EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE
EMPLOYMENT AGREEMENT, by and
between THE AEGIS CONSUMER
FUNDING GROUP, INC., a Delaware
corporation, with offices at 000
Xxxxxxxxxx Xxxx., Xxxxxx Xxxx, Xxx
Xxxxxx 00000 (the "Company"), and
XXXXX XXXX, residing at 0 Xxxxxxx Xxxxx,
Xxxxxx Xxxxx, Xxx Xxxxxx 00000 (the
"Executive"), is amended and restated as
of April 1, 1997.
W I T N E S S E T H:
WHEREAS, the Executive and
the Company have entered into an
Employment Agreement dated as of March
1, 1994, as amended (the "Prior Agree-
ment"), pursuant to which the Executive
holds the office of Executive Vice
President/National Sales Manager;
WHEREAS, the Company has
determined that it is in its best interest and
that of its stockholders to recognize the
contribution that the Executive has made
and is expected to continue to make to the
Company's business and to retain his
services in the future;
WHEREAS, in view of recent
changes in the industry in which the
Company is involved, the Company has
determined that it is in its best interest and
that of its stockholders to revise and
restate the terms of Executive's continued
employment with the Company; and
WHEREAS, the Executive and
the Company desire to terminate and
supersede the Prior Agreement and to set
forth in this Agreement the terms and
conditions of the Executive's continued
employment with the Company;
NOW, THEREFORE, in
consideration of the premises and the
mutual covenants contained herein, the
parties hereto agree as follows:
1. Employment. The
Company agrees to and does hereby
continue to employ the Executive, and the
Executive agrees to and does hereby
accept continued employment by the
Company, subject to the terms and
conditions herein set forth.
2. Term. The term of the Execu
tive's employment hereunder shall com
mence as of April 1, 1997 (the "Effective
Time") and shall terminate on April 1,
1999 (such period hereinafter referred to
as the "Term") unless terminated prior to
such date.
3. Duties.
(a) During the Term, the
Executive shall be employed as a senior
executive officer of the Company and shall
be in charge of and responsible for the
general and supervisory duties normally
and customarily attendant to such office in
a consumer finance and loan servicing
business and shall render such other lawful
services, and exercise such powers, which
are from time to time requested of him,
assigned to him or vested in him by the
Board of Directors of the Company (the
"Board") and which are commensurate
with his position as Executive Vice
President/National Sales Manager.
(b) The Executive agrees
that, during the Term, unless the Board
shall otherwise consent, he will devote
substantially his full time, energies, labor
and skills to the business of the Company.
The Company shall provide the Executive
with his own office space and appropriate
administrative or clerical assistance, all in
a location reasonably appropriate to enable
the Executive to fulfill his duties, and each
commensurate with the Executive's posi-
tion, duties and responsibilities.
(c) It is hereby
acknowledged that, subject to Paragraph
10 hereof, the Executive may either
presently, or in the future, be involved in
business, charitable or community
activities so long as such other activities
do not interfere with the performance by
the Executive of his duties hereunder.
4. Compensation. In
consideration for services performed here-
under, the Company shall pay to the
Executive an annual salary of $300,000, in
installments payable in accordance with the
Company's customary payroll practices.
In addition, the Company shall reimburse
the Executive for all expenses reasonably
incurred by him in connection with the
performance of his duties hereunder and
the business of the Company upon the sub-
mission to the Company of appropriate
receipts therefor.
Notwithstanding the foregoing,
for the period commencing at the Effective
Time and ending on March 31, 1997, the
Executive shall be compensated under the
terms of the Prior Agreement; provided,
however, that if, as a result, the Executive
becomes entitled to receive in respect of
the fiscal quarter ending March 31, 1997,
gross amounts in excess of $50,000, the
amount of such excess shall be used as an
offset against the bonus amounts to which
the Executive may become entitled
pursuant to Section 6 hereof. For the
period of the Term commencing on April
1, 1997, the Executive's compensation
shall be determined solely under the terms
of this Agreement.
5. Vacation. The Executive
shall be entitled to four weeks' paid
vacation during each twelve (12) month
period of his employment hereunder, to be
taken at times mutually agreeable to the
Executive and the Company.
6. Bonus.
(a) Determination of
Bonus Pool. A Bonus Pool shall be
determined for the period commencing on
July 1, 1997 and ending on June 30, 2000
(the "Bonus Period").
(i) "Consolidated Net
After Tax Income" ("CNATI") shall
mean, with respect to any period, the
net after tax income of the Company
from operations currently conducted
by the Company (including for such
purpose the servicing and origination
of automobile loans or mortgages)
before extraordinary items as report-
ed on the audited financial statements
of the Company with respect to such
period, which amount shall be:
(A) increased to eliminate bonuses
paid or payable hereunder;
(B) reduced to eliminate any gain
accrued on sales in such fiscal year
with respect to securitization,
whether or not any such
securitization was effected in such
fiscal year; (C) increased or reduced
without duplication, to give effect to
net cash received or disbursed in
connection with securitizations; (D)
adjusted to eliminate any income
attributable to securitization of assets
by the Company prior to the
securitization designated as "97-1"
and (E) adjusted to provide for
applicable taxes (current and de-
ferred) on (A), (B), (C) and (D)
above.
(ii) An amount ("Total
Assets") shall be determined by
aggregating the total weighted
average of assets owned by the
Company during the Bonus Period,
whether such assets are owned by the
Company (including its subsidiaries)
or by a special purpose vehicle,
excluding for this purpose assets
owned by the Company prior to the
securitization designated as "97-1".
For purposes of this Agreement, a
"special purpose vehicle" shall be a
corporation or other entity created for
the purpose of effecting
securitizations in which the Company
has a retained interest or which have
recourse to the Company and which
are not otherwise reflected as
consolidated subsidiaries on the
Company's financial statements.
(iii) A percentage
("ROA") shall be determined by
dividing the CNATI for the Bonus
Period by Total Assets for the Bonus
Period and dividing the quotient
thereof by the number three (3).
(iv) The amount of the
Bonus Pool for the Bonus Period
shall be determined in accordance
with the following schedule:
(A) if ROA is less than
.5%, the Bonus Pool
shall be 0% of
CNATI;
(B) if ROA is at least
.5% but no greater
than .749%, the
Bonus Pool shall be
16% of CNATI in
excess of the amount
of CNATI that would
equal an ROA of
.5% (such amount of
CNATI equaling an
ROA of .5% being
hereinafter referred
to as "Base
CNATI");
(C) if ROA is at least
.75% but no greater
than .875%, the
Bonus Pool shall
equal (x) 5% of Base
CNATI plus (y) 16%
of CNATI in excess
of Base CNATI;
(D) if ROA is at least
.876% but no greater
than .99%, the
Bonus Pool shall
equal (x) 7.5% of
Base CNATI plus (y)
16% of CNATI in
excess of Base
CNATI;
(E) if ROA is at least
1.0% but no greater
than 1.249%, the
Bonus Pool shall
equal (x) 10% of
Base CNATI plus (y)
16% of CNATI in
excess of Base
CNATI;
(F) if ROA is at least
1.25% but no greater
than 1.499%, the
Bonus Pool shall
equal (x) 12.5% of
Base CNATI plus (y)
16% of CNATI in
excess of Base
CNATI; and
(G) if ROA is 1.5% or
more, the Bonus
Pool shall equal 16%
of CNATI.
(b) Allocation of Bonus
Pool. As soon as practicable, but no later
than sixty (60) days following the
certification of the Company's financial
statements in respect of the fiscal year of
the Company ending June 30, 2000, the
Bonus Pool shall be allocated by the then
most senior executive among Messrs.
Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxx
Xxxxxxx and Xxxxx Xxxx, in such
individual's sole discretion, between (i) the
Senior Executive Group, consisting of
Messrs. Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx,
Xxxx Xxxxxxx and Xxxxx Xxxx, and (ii) the
Executive Group, consisting of the Chief
Financial Officer, any Executive Vice
President and such other employees of the
Company as the Chairman shall in his
discretion designate; provided, however,
that no less than 5% of the Bonus Pool
shall be allocated to the Executive Group.
Except as hereinbelow provided, one-
fourth (1/4) of that portion of the Bonus
Pool allocated to the Senior Executive
Group in accordance with the immediately
preceding sentence shall be allocated to
each of the members of the Senior Execu-
tive Group (such individual's allocation,
the "Bonus"), and that portion of the
Bonus Pool allocated to the Executive
Group in accordance with the immediately
preceding sentence shall be allocated
among the members of the Executive
Group as determined by the Chairman in
his sole discretion. If the employment of
the Executive is terminated by the
Company without Cause or by the Execu-
tive with Good Reason, he shall be entitled
to receive 100% of his Bonus at such time
as the Bonus otherwise becomes payable.
If the employment of the Executive is
terminated by the Company for Cause or
by the Executive without Good Reason (A)
during the first year of the Term, the
Executive's right to receive any portion of
the Bonus shall be forfeited or (B) during
the second year of the Term, he shall be
entitled to receive, at such time as the
Bonus otherwise becomes payable, an
amount equal to one-half (1/2) of the
Bonus otherwise attributable to him. In
the event that, prior to February 1, 1999,
the Company offers to the Executive an
extension of his employment for at least
one (1) year following the end of the Term
on terms substantially similar to those pro-
vided herein and the Executive does not
accept such offer, the Executive shall be
entitled to receive, at the time such Bonus
otherwise becomes payable, an amount
equal to two-thirds (2/3) of the Bonus
otherwise attributable to him. In the event
that, prior to February 1, 1999, the
Company does not offer to the Executive
an extension of his employment for at least
one (1) year following the end of the Term
on terms substantially similar to those pro-
vided herein, the Executive shall be
entitled to receive, at the time such Bonus
otherwise becomes payable, an amount
equal to five-sixths (5/6) of the Bonus
otherwise attributable to him. Any portion
of the Bonus not paid to the Executive by
operation of this Agreement shall be
allocated in such amounts and to such
employees as the Board of Directors may
in its discretion determine.
(c) Payment of Bonuses.
The bonus determined pursuant to this
Section 6 shall be paid to the Executive
not less than ten (10) business days
following the allocations described in
subparagraph (b) hereof; provided, howev-
er, that to the extent that the determination
of CNATI set forth in subparagraph (a)
hereof includes income accrued as a result
of securitizations effected during the Bonus
Period commencing with the securitization
designated by the Company as "1997-1,"
that portion of the Bonus Pool allocated to
such income will be paid only when and to
the extent that cash is released to the
Company from the reserve fund or funds
applicable to such securitizations. The
Company's obligation to pay the Executive
the Bonus accrued pursuant to this Section
6 shall survive the termination of this
Agreement.
7. Benefits.
(a) Throughout the
Term, the Executive shall be eligible to
participate in any pension, profit-sharing,
stock option or similar plan or program of
the Company now existing or established
hereafter for the benefit of its employees
generally, to the extent that he is eligible
under the general provisions thereof. The
Executive shall also be entitled to
participate in any group insurance,
hospitalization, medical, health and
accident, disability or similar or nonsimilar
plan or program of the Company now
existing or established hereafter for the
benefit of its employees or executives
generally, to the extent that he is eligible
under the general provisions thereof. To
the extent that it can be accomplished
without cost to the Company above that
payable in respect of other senior officers
of the Company, the benefits under such
plans and programs shall be at least
equivalent to the benefits available to the
Executive under plans and programs in
which he was participating on January 1,
1994. To the extent that the foregoing
plans and programs do not provide the
Executive with disability insurance
providing a maximum benefit level of at
least $10,000 per month, the Company
shall supplement such plans and programs
to provide such coverage.
(b) The Company shall
reimburse the Executive in a monthly
amount not to exceed $1,000 in respect of
the cost of leasing or purchasing an
automobile to be used by him in connec-
tion with the Company's business. In
addition, the Company shall be responsible
for all reasonable costs of operating,
repairing, maintaining and insuring such
automobile.
(c) The Company shall
provide the Executive with a policy of
term life insurance in an amount equal to
$1 million (or, in the Executive's discre-
tion, any other form or amount of life
insurance at an annual premium cost to the
Company not in excess of the annual
premium for such a policy providing $1
million of term life insurance), payable to
such beneficiary or such beneficiaries as
shall be designated in writing by the
Executive. Such policy shall be owned by
the Executive or any person or entity
designated by him. Any incremental
increase in the premium cost arising by
virtue of the Executive being uninsurable
at standard rates shall be paid by the
Executive.
(d) In the event that the
Executive shall die prior to the end of the
Term, then, as an additional death benefit,
the Company shall pay to the Executive's
beneficiary or beneficiaries, as the Execu-
tive shall have indicated in writing to the
Company (or, if no such beneficiary has
been designated, to the Executive's estate),
an amount equal to one-half (1/2) of the
Executive's annual salary in effect at the
time of the Executive's death, pursuant to
the terms of this Agreement. Such death
benefit shall be paid (i) in addition to any
sum otherwise required to be paid to such
beneficiary or to the Executive's estate by
the Company and (ii) in six (6) equal
consecutive monthly installments,
commencing on the first date following the
Executive's death that the Executive would
have otherwise received a salary payment
hereunder if the Executive had survived.
(e) In the event the
Company shall cause the Executive to
relocate to offices not within reasonable
commuting distance of his then current
residence, the Executive shall be entitled
to receive full reimbursement from the
Company for all customary expenses
incurred in connection with the
Executive's moving his residence to a
location within reasonable commuting
distance of such new office location. Such
expenses shall include but not be limited to
the costs of moving, packing and storing
the Executive's personal effects, real estate
brokerage fees and legal and other
incidental costs. In addition, provided that
the Executive is making a reasonably dili-
gent effort to sell his then current
residence at a price established in good
faith based upon then current market
conditions in the immediate vicinity,
pending the Executive's sale of his then
current residence the Company shall make
available to the Executive appropriate
living facilities maintained by the
Company in the vicinity of the new office
location and shall reimburse the cost of
traveling once a week between such
residence and office locations. The
Company shall further reimburse the
Executive upon sale of such residence for
the amount, if any, by which the net pro-
ceeds from such sale (after brokerage,
legal and other incidental closing costs) are
less than the costs to the Executive of such
residence, including any improvements
thereto. The Company shall further pay
the Executive an amount equal to the
federal, state and local income taxes due
(at the highest marginal brackets then in
effect) from the Executive with respect to
all amounts payable by the Company
pursuant to this subsection (e) to the extent
not deductible to the Executive under the
Internal Revenue Code of 1986, as
amended, and the regulations thereunder.
8. Termination of
Executive's Employment.
(a) Notwithstanding any
provisions contained herein to the
contrary, the Executive's employment may
be terminated by the Company upon the
Executive's death or disability (as defined
below) or for Cause (as defined below),
and the Executive may terminate his
employment for Good Reason (as defined
below);
(b) For purposes of this
Agreement, "disability" shall mean the
Executive is mentally or physically
disabled from properly and fully
performing his duties and responsibilities
hereunder for a period of 120 consecutive
days or for 180 days, even though not
consecutive, within any 360-day period, all
as evidenced by the written certification of
a qualified medical doctor agreed to by the
Company and the Executive or, in the
absence of such agreement, by a doctor
selected by the agreement of a qualified
medical doctor selected by each of the
Company and the Executive;
(c) For purposes of this
Agreement, "Cause" shall mean: (i) the
conviction of the Executive of a felony by
a federal or state court of competent
jurisdiction; (ii) the continued failure by
the Executive to substantially perform the
Executive's duties with the Company
(other than any such failure resulting from
the Executive's incapacity due to physical
or mental illness or any such actual or
anticipated failure after the issuance of a
notice of termination for Good Reason by
the Executive) after a written demand for
substantial performance is delivered to the
Executive by the Board, which demand
specifically identifies the manner in which
the Board believes that the Executive has
not substantially performed his duties,
(iii) the engaging by the Executive in
conduct which is demonstrably and
materially injurious to the Company or its
subsidiaries, monetarily or otherwise, or
(iv) the engaging by the Executive in an
actual act of dishonesty intended to result
in gain to the Executive at the expense of
the Company. In no event shall Cause be
deemed to include any action or inaction
on the part of the Executive undertaken in
good faith, consistent with his fiduciary
duties to the Company, which are within
the "business judgement rule" as such rule
or embodiment thereof has been
interpreted in accordance with the laws of
the applicable jurisdiction.
A notice of termination for
Cause shall include a copy of a resolution
duly adopted by the affirmative vote of a
majority of the entire membership of the
Board (not including the Executive) at a
meeting of the Board which was called and
held for the purpose of considering such
termination (after reasonable notice to the
Executive and an opportunity for the
Executive, together with the Executive's
counsel, to be heard before the Board)
finding that, in the good faith opinion of
the Board, the Executive was guilty of
conduct set forth in the immediately
preceding paragraph, and specifying the
particulars thereof in detail.
(d) For purposes of this
Agreement, "Good Reason" shall mean
any of the following: (i) the assignment to
the Executive of duties inconsistent with
the Executive's position, duties,
responsibilities, titles or offices as
described herein, (ii) any material
reduction by the Company of the
Executive's duties or responsibilities, (iii)
any reduction by the Company of the
Executive's compensation as set forth in
Paragraphs 4, 5, 6 or 7 hereof (it being
understood that a reduction of benefits
applicable to all executives of the Compa-
ny (including the Executive) shall not be
deemed a reduction of the Executive's
compensation package for purposes of this
definition) or (iv) requiring the Executive
to be based without his consent at a
location not within reasonable commuting
distance of his then current residence.
(e) In the event that the
Executive's employment hereunder is
terminated as a result of death, disability
or by the Company for Cause, or by the
Executive without Good Reason, or in the
event that this Agreement is not renewed
or extended at the end of the Term, then
the Company shall have no further obliga-
tions or liabilities to the Executive
hereunder, such that all benefits and salary
(but not the Company's obligation to pay
the Executive's Bonus) provided for within
this Agreement (except for any death or
disability benefits that would otherwise
continue past the date of such termination)
shall terminate simultaneously with the
termination of the Executive's employment
except for benefits and salary earned and
accrued through the date of such termina-
tion. Nothing in this subsection (e) shall
supersede any rights of the Executive to
receive any amounts or benefits otherwise
due to him upon the occurrence of any of
the events described in the immediately
preceding sentence, whether such rights
are created by this Agreement or
otherwise.
(f) In the event that the
Executive's employment hereunder is
terminated by the Company other than for
Cause, death, disability, or because the
Agreement has not been renewed or
extended, or by the Executive for Good
Reason, the Company shall continue to
provide the Executive with the salary,
bonus and benefits enumerated in Para-
graphs 4, 6 and 7 hereof, respectively, at
the levels in effect immediately prior to
such termination (or, if applicable, the
occurrence of the event constituting Good
Reason), for the remainder of the Term
(such period, the "Severance Period"). In
addition, following the Severance Period,
the Executive shall continue to be entitled
to receive payment of the Bonus earned in
accordance with Section 6 hereof.
(g) If the Executive's
employment hereunder is terminated under
Section 8(f) hereof, the Executive shall be
required to mitigate damages; provided,
however, that the Executive shall not be
required to accept employment that
requires him to perform duties inconsistent
with those of a senior executive officer or
professional at a level for which he is
qualified by reason of experience and
education. Any salary, bonus and benefits
(to the extent provided at no additional
cost to the Executive) received by the
Executive during or with respect to the
Severance Period and attributable to
services rendered by the Executive to
persons or entities other than the Company
shall be applied to reduce the Company's
obligation to make payments and provide
benefits attributable to periods after such
termination.
9. Stock Options. (a)
Effective as of the date hereof, options to
purchase an aggregate of 130,000 shares
of common stock of the Company previ-
ously awarded under the Company's 1994
Stock Option Plan (as amended) (the "1994
Plan") shall be cancelled to the Company.
In consideration for such cancellation, the
Compensation Committee of the Board
shall, effective as of the date hereof, grant
to the Executive an option to purchase
133,607 Shares (as defined in the 1994
Plan) under the terms set forth in the 1994
Plan, except as provided below:
Option exercise price per share:
$2.50;
Term of Option: 10 years from
the date of grant; and
Termination of Employment: if
the Executive's employment
hereunder is terminated by the
Company other than for Cause
or by the Executive for Good
Reason (as such terms are
defined herein), the option shall
remain exercisable, to the extent
exercisable as of the effective
date of such termination, for a
period of the lesser of (1) 1
year following the effective date
of such termination and (2) the
original term of such option.
(b) In addition, effective
as of the date hereof, options to purchase
an aggregate of 50,000 shares of common
stock of the Company previously awarded
under the Company's 1996 Stock Option
Plan (as amended) (the "1996 Plan") shall
be cancelled to the Company. In consider-
ation for such cancellation, the Compensa-
tion Committee of the Board shall,
effective as of the date hereof, grant to the
Executive an option to purchase 51,393
Shares (as defined in the 1996 Plan) under
the terms set forth in the 1996 Plan,
except that provisions in respect of the
option exercise price, term and
exercisability of such option set forth
above in subsection (a) of this Section 9
shall also apply to the option granted
hereunder.
10. Covenants of the
Executive.
(a) The Executive
acknowledges that his employment by the
Company will throughout his employment
bring him into close contact with many
confidential affairs of the Company,
including information about costs, profits,
markets, sales, key personnel, pricing
policies, operational methods, and other
business affairs, methods and information,
including plans for future developments,
not readily available to the public. The
Executive further acknowledges that the
services to be performed under this
Agreement are of a special, unique,
unusual, extraordinary and intellectual
character, and that the Company currently
competes or intends to compete with other
organizations that are located in all of the
states of the United States. In recognition
of the foregoing, the Executive covenants
and agrees that:
(i) he will not knowingly
divulge any material confidential
matters of the Company which are
not otherwise in the public domain
and will not intentionally disclose
them to anyone outside of the
Company during his employment by
the Company hereunder, other than
in the proper performance of the
duties contemplated herein, or
following the expiration or termina-
tion for any reason of his employ-
ment with the Company;
(ii) he will deliver
promptly to the Company upon the
termination of his employment, or at
any other time the Company may so
request, at the Company's expense,
all memoranda, notes, records,
reports and other documents (and all
copies thereof) relating to the
businesses of the Company which he
obtained while employed by, or
otherwise serving or acting on behalf
of, the Company, or any of its sub-
sidiaries or affiliates, and which he
may then possess or have under his
control; and
(iii) for so long as the
Executive continues to receive salary
from the Company, whether under
the terms of this Agreement or
otherwise (including, but not limited
to, the duration of the Severance
Period), the Executive will not,
unless the Board shall otherwise con-
sent, alone or together with any other
person, firm, partnership, corporation
or other entity whatsoever (except
any subsidiaries or affiliates of the
Company), directly or indirectly,
whether as an officer, director,
stockholder, partner, proprietor,
associate, employee, representative,
public relations or advertising repre-
sentative, management consultant or
otherwise:
(A)(A) engage in or
(B) become or be
interested in or
associated with any
other person, corpo-
ration, firm, partner-
ship or other entity
whatsoever engaged
in
any business which is competitive
with any business conducted or
contemplated by the Company (a
"Similar Business").
(b) Notwithstanding the
provisions of subsection (a)(iii) of this
Paragraph 10, the Executive may own, as
an inactive investor, securities of a corpo-
ration engaged in a competitive line of
business whose equity securities are
registered under Section 12(b) or 12(g) of
the Exchange Act, so long as his beneficial
ownership in any one such corporation
shall not in the aggregate constitute more
than five percent (5%) of any class of
equity securities of such corporation.
(c) As a separate and
independent covenant, the Executive
agrees that during the Term, including any
extensions or renewals therof, and for a
period of six months thereafter, the
Executive will not, without the consent of
the Company (which consent shall not be
unreasonably withheld) in any way,
directly or indirectly, for the purpose of
conducting or engaging in any Similar
Business, call upon, solicit, advise or
otherwise do, or attempt to do, business
with any clients, customers or accounts of
the Company (including for such purposes
any subsidiaries of the Company) with
whom the Exeuctive had any dealings
during the course of the Executive's
employment with the Company or any of
its affiliates or interfere or attempt to
interfere with any officers, employees,
representatives or agents of the Company,
or induce or attempt to induce any of them
to leave the employ of or violate the terms
of their contracts with the Company.
(d) The Executive agrees
that the remedy at law for any breach or
threatened breach of any covenant
contained in this Paragraph 10 will be
inadequate and that the Company, in
addition to such other remedies as may be
available to it, at law or in equity, shall be
entitled to injunctive relief without bond or
other security.
11. Governing Law. This
Agreement shall be construed in accor-
dance with and governed by the laws of
the State of New York applicable to
contracts executed in and to be performed
solely within such state.
12. Notices. All notices
required or permitted to be given by either
party hereunder, including notice of
change of address, shall be in writing and
delivered by hand, or mailed, postage
prepaid, certified or registered mail, return
receipt requested, to the other party as
follows:
If to the Company: The Aegis Consumer Funding
Group, Inc.
000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Chairman of the Board
If to the Executive: Xxxxx Xxxx
0 Xxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
13. Miscellaneous.
(a) Entire Agreement. This
Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof
and supersedes any and all prior oral or written
agreements and understandings; however, this
Agreement shall not supersede, diminish or modify
any rights of the Executive under any employee
benefit plans of the Company. There are no oral
promises, conditions, representations, under-
standings, interpretations or terms of any kind as
conditions or inducements to the execution hereof or
in effect among the parties. This Agreement may
not be amended, and no provision hereof shall be
waived, except by a writing signed by the Company
and the Executive, or in the case of a waiver, by the
party waiving compliance therewith, which states
that it is intended to amend or waive a provision of
this Agreement. Any waiver of any rights or failure
to act in a specific instance shall relate only to such
instance and shall not be construed as an agreement
to waive any rights or failure to act in any other
instance, whether or not similar.
(b) Further Acts. The parties
hereto agree that, after the execution of this
Agreement, they will make, do, execute or cause to
be made, done or executed all such further and other
lawful acts, deeds, things, devices, conveyances and
assurances in law whatsoever as may be required to
carry out the true intention and to give full force and
effect to this Agreement.
(c) Severability. Should any
provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or
prohibited by an applicable law, this Agreement shall
be considered divisible as to such provision, which
shall be inoperative, and the remainder of this
Agreement shall be valid and binding as though such
provision were not included herein.
(d) Successors and Assigns. This
Agreement shall inure to the benefit of, and be
binding upon, the Company and any corporation
with which the Company merges or consolidates or
to which the Company sells all or substantially all of
its assets, and upon the Executive and his executors,
administrators, heirs and legal representatives.
(e) Headings. All headings in this
Agreement are for convenience only and are not
intended to affect the meaning of any provision
hereof.
(f) Counterparts. This Agreement
may be executed in two or more counterparts with
the same effect as if the signatures to all such
counterparts were upon the same instrument, and all
such counterparts shall constitute but one instrument.
(g) Costs of the Agreement. The
Company agrees to reimburse the Executive for all
of the costs of negotiating and drafting this
Agreement, including the reasonable fees and
expenses of the Executive's attorneys, such xxxx-
bursement to be paid whether or not this Agreement
becomes effective.
IN WITNESS WHEREOF, the Executive
has executed this Agreement and the Company has
caused this Agreement to be executed by its duly
authorized officer as of the day and year first above
written.
THE AEGIS CONSUMER FUNDING
GROUP,INC.
By:
Name:
Title:
Xxxxx Xxxx
