EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT
10.2
This
Executive Employment Agreement (“Agreement”) is made effective as of August 13,
2008 (“Effective Date”), by and between Xxxx Xxxxxx (“Executive”) and United
PanAm Financial Corp and its subsidiary United Auto Credit Corporation, both
of
which may be referred to interchangeably hereinafter as “Company”. All
obligations of the Company hereunder shall be joint and several obligations
of
United PanAm Financial Corp. and United Auto Credit Corporation.
The
parties agree as follows:
1. Employment.
The
Company hereby employs Executive, and Executive hereby accepts such employment,
upon the terms and conditions set forth herein.
2. Duties.
2.1 Position.
Executive is employed on a full-time basis as Chief Credit and Risk Officer
of
the Company, shall report directly to the President and CEO of the Company,
and
shall have the duties and responsibilities commensurate with such position
as
shall be reasonably and in good faith determined from time to time by the Board.
2.2 Obligations.
Executive shall: (i) abide by all federal, state and local laws, regulations
and
ordinances and as applicable, all policies and charter documents of the Company
and its affiliates, and (ii) except for vacation and illness periods, devote
substantially all of his business time, energy, skill and efforts to the
performance of his duties hereunder in a manner that will faithfully and
diligently further the business interests of the Company.
3. Term.
The
term of this Agreement shall commence on the Effective Date and shall continue
until December 31, 2009, unless earlier terminated as herein provided (the
“Initial Term”). As used herein, “Term” shall include the Initial Term and any
Extended Term, but the Term of this Agreement shall end upon any termination
of
Executive’s employment with the Company as herein provided.
4. Compensation.
4.1 Base
Salary.
As
compensation for Executive’s performance of Executive’s duties and subject to
Executive’s continued employment pursuant to this Agreement , the Company shall
pay or cause to be paid to Executive an annual salary of $275,000 during the
Term of Employment (“Base Salary”), payable in accordance with the normal
payroll practices of the Company or the Company’s payroll services provider,
less all legally required or authorized payroll deductions and tax withholdings.
During the Term of Employment, the Base Salary amount set forth above may be
increased from time to time at the sole and absolute discretion of the
Board.
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4.2 Bonus.
During
calendar year 2008 Executive will receive a bonus based on Seventy-Five Thousand
Dollars ($75,000), pro-rated by the number of work days from the Effective
Date
through December 31, 2008. Said bonus shall be paid in equal installments on
the
Company’s regularly scheduled payroll payment dates through the remainder of
2008 less all legally required or authorized payroll deductions and tax
withholdings. During calendar year 2009 Executive will receive a bonus in the
amount of Seventy-Five Thousand Dollars ($75,000), less applicable payroll
deductions and tax withholdings, which bonus shall be paid in equal installments
on the Company’s regularly scheduled payroll payment dates throughout 2009.
During the Term of Employment, the foregoing bonuses may be increased by the
Board of Directors from time to time, in its sole and absolute
discretion.
4.3 Equity
Compensation.
Concurrently with the execution of this Agreement, Executive shall be granted
an
option pursuant to the Company’s [Amended and Restated 1997 Employee Stock
Incentive Plan](“the Plan”) to purchase Two Hundred and Fifty Thousand (250,000)
shares of the Company’s common stock (the “Shares”) at an exercise price of
$5.00 per share with a term of ten (10) years. So long as Executive’s employment
relationship with the Company continues, twenty percent (20%) of the Shares
underlying the option shall vest on the anniversary of the execution date of
this Agreement and upon each anniversary date thereafter until the fifth
anniversary, whereupon the option shall become one-hundred percent (100%)
vested. Notwithstanding the foregoing, the vesting shall accelerate upon a
change in control as defined in the Stock Option Award Agreement. In addition,
such options shall be subject to the terms and conditions of the Plan and stock
option agreement reflecting ( and not inconsistent with) the terms set forth
in
this Agreement between the Company and Executive, which documents are
incorporated herein by reference.
5. Health
and Welfare Benefits.
Executive shall be eligible for all health and welfare benefits generally
available to other full-time employees of the Company of similar rank and
status, subject to the terms and conditions of the Company’s policies and
benefit plan documents.
6. Vacation.
During
the remainder of 2008 Executive shall be allowed four (4) weeks of vacation.
Thereafter, Executive shall be entitled to earn vacation at the rate of four
(4)
weeks per year. Executive shall be allowed to use such vacation time at
Executive’s discretion, with reasonable advance notice to the CEO, and taking
into account the business needs of the Company. In the event that Executive
is
terminated before the end of the applicable calendar year, any vacation time
used by the Executive in excess of the pro rata vacation time corresponding
to
the portion of the calendar year then elapsed shall not result in any offset
against any compensation owed to Executive, except in the case of termination
of
Executive for Cause.
7. Business
Expenses.
Executive shall be reimbursed for all reasonable, out-of-pocket business
expenses incurred in the performance of Executive’s duties on behalf of the
Company, provided that Executive furnishes to the Company adequate records
and
other documentation as may be required for the substantiation of such
expenditures as a business expense of the Company.
8. Termination
of Employment.
Subject
to the terms and conditions of this Section 8, either the Company or Executive
may terminate Executive’s employment at any time, with or without Cause (as
defined in Section 8.7), during the Term of Employment. Any termination of
Executive’s employment during the Term of Employment shall be communicated by
written notice of termination from the terminating party to the other party
(“Notice of Termination”). The Notice of Termination shall indicate the specific
provision(s) of this Agreement relied upon in effecting the termination, if
any.
Termination shall be effective on the date designated by the terminating party
in the Notice of Termination. In the event Executive’s employment is terminated
by either party, for any reason, during the Term of Employment, the Company
shall pay the prorated Base Salary earned as of the date of Executive’s
termination of employment and the accrued but unused vacation as of the date
of
Executive’s termination of employment to Executive upon Executive’s termination
of employment. Except as otherwise provided in this Section 8, the Company
shall
have no further obligation to make or provide to Executive, and Executive shall
have no further right to receive or obtain from the Company, any payments or
benefits in respect of the termination of Executive’s employment with the
Company during the Term of Employment.
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8.1 Severance
Upon Involuntary Termination without Cause and Termination by Executive with
Good Reason.
In the
event that the Company causes to occur an involuntary termination without Cause
(as defined in Section 8.7(a)) or in the event that Executive resigns from
employment with the Company for Good Reason (as defined in Section 8.7(c))
during the Term of Employment, Executive shall be entitled to a lump sum
“Severance Payment” as set forth in Exhibit A; payable within thirty (30) days
of the events giving rise to the Severance Payment; provided,
however, that Executive executes a Separation Agreement that includes a general
release in favor of the Company, any successor company, and all subsidiary
and
related entities, and their officers, directors, shareholders, employees and
agents to the fullest extent permitted by law, drafted by and in a form
reasonably satisfactory to the Company, and does not revoke the general release
within any legally required revocation period, if applicable. All legally
required and authorized deductions and tax withholdings shall be made from
the
Severance Payment, including for wage garnishments, if applicable, to the extent
required or permitted by law. Effective immediately upon termination of
employment, Executive shall no longer be eligible to contribute to or to be
an
active participant in any retirement or benefit plan covering employees of
the
Company. All other Company obligations to Executive shall be automatically
terminated and completely extinguished; provided, however, that Executive shall
not forfeit any right to contributions previously made to any pension,
retirement or benefit plan.
8.2 Effect
of Disability.
In the
event Executive’s employment is terminated on account of Disability (as defined
in Section 8.7), Executive shall be entitled to payment of the difference
between (a) any monthly disability payments provided through insurance plans
offered by the Company, if any, provided Executive has enrolled in such plans,
has paid the costs thereof and is otherwise eligible, and (b) the monthly Base
Salary effective immediately prior to the date of termination, for a period
of
six (6) months following the date of termination, Both (a) and (b) in the
preceding sentence shall be paid in a lump sum within thirty (30) days of
Executive’s termination of employment due to Disability. All legally required
and authorized deductions and tax withholdings shall be made from the payments
described in the previous sentence, including for wage garnishments, if
applicable, to the extent required or permitted by law.
8.3 Effect
of Death.
In the
event Executive’s employment is terminated by reason of death, this Agreement
shall terminate without further obligations of Employer to Executive (or his
heirs or legal representatives) under this Agreement, other than for payment
of:
(i) any unpaid base salary (as set forth in Section 4.1 hereof) through the
date
of termination; (ii) a prorated portion of any bonus, described in Section
4.2.
above, earned through the date of Executive’s death that has not been paid,
(iii) all compensation previously deferred by Executive, if any; (iv) any
accrued but unused vacation ; and (v) any amounts due pursuant to the terms
of
any applicable welfare benefit plan. All of the foregoing amounts shall be
paid
to Executive’s estate or beneficiary, as applicable, in a lump sum cash payment
within thirty (30) days after the date of termination or earlier as required
by
applicable law.
8.4 Employment
Reference.
In the
event Executive’s employment is terminated without Cause, or Executive resigns
for Good Reason, Executive and the Company will negotiate in good faith to
reach
an agreement on a statement reflecting a benign reason for termination or
resignation. This statement will include, at minimum, positions held, date
of
hire, employment period and confirmation of salary history (if requested by
Executive).
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8.5 Ineligibility
For Severance.
Executive shall not be entitled to any Severance Package under this Agreement,
if at any time during the Term of Employment, either (a) Executive voluntarily
resigns or otherwise terminates employment with the Company other than for
Good
Reason, or (b) the Company involuntarily terminates Executive’s employment with
Cause. Effective immediately upon termination of employment, Executive shall
no
longer be eligible to contribute to or to be an active participant in any
retirement or benefit plan covering employees of the Company; provided, however,
that Executive shall not forfeit any right to contributions previously made
to
any pension, retirement or benefit plan. All other Company obligations to
Executive shall be automatically terminated and completely extinguished.
8.6 Taxes
and Withholdings.
The
Company may withhold from any amounts payable under this Agreement, including
any benefits or Severance Payment, such federal, state or local taxes as may
be
required to be withheld pursuant to applicable law or regulations, which amounts
shall be deemed to have been paid to Executive.
8.7 Definitions.
(a) “Cause”
shall mean the occurrence during the Term of Employment of any of the following:
(i) indictment for, formal admission to (including a plea of guilty or
nolo
contendere
to), or
conviction of a felony, (ii) a crime of moral turpitude, dishonesty, breach
of
trust or unethical business conduct, or any crime involving the Company, (iii)
willful or knowing unauthorized dissemination by Executive of Proprietary
Company Information; (iv) failure by Executive to perform Executive’s duties
which are reasonably and in good faith requested in writing by the Board; (v)
failure of Executive to perform any lawful directive of the Board communicated
to Executive in the form of a written request from the Board, and (vi)
Executive’s breach of the Company’s Code of Conduct which would normally result
in termination of any Company employee.
(b) “Disability”
shall mean, to the extent consistent with applicable federal and state law
(including, without limitation Section 409A), Executive’s inability by reason of
physical or mental illness to fulfill his obligations hereunder for ninety
(90)
consecutive days or for a total of one hundred and twenty (120) days in any
twelve (12) month period which, in the reasonable opinion of an independent
physician selected by the Company or its insurers and reasonably acceptable
to
Executive or Executive’s legal representative, renders Executive unable to
perform the essential functions of his job, even after reasonable accommodations
are made by the Company. The Company is not, however, required to make
unreasonable accommodations for Executive or accommodations that would create
an
undue hardship on the Company.
(c) “Good
Reason” shall mean the occurrence during the Term of Employment of any of the
following: (i) a material breach of this Agreement ; (ii) the Executive’s Base
Salary is materially reduced by the Company; (iii) a material reduction in
Executive’s duties and/or responsibilities, ; or (iv) relocation of the
Executive’s place of work to a location greater than 35 miles away from the
current location. In no event shall any of the foregoing constitute Good Reason
unless the Company receives notice from the Executive of the existence of the
condition constituting Good Reason within ninety (90) days of the occurrence
of
such condition. Upon receipt of such notice, the Company shall be provided
a
period of thirty (30) days during which it may remedy the condition and not
be
required to pay the Severance Payment payable under Section 8 of this
Agreement.
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8.8 Nonduplication
of Benefits.
Notwithstanding any provision in this Agreement or in any other Company benefit
plan or compensatory arrangement to the contrary, but at all times subject
to
Section 8.5, (a) any payments due under either Section 8.2 or Section 8.3 shall
be made not more than once, if at all, (b) payments may be due under either
Section 8.2 or Section 8.3, but under no circumstances shall payments be made
under both Section 8.2 and Section 8.3, (c) no payments made under this
Agreement shall be considered compensation for purposes of any benefit plan
or
compensatory arrangement of the Company, and (d) Executive shall not be entitled
to severance benefits from the Company other than as contemplated under this
Agreement, unless such other severance benefits offset and reduce the benefits
due under this Agreement on a dollar-for-dollar basis, but not below zero.
9.
No
Conflict of Interest.
Executive must not engage in any work, paid or unpaid, that could create a
conflict of interest with the interests of the Company during Executive’s
employment with the Company. Such work shall include, but is not limited to,
directly or indirectly competing or interfering with the Company Business in
any
way. For purposes of this Agreement, the term “Company Business” shall mean
non-prime auto finance.
10. Confidentiality.
During
the Term of Employment, Executive has been and will continue to be given access
to a wide variety of information about the Company, its affiliates and other
related businesses that the Company considers “Proprietary Company Information.”
As a condition of continued employment, Executive agrees to abide by the
Company’s business policies and directives including those on confidentiality
and nondisclosure of “Proprietary Company Information.” “Proprietary Company
Information” shall mean all information applicable to the business of the
Company which confers or may confer a competitive advantage upon the Company
over one who does not possess the information; and has commercial value in
the
business of the Company or any other business in which the Company engages
or is
preparing to engage during Executive’s employment with the Company. “Proprietary
Company Information” includes, but is not limited to, information regarding the
Company’s business plans and strategies; manuals, contracts and proposals; and
other business partners and the Company’s business arrangements and strategies
with respect to them; current and future marketing or advertising campaigns;
software programs whether owned or modified by third parties for the Company’s
benefit; codes, formulae or techniques; financial information; personnel
information; and all ideas, plans, processes or information related to the
current, future and proposed projects or other business of the Company whether
or not such information would be enforceable as a trade secret of the Company
or
enjoined or restrained by a court or arbitrator as constituting unfair
competition. “Proprietary Company information” also includes confidential
information of any third party who may disclose such information to the Company
or Executive in the course of the Company’s business.
10.1 Nondisclosure.
Executive acknowledges that Proprietary Company Information constitutes
valuable, special and unique assets of the Company’s business and that the
unauthorized disclosure of such information to competitors of the Company,
or to
the general public, will be highly detrimental to the Company. Executive
therefore agrees to hold Proprietary Company Information in strictest
confidence. Except as shall occur as and to the extent that Executive performs
his duties to the Company, Executive agrees not to disclose or allow to be
disclosed to any individual or entity, other than those individuals or entities
authorized by the Company, any Proprietary Company Information that Executive
has or may acquire during Executive’s employment by the Company (whether or not
developed or compiled by Executive and whether or not Executive has been
authorized to have access to such Proprietary Company Information).
10.2 Continuing
Obligation.
Executive agrees that the agreement not to disclose Proprietary Company
Information will be effective during Executive’s employment and continue even
after Executive is no longer employed by the Company. Any obligation not to
disclose any portion of any Proprietary Company Information will continue
indefinitely unless Executive can demonstrate that such information (a) has
been
developed independently without any reference to any information obtained during
Executive‘s employment with the Company; or (b) must be disclosed in response to
a valid order by a court or government agency or is otherwise required by law.
5
10.3 Return
of Company Property.
On
termination of employment with the Company for whatever reason, or at the
request of the Company before termination, Executive agrees to promptly deliver
to the Company all records, files, computer disks, memoranda, documents, lists
and other information regarding the Company and its business or containing
any
Proprietary Company Information, including all copies, reproductions, summaries
or excerpts thereof, then in Executive’s possession or control, whether prepared
by Executive or others. Executive also agrees to promptly return, on termination
or the Company’s request, any and all Company property issued to Executive,
including but not limited to computers, cellular phones, keys and credits cards.
Executive further agrees that should Executive discover any Company property
or
Proprietary Company Information in Executive’s possession after the return of
such property has been requested, Executive agrees to return it promptly to
the
Company without retaining copies, summaries or excerpts of any kind.
10.4 No
Violation of Rights of Third Parties.
Executive warrants that the performance of all the terms of this Agreement
does
not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by Executive prior to Executive’s
employment with the Company. Executive agrees not to disclose to the Company,
or
induce the Company to use, any confidential or proprietary information or
material belonging to any previous employers or others. Executive warrants
that
Executive is not a party to any other agreement that will interfere with
Executive’s full compliance with this Agreement. Executive further agrees not to
enter into any agreement, whether written or oral, in conflict with the
provisions of this Agreement while such provisions remain effective.
11. Interference
with Business Relations.
11.1 Interference
with Customers, Suppliers and Other Business Partners.
Executive acknowledges that the Company’s tenant and customer base and its other
business arrangements have been developed through substantial effort and
expense, and its nonpublic business information is confidential and constitutes
trade secrets. In addition, because of Executive’s position, Executive
understands that the Company will be particularly vulnerable to significant
harm
from Executive’s use of such information for purposes other than to further the
Company’s business interests. Accordingly, Executive agrees that during
Executive’s employment with the Company and after Executive’s employment with
the Company ends , Executive will not, either directly or indirectly, separately
or in association with others, utilize the Company’s Proprietary Company
Information to interfere with, impair, disrupt or damage the Company’s
relationship with any of its customers, automobile dealers or other business
partners of the Company.
11.2 Interference
with the Company’s Employees.
Executive acknowledges that the services provided by the Company’s employees are
unique and special, and that the Company’s employees possess trade secrets and
Proprietary Company Information that is protected against misappropriation
and
unauthorized use. As such, Executive agrees that during Executive’s employment
with the Company, and for a period of 12 months after Executive’s employment
with the Company is terminated for any reason, Executive will not, either
directly or indirectly, separately or in association with others, interfere
with, impair, disrupt or damage the Company’s business by contacting any Company
employees for the purpose of inducing or encouraging them to discontinue their
employment with the Company.
6
11.3 Negative
Information.
During
the Term of Employment and thereafter, Executive shall not disclose confidential
or negative non-public information regarding, or take any action materially
detrimental to the reputation of the Company or its directors, officers,
employees, investors, shareholders or advisors and any affiliates of any of
the
foregoing (collectively, the “Company Affiliates”); provided, however, that
nothing contained in this Section 11.3 shall affect any legal obligation of
Executive to respond to mandatory governmental inquiries concerning the Company
Affiliates or to act in accordance with, or to establish, his rights under
this
Agreement.
11.4 Injunctive
Relief.
Executive acknowledges that Executive’s breach of the covenants contained in
Sections 9 through 11 of this Agreement inclusive (collectively “Covenants”)
would cause irreparable injury and continuing harm to the Company for which
there will be no adequate remedy at law, and agrees that in the event of any
such breach, the Company seek temporary, preliminary and permanent injunctive
relief to the fullest extent allowed by the California Arbitration Act, without
the necessity of proving actual damages or posting any bond or other
security.
12. Agreement
to Arbitrate.
Any
dispute, controversy or claim arising out of or in respect of this Agreement
(or
its validity, interpretation or enforcement), the employment relationship or
the
subject matter hereof shall be addressed and settled by arbitration conducted
in
Orange County under the auspices of JAMS or other mutually agreeable alternative
dispute resolution service in accordance with that service’s rules for the
resolution of employment disputes. Included within this provision are any claims
based on a violation of any local, state or federal law, such as claims for
discrimination or civil rights violations. Executive understands that
arbitration is in lieu of any and all other civil legal proceedings. The
aggrieved party can initiate arbitration by sending written notice of any
intention to arbitrate by registered or certified mail to all parties and to
the
mutually agreed upon alternative dispute resolution service. The notice must
contain a description of the dispute, the amount involved and the remedy sought.
Any claim or controversy which may be arbitrated under this section is subject
to any applicable statute of limitations that would apply if a lawsuit was
being
initiated. The arbitration shall provide for written discovery and depositions
adequate to give the parties access to documents and witnesses that are
essential to the dispute. The arbitrator shall have no authority to add to
or to
modify this Agreement, shall apply all applicable law, and shall have no lesser
and no greater remedial authority than would a court of law resolving the same
claim or controversy. In addition to any other form of relief to which the
parties may be entitled, injunctive relief will be available to enforce any
provision of this Agreement including, without limitation, Section 12 of this
Agreement. The arbitrator shall issue a written decision that includes the
essential findings and conclusions upon which the decision is based, and which
shall be signed and dated. The decision of the arbitrator shall be conclusive,
final and binding upon the parties and may be submitted to any authorized court
of law to be confirmed and enforced. The prevailing party (meaning the party
that obtains substantially the relief sought by it) in such proceeding will
be
entitled to the reasonable attorneys’ fees and expenses of counsel and costs
incurred by reason of such arbitration if such would be available if the matter
had been pursued in a court of law. Executive and the Company shall each bear
his/her or its own costs and attorneys’ fees incurred in conducting the
arbitration, and, except for such disputes where Executive asserts a claim
otherwise under a state or federal statute prohibiting discrimination in
employment or unless otherwise required by applicable law (“a Statutory Claim”),
shall split equally the fees and administrative costs charged by the arbitrator
and the alternative dispute resolution service. In disputes where Executive
asserts a Statutory Claim against the Company, Executive shall be required
to
pay only the initial administrative filing fee to the extent such filing fee
does not exceed the fee to file a complaint in state or federal court. The
Company shall pay the balance of the arbitrator’s fees and administrative
costs.
7
13. General
Provisions.
13.1 Successors
and Assigns.
The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company.
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) or assignee to all or substantially all
of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment
had
taken place. Executive shall not be entitled to assign any of Executive’s rights
or obligations under this Agreement without the Company’s written
consent.
13.2 Legal
Protection Clause.
The
Company will defend, indemnify and hold harmless the Executive from and against
any claim or legal action taken against Executive as a direct consequence of
the
discharge of Executive’s duties or obedience to directions of the Company, in
accordance with California Labor Code 2802 and other applicable law . Such
protection, if applicable, includes the cost of legal defense and judgment,
if
any, against Executive to the fullest extent permitted by applicable law and
the
Company’s by-laws and articles of incorporation. The Company will maintain in
force a directors’ and officers’ liability insurance policy. Executive shall
have coverage under any directors’ and officers’ liability insurance policies
obtained by the Company in an amount not less than, and providing coverage
no
less comprehensive than, the coverage applicable to any other director or
officer of the Company.
13.3 Non-exclusivity
of Rights.
Except
as expressly provided in this Agreement, Executive is not prevented from
continuing or future participation in any Company benefit, bonus, incentive
or
other plans, programs, policies or practices provided by the Company subject
to
the terms and conditions of such plans, programs, or practices.
13.4 Waiver.
Either
party’s failure to enforce any provision of this Agreement shall not in any way
be construed as a waiver of any such provision, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.
13.5 Attorneys’
Fees.
Each
side will bear its own attorneys’ fees in any dispute unless a statutory section
at issue, if any, authorizes the award of attorneys’ fees to the prevailing
party, and the arbitrator awards such attorneys’ fees accordingly.
13.6 Severability.
In the
event any provision of this Agreement is found to be unenforceable by an
arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as
so
limited, it being intended that the parties shall receive the benefit
contemplated herein to the fullest extent permitted by law. If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable provision shall be deemed deleted, and the validity and
enforceability of the remaining provisions shall not be affected thereby.
13.7 Interpretation;
Construction.
The
headings set forth in this Agreement are for convenience only and shall not
be
used in interpreting this Agreement. This Agreement has been drafted by legal
counsel representing the Company, but Executive has participated in the
negotiation of its terms. Furthermore, Executive acknowledges that Executive
has
had an opportunity to review and revise the Agreement and have it reviewed
by
legal counsel, if desired, and, therefore, the normal rule of construction
to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
13.8 Governing
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of California. Where necessary to enforce the provisions of Section 13
above, each party consents to the jurisdiction and venue of the state or federal
courts in Los Angeles County, California.
8
13.9 Notices.
Any
notice required or permitted by this Agreement shall be in writing and shall
be
delivered as follows with notice deemed given as indicated: (a) by personal
delivery when delivered personally; (b) by overnight courier upon written
verification of receipt; (c) by telecopy or facsimile transmission upon
acknowledgment of receipt of electronic transmission; or (d) by certified or
registered mail, return receipt requested, upon verification of receipt. Notice
shall be sent to the addresses set forth below, or such other address as either
party may specify in writing.
13.10 Survival.
Section
8 (“Termination of Employment”), Section 9 (” No Conflict of
Interest”),
Section
10 (“Confidentiality”), Section 11 (“Interference with Business Relations”),
Section 12 (“Agreement to Arbitrate”), Section 13 (“General Provisions”) and
Section 14 (“Entire Agreement”) of this Agreement shall survive Executive’s
employment with the Company and the Term of this Agreement as provided
therein.
14. Entire
Agreement.
This
Agreement, together with the other agreements and documents governing the
benefits described in this Agreement constitute the entire agreement between
the
parties relating to this subject matter hereof and supersede all prior or
simultaneous representations, discussions, negotiations, and agreements, whether
written or oral. This Agreement may be amended or modified only with the written
consent of Executive and the Board of Directors of the Company. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.
THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
THIS AGREEMENT ON THE DATES SHOWN BELOW.
|
Xxxx
X. Xxxxxx
|
||||
|
Dated:
|
8-13-08
|
/s/
Xxxx X. Xxxxxx
|
||
|
|
||||
|
United
PanAm Financial Corporation
|
||||
|
Dated:
|
8-13-08
|
By:
|
/s/
Xxxxx
X. Xxxxx
|
|
|
Xxxxx
X. Xxxxx
|
||||
|
President
|
||||
|
United
PanAm Financial Corporation
|
||||
|
Dated:
|
8-13-08
|
By:
|
/s/
Xxxxxxxx Xxxx
|
|
|
Xxxxxxxx
Xxxx
|
||||
|
Director
Compensation
Committee Member
|
||||
9
EXHIBIT
A
Pursuant
to Section 8
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The
Severance Payment shall be equal to twelve (12) months salary at
the then
current base salary plus the prorated Bonus described in Section
4.2
through the date of
termination.
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