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EXHIBIT 10.5
EXECUTIVE EMPLOYMENT CONTRACT
THIS AGREEMENT made as of July 1, 1996 by and between PMC Capital,
Inc., a Florida Corporation with its principal places of business in North
Miami Beach, Dade County, Florida, and Dallas, Dallas County, Texas,
hereinafter referred to as the "CORPORATION", and Xxxxx X. Xxxxxx, hereinafter
referred to as "EXECUTIVE".
WITNESSETH THAT:
In consideration of the promises herein contained, the parties hereto
mutually agree as follows:
1. Employment: The Corporation hereby employs the Executive as
its Chief Financial Officer with such powers and duties as may be specified by
the Board of Directors. The Executive hereby accepts employment upon the terms
and conditions as hereinafter set forth.
2. Terms: Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall begin immediately and
shall terminate on June 30, 1999 or such later date as determined by the Board
of Directors. The term of this Executive Employment Contract may be extended
annually by the Board of Directors.
3. Compensation: For all services rendered by the Executive
under this contract, the Executive shall be paid at a minimum at the annual
rate effective as of July 1, 1996. The rate may be increased by the Board at
their discretion. The preceding is payable pursuant to the normal payroll
practices of the Corporation.
The Board of Directors may consider bonus compensation for the
Executive if the performance of PMC Capital, Inc. and the Executive justifies
such bonus compensation.
4. Authorized Expenses: The Executive is authorized to incur
reasonable expenses for
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the promotion of the business of the Corporation. The Corporation will
reimburse the Executive for all such reasonable expenses upon the presentation
by the Executive, from time to time, of an itemized account of such
expenditures.
The Executive shall be entitled to such additional and other fringe
benefits as the Board of Directors shall from time to time authorize, including
but not limited to: A) health insurance coverage for the Executive, his wife
and minor children; B) a monthly automotive allowance of $450, whereby the
Executive is to provide an automobile to be utilized for his own company needs.
All maintenance, insurance etc. (excluding fuel) will be the responsibility and
expense of the Executive; C) the cost of all continuing professional education
related courses required to maintain CPA certification.
5. Extent of Services: The Executive shall devote a substantial
portion of business time, attention and energies to the business of the
Corporation, and shall not, during the term of this Agreement engage in any
other business activities, whether or not such activities are pursued for gain,
profit or other pecuniary advantage. This provision is not meant to prevent
him from A) devoting reasonable time to civic or philanthropic activities or B)
investing his assets in such form or manner providing that it does not require
any substantial services on the part of the Executive that will interfere with
the Executive's employment pursuant to this Agreement. Executive's employment
is considered as full-time.
6. Working Facilities: The Executive shall be furnished with
such facilities and services suitable to his position and adequate for the
performance of his duties.
7. Duties: The Executive is employed in an executive and
supervisory capacity and shall perform such duties consistent herewith as the
President of the Corporation shall from time to time specify. The precise
services of the Executive may be extended or curtailed, from time to time,
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at the discretion of the Board of Directors of the Corporation.
8. Disclosure of Information: The Executive recognizes and
acknowledges that the Corporation's operating procedures or service techniques
are valuable, special and unique assets of the Corporation's business. The
Executive will not, during or after the term of his employment, disclose the
list of the Corporation's operating procedures, or service techniques to any
person, firm, corporation, association or other entity for any reason or
purpose whatsoever. In the event of breach or threatened breach by the
Executive of the provisions of this paragraph, the Corporation shall be
entitled to an injunction retraining any such breach. Nothing herein shall be
construed as prohibiting the Corporation from pursuing any other remedies
available to the Corporation for such breach or threatened breach, including
the recovery of damages from the Executive.
9. Vacations: The Executive shall be entitled each year to a
vacation in accordance with the vacation policy of the Company.
10. Disability: If the Executive is unable to perform his
services by reason of illness or total incapacity, he shall receive his full
salary for one (1) year of said total incapacity. Should said Executive be
total incapacitated beyond a one-year period, so that he is not able to devote
full time to his employment in said Corporation, then this Agreement shall
terminate.
11. Death During Employment: If the Executive dies during the
term of this employment, the Corporation shall pay to the estate the Executive
the compensation which would be equal to twenty four (24) months compensation,
such compensation to be paid over the course of twenty four (24) months in the
same manner and under the same terms as it would have been paid if he had still
been working for the Corporation. Additionally, the estate will be paid any
accumulated vacation pay. Such payments pursuant to this paragraph shall
constitute the full compensation of said Executive and he and his estate shall
have no further claim for compensation
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by reason of his employment by the Corporation.
12. Assignment: The acts and obligations of the Corporation under
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Corporation.
13. Invalidity: If any paragraph or part of this Agreement is
invalid, it shall not affect the remainder of this Agreement but the remainder
shall be binding and effective against all parties.
14. If the Corporation's stock is purchased by an outside party
and/or the present Board of Directors is removed, this agreement will survive
such changes in full force and stead. If the new Board of Directors asks the
Executive to resign or substantially modify the duties or working conditions of
the Executive so that such duties or working conditions would not be in
accordance with the spirit of this agreement, then Executive could resign and
be entitled to 2.99 times the average of (I) the last five (5) years
compensation paid to Executive or (ii) such Executive has not been employed
five (5) years, the average annual salary since commencement of this contract.
Executive will be paid such sum in the form as he deems appropriate at that
time. However, all payments made pursuant to this paragraph shall be in
accordance with Section 280 G of the Internal Revenue Code.
15. Termination: The Corporation cannot terminate this agreement
except for: 1) the intentional, unapproved misuse of Corporate funds 2)
professional incompetency, or 3) willful neglect of duties or responsibilities.
16. Remedies for Breach: Because damages would be difficult to
estimate, Corporation agrees to pay to the Employee, in case Employer shall
violate this contract of service by dismissing Employee without just cause
before the end of the term hereof, as liquidated damages and not as a penalty
for such breach, a sum of money equal to the amount of compensation which
Employee might have earned from the date of such breach to the end of the term
hereof, as if Employee had
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been permitted fully to perform the terms of this Agreement.
17. Indemnification: The Corporation hereby agrees to indemnify
and hold the Executive harmless from any loss for any corporate undertaking, as
contemplated in Paragraph 7 herein, whereby a claim, allegation or cause of
action shall be made against the Executive in the performance of his
contractual duties. Said indemnification shall include but not be limited to
reasonable cost incurred in defending the Executive in his faithful performance
of contractual duties.
18. Entire Agreement: This contract embodies the whole Agreement
between the parties hereto and there are no inducements, promises, terms,
conditions or obligations made or entered into by the Corporation or the
Executive other than contained herein. This contract may not be changed except
in writing.
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IN WITNESS WHEREOF, the parties here hereunto signed and sealed this
Agreement the date first above written.
Signed, Sealed and Delivered "Corporation"
In the presence of: PMC Capital, Inc.
\s\
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By: Xxxxx X. Xxxxxxxx
President
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"EXECUTIVE"
\s\
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By: Xxxxx X. Xxxxxx,
Chief Financial Officer
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(CORPORATE SEAL)
