1
EXHIBIT 10.1.2.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January
1, 1997, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), and XXXXXXX X. XXXXX ("the Employee") and
amends the current Employment Agreement between the Company and Employee, which
current Employment Agreement was effective January 1, 1996.
WHEREAS, the Company and Employee are parties to an Employment
Agreement ("Agreement") effective January 1, 1996 with a one year term which
expires December 31, 1996 ("Agreement"), and
WHEREAS, the Company and Employee wish to amend such Agreement as set
forth below,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. Section I of the Agreement, entitled "Employment and Duties" is
amended to delete the current section 1 and replace it with the following:
"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 the Chief Operating Officer of
the Company, and the Employee accepts such employment and agrees to
perform such reasonable responsibilities and duties commensurate
with the aforesaid position, as directed by the Chief Executive
Officer and as set forth in the Articles of Incorporation and the
Bylaws of the Company. Any change in such title or delegation of
duties inconsistent with such title shall be deemed a Termination
Without Cause under section 7 (b) of this Agreement."
2. Section 2 of the Agreement, entitled "Term" is amended to delete the
current section 2 and replace it with the following:
1
2
"2. Term. The term of the Agreement shall be for a period of
three (3) years commencing January 1, 1997 and ending December 31,
1999, subject to termination as set forth in Section 7 hereof."
3. Section 3 of the Agreement entitled "Salary" is amended to delete
the current section 3 and replace it with the following:
"3. Salary. During the term of this Agreement, the Company
shall pay Employee a minimum base annual salary, before deducting
all applicable withholdings, of $325,000 per year, payable at the
times and in the manner dictated by the Company's standard payroll
policies. Such base salary may be periodically reviewed and
increased (but not decreased) at the discretion of the Chief
Executive Officer and/or the Compensation Committee of the Board of
Directors to reflect among other matters cost of living increases
and performance results."
4. Section 7 of the Agreement entitled "Termination" and subsection (b)
thereof entitled "Without Cause" is amended to delete the current subsection (b)
and replace it with the following:
"(b) Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. (i) If
the Company terminates hereunder, it shall pay to the Employee an
amount equal to the product of (A) the Employee's minimum base annual
salary rate in effect as of the date of termination plus the bonus paid
for calender year 1996 and paid in 1997 (base year bonus), multiplied
by (B) the greater of the number of years (including partial years)
remaining in the term of employment hereunder or the number 2, such
payment to be made in a lump sum on or before the fifth day following
the date of termination, or as otherwise directed by Employee. The
Company shall maintain in full force and effect, for the continued
benefit of the Employee for the greater of the number of years
(including partial years) remaining in the term of employment hereunder
or the number 2, all employee benefit plans and programs in which the
executive was entitled to participate immediately prior to the date of
termination provided that the Employee's continued
2
3
participation is possible under the general terms and provisions of such
plans and programs. In the event that the Employee's participation in
any such plan or program is prohibited, the Company shall, at the
Company's expense, arrange to provide the Employee with or, if not
possible to arrange, to pay Employee the economic value of benefits
substantially similar to those which the Employee would otherwise have
been entitled to receive under such plans and programs from which his
continued participation is prohibited. (ii) If the Employee terminates
hereunder, the Company shall be obligated to pay the Employee the
minimum base annual salary and a prorated annual bonus as set forth in
Sections 3 and 4 due him through the date of termination."
5. Section 8 of the Agreement entitled "Severance Payment," and
subsection (b) (ii) thereof is amended to delete the current subsection (b) (ii)
and replace it with the following:
(ii) in lieu of any further salary and bonus payments or
other payments due to the Employee for periods subsequent to the date of
termination, the Company shall pay as severance to the Employee an
amount equal to the product of (A) the Employee's annual salary rate in
effect as of the date of termination plus the base year bonus,
multiplied by (B) the greater of the number of years (including partial
years) remaining in the term of employment hereunder or the number 2,
such payment to be made in a lump sum on or before the fifth day
following the date of termination; and
6. A new section 9 (a) shall be added to the Agreement entitled
"Relocation" stating as follows:
"9. Relocation. At the Company's request, Employee has
relocated to and agreed to reside in Santa Xxxxxxx County, California to
perform his duties hereunder. Employee shall not be required to move
from Santa Xxxxxxx County, California to perform his duties hereunder
during the term of this Agreement."
3
4
7. In the seventh line of section 8 (b) (iii) of the Agreement, the word
"at the Company's expense" shall be added after the word "shall" and before the
word "arrange."
8. Effect on Employment Agreement. Except as herein amended, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties have executed this First Amendment to
Employment Agreement as of the date set forth herein above.
FIDELITY NATIONAL FINANCIAL, INC.
/s/ XXXXXXX X. XXXXX
-----------------------------------
By: Xxxxxxx X. Xxxxx, XX
Its: Chairman of the Board and Chief
Executive Officer
XXXXXXX X. XXXXX
/s/ XXXXXXX X. XXXXX
-----------------------------------
4
5
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January
1, 1997, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), and XXXXX X. XXXXX ("the Employee") and
amends the current Employment Agreement between the Company and Employee, which
current Employment Agreement was effective January 1, 1996.
WHEREAS, the Company and Employee are parties to an Employment
Agreement ("Agreement") effective January 1, 1996 with a one year term which
expires December 31, 1996 ("Agreement"), and
WHEREAS, the Company and Employee wish to amend such Agreement as set
forth below,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. Section I of the Agreement, entitled "Employment and Duties" is
amended to delete the current section I and replace it with the following:
" 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 the President of the Company, and
the Employee accepts such employment and agrees to perform such
reasonable responsibilities and duties commensurate with the aforesaid
position, as directed by the Chief Executive Officer and as set forth in
the Articles of Incorporation and the Bylaws of the Company. Any change
in such title or delegation of duties inconsistent with such title shall
be deemed a Termination Without Cause under section 7 (b) of this
Agreement."
2. Section 2 of the Agreement, entitled "Term" is amended to delete the
current section 2 and replace it with the following:
1
6
"2. Term. The term of the Agreement shall be for a period of
three (3) years commencing January 1, 1997 and ending December 31,
1999, subject to termination as set forth in Section 7 hereof."
3. Section 7 of the Agreement entitled "Termination" and subsection (b)
thereof entitled "Without Cause" is amended to delete the current subsection (b)
and replace it with the following:
"(b) Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. (i) If
the Company terminates hereunder, it shall pay to the Employee an
amount equal to the product of (A) the Employee's minimum base annual
salary rate in effect as of the date of termination plus the bonus paid
for calender year 1996 and paid in 1997 (base year bonus), multiplied
by (B) the greater of the number of years (including partial years)
remaining in the term of employment hereunder or the number 2, such
payment to be made in a lump sum on or before the fifth day following
the date of termination, or as otherwise directed by Employee. The
Company shall maintain in full force and effect, for the continued
benefit of the Employee for the greater of the number of years
(including partial years) remaining in the term of employment hereunder
or the number 2, all employee benefit plans and programs in which the
executive was entitled to participate immediately prior to the date of
termination provided that the Employee's continued participation is
possible under the general terms and provisions of such plans and
programs. In the event that the Employee's participation in any such
plan or program is prohibited, the Company shall, at the Company's
expense, arrange to provide the Employee with or, if not possible to
arrange, to pay Employee the economic value of benefits substantially
similar to those which the Employee would otherwise have been entitled
to receive under such plans and programs from which his continued
participation is prohibited. (ii) If the Employee terminates hereunder,
the Company shall be obligated to pay the Employee the minimum base
annual salary and a prorated annual bonus as set forth in Sections 3
and 4 due him through the date of termination."
2
7
4. Section 8 of the Agreement entitled "Severance Payment," and
subsection (b) (ii) thereof is amended to delete the current subsection (b) (ii)
and replace it with the following:
(ii) in lieu of any further salary and bonus payments or
other payments due to the Employee for periods subsequent to the date of
termination, the Company shall pay as severance to the Employee an
amount equal to the product of (A) the Employee's annual salary rate in
effect as of the date of termination plus the base year bonus,
multiplied by (B) the greater of the number of years (including partial
years) remaining in the term of employment hereunder or the number 2,
such payment to be made in a lump sum on or before the fifth day
following the date of termination; and
5. A new section 9 (a) shall be added to the Agreement entitled
"Relocation" stating as follows:
"9. Relocation. Employee shall not be required to move from the
State of California to perform his duties hereunder during the term of
this Agreement."
6. In the seventh line of section 8 (b) (iii) of the Agreement, the word
"at the Company's expense" shall be added after the word "shall" and before the
word "arrange."
7. Effect on Employment Agreement. Except as herein amended, all
provisions of the Agreement shall remain in full force and effect.
3
8
IN WITNESS WHEREOF the parties have executed this First Amendment to
Employment Agreement as of the date set forth herein above.
FIDELITY NATIONAL FINANCIAL, INC.
/s/ XXXXXXX X. XXXXX
----------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Chairman of the Board and
Chief Executive Officer
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
----------------------------------------
4
9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is effective as of April 1,
1997, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
(the "Company"), and XXXXXX X. XXXXXX (the "Employee"), and supersedes any prior
employment agreement entered into between the parties. 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 the General Counsel and Executive Vice President of the
Company, and the Employee accepts such employment and agrees to perform such
reasonable responsibilities and duties commensurate with the aforesaid position,
as directed by the Chief Executive Officer and as set forth in the Articles of
Incorporation and the Bylaws of the Company. Any change in such title or
delegation of duties inconsistent with such title shall be deemed a Termination
Without Cause under section 7 (b) of this Agreement.
2. Term. The term of this Agreement shall be for a period of three (3)
years commencing on the date hereof and continuing for three (3) years until
March 31, 2000, subject to termination as set forth in Section 7 hereof.
3. Salary. During the term of this Agreement, the Company shall pay
Employee a minimum base annual salary, before deducting all applicable
withholdings, of $150,000 per year, payable at the times and in the manner
dictated by the Company's standard payroll policies. Such base salary may be
periodically reviewed and increased (but not decreased) at the discretion of the
Chief Executive Officer and/or the Compensation Committee of the Board of
Directors to reflect among other matters cost of living increases and
performance results.
4. Other Compensation and Fringe Benefits. In addition to any executive
bonus, pension, deferred compensation and stock option plans which the Company
may from time to time make available to Employee upon mutual agreement, the
Employee shall be entitled to the following:
1
10
(a) The standard Company benefits enjoyed by the Company's other top
executives.
(b) Company shall pay Employee's initiation and membership dues in a
social and/or recreational club as deemed necessary and appropriate by Employee
to maintain various business relationships on behalf of the Company; provided,
however, that the Company shall not be obligated to pay for any of Employee's
personal purchases and expenses at such clubs.
(c) Company shall provide medical and insurance coverage to Employee
and his dependents commencing on the date of execution hereof and so long as
this Agreement and all renewals of same are in force and effect.
(d) Supplemental disability insurance sufficient to provide two-thirds
of pre-disability base salary as base salary has been defined in Section 3.
(e) An annual bonus equal to $5,000 for each full percentage point the
Company's return on equity exceeds 10% (based on equity as of the beginning of
the year being measured). Return on equity shall be determined by dividing net
income before extraordinary items by stockholders' equity as of the beginning of
the year being measured. Any fractional percentage point increase shall be
applied to $5,000 to determine the amount of such bonus ( for example, an 11.5%
return on equity would result in a $7,500 bonus). Said bonus shall be paid no
later than March 31st of each year and is fully vested in the event of a
non-renewal of this agreement or is vested pro-rata in the event of a
termination of this Agreement other than for cause. The Board may additionally,
in its sole discretion, grant to Employee an annual merit bonus based upon
Employee's performance during the preceding year and any other factors the Board
considers relevant. Notwithstanding the effective date of this Agreement, the
start date for the 1997 bonus calculation shall be January 1, 1997.
(f) Options. Employee and the Company executed a letter entitled "Terms
of Employment" under which Employee received certain options and the right to
earn certain options (the "Letter"). A copy of the Letter is attached hereto as
Exhibit "A" Employee shall retain the right to the options and future grants of
options as referenced in paragraphs 2, 3, 4, and 6 of the Letter, as such rights
are
2
11
expressed in the Letter. Employee shall also continue to have the right to
represent Xxxx X. Xxxxxxx as set forth in paragraph 5 of the Letter.
The Company shall deduct from all compensation payable under this
Agreement to 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 this Agreement, the Employee
shall be entitled to reasonable vacation periods with pay consistent with his
positions with the Company. In addition, 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. Expense Reimbursement. In addition to the compensation and benefits
provided herein, the Company shall, upon receipt of appropriate documentation,
reimburse Employee each month for his reasonable travel, lodging, entertainment,
promotion and other ordinary and necessary business expenses.
7. Termination.
(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 to pay the Employee that portion of the minimum base
compensation set forth in Section 3 due him through the date of termination.
Cause shall be limited to gross and willful neglect of duties or criminal or
other illegal activities as determined by a court of competent jurisdiction.
(b) Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. (i) If the
Company terminates hereunder, it shall pay to the Employee an amount equal to
the product of (A) the Employee's minimum base annual salary rate in effect as
of the date of termination plus the bonus paid for calender year 1996 and paid
in 1997 (base year bonus), multiplied by (B) the greater of the number of years
(including partial years) remaining in the term of employment hereunder or the
number 2. Such payment to be made in a lump sum on or before the fifth day
following the date of termination, or as otherwise directed by Employee. The
Company shall maintain in full force and effect, for the continued benefit of
the Employee for the greater of the number of
3
12
years (including partial years) remaining in the term of employment hereunder or
the number 2, all employee benefit plans and programs in which the executive was
entitled to participate immediately prior to the date of termination provided
that the Employee's continued participation is possible under the general terms
and provisions of such plans and programs. In the event that the Employee's
participation in any such plan or program is prohibited, the Company shall, at
the Company's expense, arrange to provide the Employee with or, if not possible
to arrange, to pay Employee the economic value of benefits substantially similar
to those which the Employee would otherwise have been entitled to receive under
such plans and programs from which his continued participation is prohibited.
(ii) If the Employee terminates hereunder, the Company shall be obligated to pay
the Employee the minimum base annual salary and a prorated annual bonus as set
forth in Sections 3 and 4 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 nine (9)
consecutive months, the Company shall have the right upon written notice to the
Employee to terminate this Agreement without further obligation by paying
Employee the minimum base salary without offset for the remainder of the term of
this Agreement and the base year bonus without offset prorated through the date
of termination in a lump sum or as otherwise directed by Employee.
(d) Death. If the Employee dies during the term of this Agreement,
this Agreement shall terminate immediately, and the Employee's legal
representatives shall be entitled to receive the base salary for the remainder
of the term of this Agreement and the minimum annual bonus without offset
prorated through the date of termination in a lump sum or as otherwise directed
by Employee's legal representative.
(e) Effect of Termination. Termination for any cause shall not
constitute a waiver of the Company's rights under this Agreement nor a release
of Employee from any obligation hereunder except his obligation to perform his
day-today duties as an employee.
8. Severance Payment.
4
13
(a) Employee may terminate his employment hereunder for "Good Reason".
For purposes of this Agreement, "Good Reason" shall mean a change in control of
the Company (as defined below). For purposes of this Agreement, a "change in
control of the Company shall be deemed to have occurred if (i) there shall be
consummated (x) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation, or pursuant to which shares of
the Company's Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving corporation immediately
after the merger, or (y) any sale, lease exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (ii) the stockholders of the Company approved
any plan or proposal for the liquidation or dissolution of the Company, or (iii)
any "person" (such as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or
any "person" who on the date hereof is a director or officer of the Employer, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), of securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities, or (iv) during any
period of two (2) consecutive years during the term of this Agreement or any
renewals hereof, individuals who at the beginning of such period constitute the
board cease for any reason to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors representing at least two-thirds of
the directors then in office who were directors at the beginning of the period.
Employee may only terminate this Agreement due to a change in control of the
Company during the period commencing 60 days and expiring 365 days after such
change in control.
(b) If the Employee shall terminate his employment for Good Reason, or
if, after a change in control of the Company, the Company shall terminate the
Employee's employment in breach of this Agreement or pursuant to section 7(b),
then:
(i) the Company shall pay the Employee his full salary through the
date of termination pursuant to this Agreement;
5
14
(ii) in lieu of any further salary and bonus payments or other
payments due to the Employee for periods subsequent to the date of termination,
the Company shall pay as severance to the Employee an amount equal to the
product of (A) the Employee's annual salary rate in effect as of the date of
termination plus the base year bonus, multiplied by (B) the greater of the
number of years (including partial years) remaining in the term of employment
hereunder or the number 2, such payment to be made in a lump sum on or before
the fifth day following the date of termination; and
(iii) the Company shall maintain in full force and effect, for the
continued benefit of the Employee for the greater of the number of years
(including partial years) remaining in the term of employment hereunder or the
number 2, all employee benefit plans and programs in which the executive was
entitled to participate immediately prior to the date of termination provided
that the Employee's continued participation is possible under the general terms
and provisions of such plans and programs. In the event that the Employee's
participation in any such plan or program is prohibited, the Company shall, at
the Company's expense, arrange to provide the Employee with or, if not possible,
to arrange to pay Employee the economic value of benefits substantially similar
to those which the Employee would otherwise have been entitled to receive under
such plans and programs from which his continued participation is prohibited.
(c) The Employee shall not be required to mitigate the amount of any
payment provided for in this section 8 or section 7(b) above by seeking other
employment or otherwise, nor shall any compensation or other payments received
by the Employee after the date of termination reduce any payments due under this
section 8 or section 7(b).
(d) Notwithstanding the provision hereinabove, if any payment pursuant
to this section 8 would be a "parachute payment" (as defined in Section 280G of
the Internal Revenue Code), such payment shall be limited to the largest portion
of such payment as can be paid without being a "parachute payment."
9. Non-Delegation of Employee's Rights. The obligations, rights and
benefits of Employee hereunder are personal and may not be delegated, assigned
or
6
15
transferred in any manner whatsoever, nor are such obligations, rights or
benefits subject to involuntary alienation, assignment or transfer.
10. Confidential Information. 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
much 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, the Company's financial
position and financing arrangements. Employee agrees that all such information
is proprietary or confidential or constitutes trade secrets and is the sole
property of the Company. 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 Employee advise, discuss with or in any way assist any other person or
firm in obtaining or learning about any of the items described in this section.
Accordingly, Employee agrees that during the term of this Agreement, or
afterwards, he will not disclose, or permit or encourage anyone who is not an
employee of the Company 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.
11. Non-Competition During Employment Term. Employee agrees that during
the term of his employment by the Company, he will devote substantially all his
business time and effort to and give undivided loyalty to the Company (except as
noted in section 4(f) above and section 14 below). He will not engage in any way
whatsoever, directly or indirectly, in any business that is competitive with the
Company or its affiliates, nor solicit, or in any other manner work for or
assist any business which is competitive with the Company or its affiliates.
During the term of this Agreement, he will undertake no planning for or
organization of any business activity competitive with the work he performs as
an employee of the Company, and Employee will not combine or conspire with any
other employee of the Company or any other person for the purpose of organizing
any such competitive business activity.
7
16
12. Non-Competition After Employment Term. The parties acknowledge that
the Employee will acquire much knowledge and information concerning the business
of the Company and its affiliates as a result of his employment. The parties
further acknowledge that the scope of business in which the Company is engaged
as of the date of execution of this Agreement is national and very competitive
and one in which few companies can successfully compete. Competition by Employee
in that business after this Agreement is terminated would severely injure the
Company. Accordingly, until two (2) years after this Agreement is terminated or
Employee leaves the employment of the Company for any reason whatsoever, except
as otherwise stated hereinbelow, Employee agrees (a) not to become an employee,
consultant, advisor, principal, partner or substantial shareholder of any firm
or business that in any way competes with the Company or its affiliates in any
of their presently existing or then existing products and markets and (b) not to
solicit any person or business that was at the time of such termination and
remains a customer or prospective customer of the Company or any of its
affiliates. Notwithstanding any of the foregoing provisions to the contrary,
Employee shall not be subject to the restrictions set forth in this Section 12
under the following circumstances:
(a) When Employee leaves the employment of the Company as a result
of termination by the Company without cause;
(b) When Employee is terminated as a result of the Company's failure
to renew his employment agreement; or
(c) When Employee leaves the employment of the Company for Good
Reason pursuant to section 8 above.
13. 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.
14. Employment by CKE Restaurants, Inc. Anything to the contrary
hereinabove notwithstanding, Company acknowledges that Employee is also the
General Counsel of CKE Restaurants, Inc. ("CKE") and will direct a reasonable
portion of his time to fulfilling his duties as an officer of CKE. Company
further acknowledges that Employee may become an employee of CKE in addition to
the
8
17
Company and that such employment shall not be a violation of this agreement so
long as employee dedicates a reasonable amount of his time to his duties
hereunder. For purposes of Sections 11, "Company" shall include CKE.
Notwithstanding time spent on matters involving CKE, Employee shall continue to
be considered a full time employee of the Company.
15. Relocation. Prior to July 30, 1997, or as soon thereafter as the
Company has office space available, Employee shall move to Santa Xxxxxxx County,
California to perform his duties hereunder. The Company shall cover the
reasonable expenses of such move. Employee shall not be required to move from
Santa Xxxxxxx County, California to perform his duties hereunder during the term
of this Agreement.
16. Improvements and Inventions. Any and all improvements or inventions
which Employee may conceive, make or participate in during the period of his
employment shall be the sole and exclusive property of the Company. 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 Company the sole and exclusive right, title and interest in and to such
improvements, inventions, patents or applications.
17. Actions. The parties agree and acknowledge that the rights conveyed
by this Agreement are of a unique and special nature and that the Company will
not have an adequate remedy at law in the event of failure of the Employee to
abide by its terms and conditions nor will money damages adequately compensate
for such injury. It is, therefore, agreed between the parties that in the event
of breach by Employee of any of his agreements contained in this Agreement,
Company shall have the right, among other rights, to damages sustained thereby
and to obtain an injunction or decree of specific performance from any court of
competent jurisdiction to restrain or compel Employee to perform as agreed
herein. Employee agrees that this section shall survive the termination of his
employment and he shall be bound by its terms and at all times subsequent to the
termination of his employment for so long a period as Company continues to
conduct the same business or businesses as it was conducting during the period
of this Agreement. Nothing herein contained shall in any way limit or exclude
any other right granted by law or equity to the Company.
9
18
18. 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.
19. 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 in courts located in California.
20. 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.
21. 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 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 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 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.
22. 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 forth
below:
To the Company:
Fidelity National Financial, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
10
19
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx President
To Employee:
Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
23. 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 Employment
Agreement as of the date set forth herein above.
FIDELITY NATIONAL FINANCIAL, INC.
/s/ XXXXXXX X. XXXXX
---------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Chairman of the Board and Chief
Executive Officer
XXXXXX X. XXXXXX
/s/ XXXXXX X. XXXXXX
---------------------------------------
11
20
Fidelity National Financial, Inc. XXXXX X. XXXXXX
PRESIDENT
January 1, 1995
Xx. Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Terms of Employment
Dear Andy:
The purpose of this letter is to set forth the terms pursuant to which
you will be employed by Fidelity National Financial, Inc. ("FNFI") as Executive
Vice President and General Counsel.
1. You will be paid a salary of $18,000 per month ($9,000) paid twice
monthly) - From this amount FNFI will deduct (i) a minimum of $1,000 per month
as a contribution to FNFI's Employee Stock Option Plan (you may contribute more
at your option) , (ii) an employee contribution for medical insurance in
accordance with FNFI's normal practice, and (iii) withholding taxes and other
required deductions (Federal, State, FICA, and State Disability Insurance).
2. You will be entitled to the benefits enjoyed by FNFI's other top
executives including an annual bonus based on performance (comparable to the
bonuses received by FNFI's other top executives), annual grants of stock
options pursuant to FNFI's Stock Option Plan(s) in effect at the time of the
grant (in amounts comparable to FNFI's other top executives), monthly club dues
at one club of your choice, and life, health and disability insurance coverage.
FNFI will also cover all bar dues and costs of continuing legal education to
keep your bar association memberships current.
3. Your employment will commence on January 1, 1995. At the time your
employment commences, you will receive options for 50,000 shares of FNFI stock
at the closing market price on December 30, 1994. These options will vest as
follows: (i) 16,667 shares on January 1, 1995; (ii) 16,667 shares on January 1,
1996; and (iii) 16,666 shares on January 1. 1997. These options shall be
incentive stock options as defined by section 422 of the Internal Revenue Code
(to the maximum extent possible), and will be exercisable for 10 years from the
date of grant.
4. For the first three years of your employment, on the date your annual
bonus is granted, in lieu of $25,000 of such bonus, you may elect to take
options, for 25,000 shares of FNFI stock at the
21
average closing price for FNFI stock for the twelve month period ending December
31st of the year for which the bonus is granted. These options will vest
immediately upon your making the election. This will result in a maximum of an
additional 75,000 options over three years. These options shall be incentive
stock options as defined by section 422 of the Internal Revenue Code (to the
maximum extent possible) and will be exercisable for 10 years from the date of
grant.
5. During the term of your employment, you shall be permitted to
continue to represent Xxxx X. Xxxxxxx so long as your representation of Xx.
Xxxxxxx does not materially interfere with your duties as Executive Vice
President and General Counsel of FNFI. You may xxxx Xx. Xxxxxxx directly for
your services and retain any amounts collected.
6. If FNFI terminates your employment at any time during the first two
years of such employment (i.e., between January 1, 1995 and January 1, 1997),
you shall be entitled to your salary, as set forth in paragraph 1 above, and
your stock options, as set forth in paragraph 3 above, for the period from the
date of such termination through January 1, 1997.
If the foregoing is acceptable, please sign the enclosed copy of this
letter in the space provided below and return it to me at your earliest
convenience. This letter sets forth the terms of your employment and shall not
be construed as, and is not intended to be a contract of employment.
/s/ XXXXX X. XXXXXX
------------------------------------
Xxxxx X. Xxxxxx
President
Fidelity National Financial, Inc.
Accepted: /s/ XXXXXX X. XXXXXX
-----------------------------
Xxxxxx X. Xxxxxx
22
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of April 1,
1997, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
(the "Company"), and XXXX X. XXXXXX (the "Employee"), and supersedes any prior
employment agreement entered into between the parties. 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 the Chief Financial Officer and Executive Vice President
of the Company, and the Employee accepts such employment and agrees to perform
such reasonable responsibilities and duties commensurate with the aforesaid
position, as directed by the Chief Executive Officer and as set forth in the
Articles of Incorporation and the Bylaws of the Company. Any change in such
title or delegation of duties inconsistent with such title shall be deemed a
Termination Without Cause under section 7 (b) of this Agreement.
2. Term. The term of this Agreement shall be for a period of three (3)
years commencing on the date hereof and continuing for three (3) years until
March 31, 2000, subject to termination as set forth in Section 7 hereof.
3. Salary. During the term of this Agreement, the Company shall pay
Employee a minimum base annual salary, before deducting all applicable
withholdings, of $150,000 per year, payable at the times and in the manner
dictated by the Company's standard payroll policies. Such base salary may be
periodically reviewed and increased (but not decreased) at the discretion of the
Chief Executive Officer and/or the Compensation Committee of the Board of
Directors to reflect among other matters cost of living increases and
performance results.
4. Other Compensation and Fringe Benefits. In addition to any executive
bonus, pension, deferred compensation and stock option plans which the Company
may from time to time make available to Employee upon mutual agreement, the
Employee shall be entitled to the following:
1
23
(a) The standard Company benefits enjoyed by the Company's other top
executives.
(b) Company shall pay Employee's initiation and membership dues in a
social and/or recreational club as deemed necessary and appropriate by Employee
to maintain various business relationships on behalf of the Company; provided,
however, that the Company shall not be obligated to pay for any of Employee's
personal purchases and expenses at such clubs.
(c) Company shall provide medical and insurance coverage to Employee
and his dependents commencing on the date of execution hereof and so long as
this Agreement and all renewals of same are in force and effect.
(d) Supplemental disability insurance sufficient to provide
two-thirds of pre-disability base salary as base salary has been defined in
Section 3.
(e) An annual bonus equal to $5,000 for each full percentage point
the Company's return on equity exceeds 10% (based on equity as of the beginning
of the year being measured). Return on equity shall be determined by dividing
net income before extraordinary items by stockholders' equity as of the
beginning of the year being measured. Any fractional percentage point increase
shall be applied to $5,000 to determine the amount of such bonus (for example,
an 11.5% return on equity would result in a $7,500 bonus). Said bonus shall be
paid no later than March 31st of each year and is fully vested in the event of a
non-renewal of this agreement or is vested pro-rata in the event of a
termination of this Agreement other than for cause. The Board may additionally,
in its sole discretion, grant to Employee an annual merit bonus based upon
Employee's performance during the preceding year and any other factors the Board
considers relevant. Notwithstanding the effective date of this Agreement, the
start date for the 1997 bonus calculation shall be January 1, 1997.
The Company shall deduct from all compensation payable under this
Agreement to Employee any taxes or withholdings the Company is required to
deduct pursuant to state and federal laws or by mutual agreement between the
parties.
2
24
5. Vacation. For and during each year of this Agreement, the Employee
shall be entitled to reasonable vacation periods with pay consistent with his
positions with the Company. In addition, 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. Expense Reimbursement. In addition to the compensation and benefits
provided herein, the Company shall, upon receipt of appropriate documentation,
reimburse Employee each month for his reasonable travel, lodging, entertainment,
promotion and other ordinary and necessary business expenses.
7. Termination.
(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 to pay the Employee that portion of the minimum base compensation
set forth in Section 3 due him through the date of termination. Cause shall be
limited to gross and willful neglect of duties or criminal or other illegal
activities as determined by a court of competent jurisdiction.
(b) Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. (i) If the
Company terminates hereunder, it shall pay to the Employee an amount equal to
the product of (A) the Employee's minimum base annual salary rate in effect as
of the date of termination plus the bonus paid for calender year 1996 and paid
in 1997 (base year bonus), multiplied by (B) the greater of the number of years
(including partial years) remaining in the term of employment hereunder or the
number 2. Such payment to be made in a lump sum on or before the fifth day
following the date of termination, or as otherwise directed by Employee. The
Company shall maintain in full force and effect, for the continued benefit of
the Employee for the greater of the number of years (including partial years)
remaining in the term of employment hereunder or the number 2, all employee
benefit plans and programs in which the executive was entitled to participate
immediately prior to the date of termination provided that the Employee's
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that the Employee's participation in any
such plan or program is prohibited, the Company shall, at the Company's
3
25
expense, arrange to provide the Employee with or, if not possible to arrange, to
pay Employee the economic value of benefits substantially similar to those which
the Employee would otherwise have been entitled to receive under such plans and
programs from which his continued participation is prohibited. (ii) If the
Employee terminates hereunder, the Company shall be obligated to pay the
Employee the minimum base annual salary and a prorated annual bonus as set forth
in Sections 3 and 4 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 nine (9)
consecutive months, the Company shall have the right upon written notice to the
Employee to terminate this Agreement without further obligation by paying
Employee the minimum base salary without offset for the remainder of the term of
this Agreement and the base year bonus without offset prorated through the date
of termination in a lump sum or as otherwise directed by Employee.
(d) Death. If the Employee dies during the term of this Agreement,
this Agreement shall terminate immediately, and the Employee's legal
representatives shall be entitled to receive the base salary for the remainder
of the term of this Agreement and the minimum annual bonus without offset
prorated through the date of termination in a lump sum or as otherwise directed
by Employee's legal representative.
(e) Effect of Termination. Termination for any cause shall not
constitute a waiver of the Company's rights under this Agreement nor a release
of Employee from any obligation hereunder except his obligation to perform his
day-to-day duties as an employee.
8 . Severance Payment
(a) Employee may terminate his employment hereunder for "Good
Reason". For purposes of this Agreement, "Good Reason" shall mean a change in
control of the Company (as defined below). For purposes of this Agreement, a
"change in control of the Company shall be deemed to have occurred if (i) there
shall be consummated (x) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation, or pursuant to which
shares
4
26
of the Company's Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving corporation immediately
after the merger, or (y) any sale, lease exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (ii) the stockholders of the Company approved
any plan or proposal for the liquidation or dissolution of the Company, or (iii)
any "person" (such as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or
any "person" who on the date hereof is a director or officer of the Employer, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), of securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities, or (iv) during any
period of two (2) consecutive years during the term of this Agreement or any
renewals hereof, individuals who at the beginning of such period constitute the
board cease for any reason to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors representing at least two-thirds of
the directors then in office who were directors at the beginning of the period.
Employee may only terminate this Agreement due to a change in control of the
Company during the period commencing 60 days and expiring 365 days after such
change in control.
(b) If the Employee shall terminate his employment for Good Reason,
or if, after a change in control of the Company, the Company shall terminate the
Employee's employment in breach of this Agreement or pursuant to section 7(b),
then:
(i) the Company shall pay the Employee his full salary through
the date of termination pursuant to this Agreement;
(ii) in lieu of any further salary and bonus payments or other
payments due to the Employee for periods subsequent to the date of termination,
the Company shall pay as severance to the Employee an amount equal to the
product of (A) the Employee's annual salary rate in effect as of the date of
termination plus the base year bonus, multiplied by (B) the greater of the
number of years (including partial
5
27
years) remaining in the term of employment hereunder or the number 2, such
payment to be made in a lump sum on or before the fifth day following the date
of termination; and
(iii) the Company shall maintain in full force and effect, for the
continued benefit of the Employee for the greater of the number of years
(including partial years) remaining in the term of employment hereunder or the
number 2, all employee benefit plans and programs in which the executive was
entitled to participate immediately prior to the date of termination provided
that the Employee's continued participation is possible under the general terms
and provisions of such plans and programs. In the event that the Employee's
participation in any such plan or program is prohibited, the Company shall, at
the Company's expense, arrange to provide the Employee with or, if not possible,
to arrange to pay Employee the economic value of benefits substantially similar
to those which the Employee would otherwise have been entitled to receive under
such plans and programs from which his continued participation is prohibited.
(c) The Employee shall not be required to mitigate the amount of any
payment provided for in this section 8 or section 7(b) above by seeking other
employment or otherwise, nor shall any compensation or other payments received
by the Employee after the date of termination reduce any payments due under this
section 8 or section 7(b).
(d) Notwithstanding the provision hereinabove, if any payment
pursuant to this section 8 would be a "parachute payment" (as defined in Section
280G of the Internal Revenue Code), such payment shall be limited to the largest
portion of such payment as can be paid without being a "parachute payment."
9. Non-Delegation of Employee's Rights. The obligations, rights and
benefits of Employee hereunder are personal and may not be delegated, assigned
or transferred in any manner whatsoever, nor are such obligations, rights or
benefits subject to involuntary alienation, assignment or transfer.
10. Confidential Information. Employee acknowledges that in his capacity
as an employee of the Company he will occupy a position of trust and confidence,
6
28
and he further acknowledges that he will have access to and learn much
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, the Company's financial
position and financing arrangements. Employee agrees that all such information
is proprietary or confidential or constitutes trade secrets and is the sole
property of the Company. 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 Employee advise, discuss with or in any way assist any other person or
firm in obtaining or learning about any of the items described in this section.
Accordingly, Employee agrees that during the term of this Agreement, or
afterwards, he will not disclose, or permit or encourage anyone who is not an
employee of the Company 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.
11. Non-Competition During Employment Term. Employee agrees that during
the term of his employment by the Company, he will devote substantially all his
business time and effort to and give undivided loyalty to the Company (except as
noted in section 14 below). He will not engage in any way whatsoever, directly
or indirectly, in any business that is competitive with the Company or its
affiliates, nor solicit, or in any other manner work for or assist any business
which is competitive with the Company or its affiliates. During the term of this
Agreement, he will undertake no planning for or organization of any business
activity competitive with the work he performs as an employee of the Company,
and Employee will not combine or conspire with any other employee of the Company
or any other person for the purpose of organizing any such competitive business
activity.
12. Non-Competition After Employment Term. The parties acknowledge that
the Employee will acquire much knowledge and information concerning the business
of the Company and its affiliates as a result of his employment. The parties
further acknowledge that the scope of business in which the Company is engaged
as of the date of execution of this Agreement is national and very competitive
and one in which few companies can successfully compete. Competition by Employee
in that
7
29
business after this Agreement is terminated would severely injure the Company.
Accordingly, until two (2) years after this Agreement is terminated or Employee
leaves the employment of the Company for any reason whatsoever, except as
otherwise stated hereinbelow, Employee agrees (a) not to become an employee,
consultant, advisor, principal, partner or substantial shareholder of any firm
or business that in any way competes with the Company or its affiliates in any
of their presently existing or then existing products and markets and (b) not to
solicit any person or business that was at the time of such termination and
remains a customer or prospective customer of the Company or any of its
affiliates. Notwithstanding any of the foregoing provisions to the contrary,
Employee shall not be subject to the restrictions set forth in this Section 12
under the following circumstances:
(a) When Employee leaves the employment of the Company as a result
of termination by the Company without cause;
(b) When Employee is terminated as a result of the Company's failure
to renew his employment agreement; or
(c) When Employee leaves the employment of the Company for Good
Reason pursuant to section 8 above.
13. 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.
14. Employment by CKE Restaurants, Inc. Anything to the contrary
hereinabove notwithstanding, Company acknowledges that Employee is also the
Chief Financial Officer of CKE Restaurants, Inc. ("CKE") and will direct a
reasonable portion of his time to fulfilling his duties as an officer of CKE.
Company further acknowledges that Employee may become an employee of CKE in
addition to the Company and that such employment shall not be a violation of
this agreement so long as employee dedicates a reasonable amount of his time to
his duties hereunder. For purposes of Sections 11, "Company" shall include CKE.
Notwithstanding time spent on matters involving CKE, Employee shall continue to
be considered a full time employee of the Company.
8
30
15. Relocation.- Prior to July 30, 1997, or as soon thereafter as the
Company has office space available, Employee shall move to Santa Xxxxxxx County,
California to perform his duties hereunder. The Company shall cover the
reasonable expenses of such move. Employee shall not be required to move from
Santa Xxxxxxx County, California to perform his duties hereunder during the term
of this Agreement.
16. Improvements and Inventions. Any and all improvements or inventions
which Employee may conceive, make or participate in during the period of his
employment shall be the sole and exclusive property of the Company. 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 Company the sole and exclusive right, title and interest in and to such
improvements, inventions, patents or applications.
17. Actions. The parties agree and acknowledge that the rights conveyed
by this Agreement are of a unique and special nature and that the Company will
not have an adequate remedy at law in the event of failure of the Employee to
abide by its terms and conditions nor will money damages adequately compensate
for such injury. It is, therefore, agreed between the parties that in the event
of breach by Employee of any of his agreements contained in this Agreement,
Company shall have the right, among other rights, to damages sustained thereby
and to obtain an injunction or decree of specific performance from any court of
competent jurisdiction to restrain or compel Employee to perform as agreed
herein. Employee agrees that this section shall survive the termination of his
employment and he shall be bound by its terms and at all times subsequent to the
termination of his employment for so long a period as Company continues to
conduct the same business or businesses as it was conducting during the period
of this Agreement. Nothing herein contained shall in any way limit or exclude
any other right granted by law or equity to the Company.
18. 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.
9
31
19. 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 in courts located in California.
20. 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.
21. 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 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 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 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.
22. 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
forth below:
To the Company:
Fidelity National Financial, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Executive Vice President and
10
32
General Counsel
To Employee:
Xxxx X. Xxxxxx
000 Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
23. 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 Employment
Agreement as of the date set forth herein above.
FIDELITY NATIONAL FINANCIAL, INC.
/s/ XXXXXXX X. XXXXX
-----------------------------------
By: Xxxxxxx X. Xxxxx
Its: Chairman of the Board and
Chief Executive Officer
XXXX X. XXXXXX
/s/ XXXX X. XXXXXX
-----------------------------------
11
