS AGREEMENT HE HAS RELEASED,
WAIVED AND FOREVER GIVEN UP ANY CLAIMS OR AGE DISCRIMINATION UNDER THE ADEA
WHICH HE MAY HAVE AGAINST THE NAB PARTIES (THE "WAIVER"); (2) NAB HAS ADVISED
AND RECOMMENDED IN WRITING, AND NAB HEREBY AGAIN SO ADVISES AND RECOMMENDS, THAT
XXXXX CONSULT WITH AN ATTORNEY OF HIS CHOICE CONCERNING THIS AGREEMENT; (3)
XXXXX HAS HAD AMPLE TIME TO SO CONSULT WITH AN ATTORNEY OF HIS CHOICE; (4) PRIOR
TO SIGNING THIS AGREEMENT XXXXX HAS HAD THE OPPORTUNITY TO TAKE NOT FEWER THAN A
FULL TWENTY-ONE (21) DAYS (THE "XXXXX SIGNING PERIOD") IN WHICH TO CONSIDER THE
WAIVER, THIS AGREEMENT, AND EACH AND ALL OF THE RESULTS AND CONSEQUENCES OF HIS
EXECUTION OF THIS AGREEMENT; (5) HE HAS A FULL SEVEN (7) DAYS FOLLOWING HIS
EXECUTION OF THIS AGREEMENT IN WHICH TO REVOKE THE WAIVER (THE "REVOCATION
RIGHT"); AND (6) THE WAIVER IS NOT EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION
OF THAT SEVEN (7) DAY REVOCATION PERIOD (THE "REVOCATION PERIOD").
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IF, WITHIN THE SEVEN (7) DAY REVOCATION PERIOD DESCRIBED IN THE
IMMEDIATELY PRECEDING PARAGRAPH, XXXXX REVOKES THE WAIVER, NAB SHALL HAVE TEN
(10) BUSINESS DAYS THEREAFTER (THE "TERMINATION PERIOD") IN WHICH TO NOTIFY HIM
OF ITS DECISION TO (1) PERMIT THE REMAINDER OF THE AGREEMENT TO REMAIN IN FULL
FORCE AND EFFECT OR (2) TERMINATE THIS AGREEMENT IN ITS ENTIRETY AND FOR ALL
PURPOSES (THE "TERMINATION RIGHT").
XXXXX HAS READ THIS AGREEMENT AND THE CONSULTING AGREEMENT AND HAS TAKEN THE
TIME NECESSARY TO REVIEW COMPLETELY AND FULLY UNDERSTAND THIS AGREEMENT. XXXXX
HAS HAD, OR HAS HAD THE UNRESTRICTED RIGHT AND OPPORTUNITY TO HAVE, THIS
AGREEMENT AND THE CONSULTING AGREEMENT AND EACH AND EVERY RESULT AND CONSEQUENCE
OF THE EXECUTION HEREOF AND THEREOF FULLY EXPLAINED TO HIM BY COMPETENT AND
EXPERIENCED LEGAL COUNSEL CHOSEN SOLELY BY HIM. HE FULLY UNDERSTANDS THIS
AGREEMENT AND THE CONSULTING AGREEMENT, ACCEPTS SUCH AGREEMENTS, AGREES TO SUCH
AGREEMENTS, AND AGREES THAT SUCH AGREEMENTS ARE FULLY BINDING UPON HIM FOR ALL
PURPOSES.
SECTION 12. EFFECTIVE DATE; EFFECTIVENESS
If Xxxxx has signed this Agreement within the Xxxxx Signing Period (as
defined in Section 11) and has not exercised his Revocation Right (as defined in
Section 11) within the Revocation Period (as defined in Section 11), the term
"EFFECTIVE DATE," as used herein, means the next business day following the
expiration of the Revocation Period.
If (A) Xxxxx has signed this Agreement within the Xxxxx Signing Period and
has exercised the Revocation Right within the Revocation Period and (B) NAB has
not exercised the Termination Right (as defined in Section 11) within the
Termination Period (as defined in Section 11), the term "EFFECTIVE DATE," as
used herein, means the next business day following the expiration of the
Termination Period.
This Agreement shall become effective only if (i) NAB shall have executed
this Agreement and (ii) Xxxxx shall have executed this Agreement within the
Xxxxx Signing Period and shall have delivered an original hereof to NAB by no
later than the first business day after the expiration of the Xxxxx Signing
Period and (iii) either (A) Xxxxx shall not have exercised the Revocation Right
within the Revocation Period or (B) if Xxxxx shall exercised the Revocation
Right within the Revocation Period, NAB shall not have exercised the Termination
Right within the Termination Period.
If this Agreement becomes effective in accordance with the preceding
paragraph, NAB and Xxxxx shall execute and deliver to each other acknowledgment
of the same in the form of Exhibit B attached hereto and made a part hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
respective dates indicated below.
Dated: July 6, 1999 NAB ASSET CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board
Dated: ____________, 1999 /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Individually
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