EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AGREEMENT made as of October 4, 2006 between Nice
Cars Operations AcquisitionCo, Inc.,
a
corporation incorporated pursuant to the laws of Delaware (hereinafter known
as
the "Corporation") and Xxxxxxxx
X. Xxxx (hereinafter
known as the "Employee")
(this
“Agreement”).
WHEREAS
the Corporation desires to hire the Employee in the employment capacity set
out
hereinafter;
AND
WHEREAS the Employee agrees to accept such employment on the terms and
conditions hereinafter set forth;
NOW
THEREFORE in consideration of the offer of employment, the mutual covenants
herein contained, and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged by both of the parties hereto),
the
parties hereto agree as follows:
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1.
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EMPLOYMENT
AND ACCEPTANCE OF DUTIES:
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(a)
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During
the Period of Active Employment, as defined in section 1(c) hereunder,
the
Corporation shall employ the Employee and the Employee shall serve
the
Corporation, and its affiliate, Nice Cars Acceptance AcquisitionCo,
Inc.,
in the position of Secretary of each entity. The Employee shall discharge
the duties and services appertaining to such positions as determined
by
the Corporation, acting reasonably, as well as such additional duties
and
services appropriate to such position as determined from time to
time by
the Board of Directors of the Corporation acting reasonably. The
Employee
agrees that she shall, during the period of her employment hereunder,
well
and faithfully serve the Corporation and shall exercise the powers
and
authorities and fulfil the duties conferred upon him honestly, diligently,
in good faith and in the best interests of the Corporation and its
customers.
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(b)
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During
the Period of Active Employment, the Employee shall devote her full
time,
attention and ability to performing the services prescribed pursuant
to
Section 1(a) hereof. The Employee understands that the hours of work
involved will vary and be irregular and are those hours required
to meet
the responsibilities of the Employee as provided
herein.
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(c)
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For
the purposes of this Agreement, "Period of Active Employment" shall
mean
the period beginning on October 4, 2006, and terminating on October
4,
2011, unless terminated sooner upon the first of the following
occurrences:
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(i)
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the
termination of the Employee's Employment by the Corporation pursuant
to
Sections 5 or 6 of this Agreement;
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(ii)
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the
termination of this Agreement by the Employee pursuant to Section
7
hereof;
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(iii)
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the
death of the Employee; or
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(iv)
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if
the Employee becomes Totally Disabled, as defined herein, during
the
Period of Active Employment. For the purposes of this Agreement,
the
Employee shall be deemed to be Totally Disabled if she becomes physically
or mentally incapable of discharging all of her full-time duties
hereunder
and is eligible to receive long-term disability payments under any
corporate disability insurance contract in effect at that time.
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(d)
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The
Employee shall report directly to the Board of Directors of the
Corporation.
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2.
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REMUNERATION
AND BENEFITS:
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(a)
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In
consideration of the Employee's undertaking and the performance of
the
obligations contained hereunder, the Corporation shall pay and grant
to
the Employee the following.
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(i)
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A
salary of Two Hundred Seventy-two Thousand Seven Hundred Ninety-Two
Dollars ($272,792) per annum, payable in equal bi-weekly installments
and
subject to applicable tax payroll deductions.
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(ii)
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Employee
shall be entitled to receive a monthly bonus based upon Nice Cars'
Net
Pre-tax Income (as defined below). On a monthly basis, the Corporation
shall prepare combined internal income statements ("Internal Statements")
for the Corporation and its affiliate, Nice Cars AcquisitionCo, Inc.
(and
any successor entity to either of the foregoing) in a manner consistent
with the past practice of those entities' respective predecessors
(Nice
Cars, Inc. and Nice Cars Capital Acceptance Corporation) prior to
the
effective date of this Agreement. In preparing the Internal Statements,
the Corporation shall exclude any costs, overhead or expenses associated
with or that directly or indirectly result from Manchester, Inc.'s
ownership of either of the entities. The resulting "Net Income" reflected
on such Internal Statements shall be the Nice Cars' Net Pre-tax Income.
Employee's monthly bonus shall equal 1.65% of Nice Cars' Net Pre-tax
Income for the applicable month.
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(iii)
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Vacation
according to the policies of the Corporation but in no event less
than
five (5) weeks of vacation per year. Employee shall provide reasonable
notice to Corporation in advance of such
vacation.
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(iv)
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The
Employee may at her discretion participate at no cost in the Corporation’s
group insurance plans, retirement plans and benefit plans applicable
to
the Employee during employment with the Corporation. Such benefit
plans,
and programs may include without limitation medical, health, and
dental
care, life insurance, short term and long term disability protection
and
qualified retirement plans. The Employee shall be subject to all
applicable terms and conditions of such plans. The Corporation shall
have
the right to make reasonable amendments to any such benefit plan
or
arrangement made available hereunder.
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(b)
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The
Corporation will reimburse the Employee in accordance with its normal
policies and practices for travel and other expenses or disbursements
reasonably and necessarily incurred or made by him in connection
with the
Corporation's business, including but not limited to professional
dues and
subscriptions, and memberships in professional and business associations.
Without limiting the foregoing, the Corporation shall provide Employee
at
no cost an automobile from the Corporation's inventory for Employee's
use.
The Corporation shall reimburse Employee for all gas, maintenance
and
repair expenses in connection with the use of such automobile. The
Corporation shall provide Employee at no cost a cell phone with unlimited
minutes. The Corporation shall pay for all internet access costs
necessary
to permit Employee to work from home.
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(c)
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The
Corporation shall withhold from any amounts payable under this Agreement
such federal or provincial taxes and required statutory remittances
pursuant to any applicable law or
regulation.
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3.
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LOYALTY
AND CONFIDENTIALITY:
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In
consideration of the employment provided by this Agreement, the Employee agrees
with the Corporation as follows:
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(a)
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Confidentiality:
Except in the normal and proper course of her duties hereunder the
Employee will not publish, communicate, use for her own account,
or
disclose to any other Person without the prior consent of the Corporation,
during or after the Period of Active Employment, any confidential
or
proprietary information or material (“Confidential Information”) relating
to the Corporation's operations, business, customers, and services
which
she may obtain from the Corporation or its officers, directors, or
employees, or otherwise by virtue of the Employee's employment by
the
Corporation. The parties agree that such Confidential Information
is
deemed proprietary to the Corporation, and all intellectual property
rights contained therein, or derived therefrom, shall at all times
remain
the exclusive property of the Corporation. “Confidential Information”
includes, without limitation, the following types of information
or
material, both existing and contemplated, regarding the Corporation
or its
parent, affiliated or subsidiary corporations ("Related Companies"),
and
third party vendors, corporate information, including contractual
arrangements, plans, strategies, tactics, policies, supply agreements,
and
any litigation or negotiations; sales, strategies, methods, customer,
and
customer lists, educational and training materials, reports, disks,
tapes,
prospects and market research data; financial information, including
cost
and performance data, debt arrangements; personnel information, including
personnel lists, resumes, personnel data, organizational structure
and
performance evaluations; and, technical information, including programs,
and source codes. Notwithstanding the above, any part of the foregoing
Confidential Information shall not be considered confidential or
proprietary information to the extent that it: (I) is in the public
domain
through no wrongful act or breach on the part of the Employee or
any third
party, or (II) was approved for release by written authorization
of the
Corporation, or (III) is already
known by the Employee at the time of disclosure by the Corporation
without
similar confidentiality restrictions, or (IV) is or is directly related
to
a Prior Invention or has been or is independently developed by the
Employee as shown by prior written evidence, or (V) is required to
be
disclosed by the Employee pursuant to a court or administrative order
(and
the Employee shall promptly inform the Company of any such order
to allow
the Company, at its expense, to oppose any such
order).
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(b)
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Return
of Documents:
The Employee agrees that any and all documents or other data, sound
or
image recordings, fixed in any material form, and property of any
nature
pertaining to activities and services of the Corporation or to its
Related
Companies, including the information or materials covered by section
3(a)
hereof, in her possession now or at any time during the Period of
Active
Employment, are and shall be the property of the Corporation and
its
Related Companies, and that all such documents and all copies of
them
shall be surrendered forthwith to the Corporation whenever requested
by
the Corporation. Upon
termination of Employee's employment with Employer, Employee agrees
to
return to Employer all copies and originals of all documents generated
by
or belonging to Employer or any other documents which may have come
into
the possession of Employee from Employer as a result of Employee's
employment with Employer, including documents containing customer
information. Nothing herein shall affect or impair Employee's right
to
retain personal documents, including without limitation address books,
diaries, Rolodex cards, and telephone directories, provided such
documents
do not contain confidential
information.
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(c)
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Intellectual
Property:
The Employee agrees that all rights and title to materials produced
by
Employee under this Agreement whether in written form, pictorial
or other
documentary or reproducible form, and in any medium whatsoever, belong
exclusively to Corporation and shall be considered works made for
hire.
Any and all copyrights and other “Intellectual Property Rights” in and to
such works are and shall be the sole property of the Corporation.
“Intellectual Property Rights” for the purposes of this Agreement include
copyright, patents, trade-marks, industrial designs, design marks,
electronic icons, computer code, software architecture, programming
methods, system configurations, business methods, business plans,
system
flowcharts, system designs, technologies, drawings, technical information,
know-how, processes, or trade secrets, or any modifications, enhancements,
or improvements of any of the foregoing. To the extent that any materials
or works of authorship may not, by operation of law, be works made
for
hire, this Agreement will constitute an irrevocable assignment by
the
Employee to the Corporation of the ownership of, and all intellectual
property rights in such items, and Corporation will have the right
to
obtain and hold in its own name all registrations which may be available
in the works. The Employee agrees to execute all documents reasonably
requested by Corporation and to render, at Corporation's sole expense,
whatever reasonable assistance the Corporation may request to enable
the
Corporation to perfect its security interest in and to such intellectual
property rights whether in the United States, or elsewhere in the
world.
If the Corporation is unable for any reason, after reasonable and
documented effort, to obtain the Employee’s signature on any document
needed in connection with the actions described in this Section 3(c),
the
Employee hereby irrevocably designates and appoints the Corporation
and
its duly authorized officers and agents as the Employee’s agent and
attorney in fact to act for and in Employee’s behalf to execute and file
any document and to do all other lawfully permitted acts to further
the
foregoing with the same legal force and effect as if executed by
Employee.
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(d)
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Employee
and Employer acknowledge that any breach or threatened breach by
Employee
of the provisions of this Section 3 may cause irreparable harm to
Employer, which harm may not be fully redressed by the payment of
damages
to Employer. In addition, Employee and Employer acknowledge that
Employer
may be entitled, in addition to any other right and remedy it may
have, at
law or in equity, to an injunction, enjoining or restraining Employee
from
any violation or threatened violations of this Section
3.
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4.
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EMPLOYMENT
RESTRICTIONS:
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In
consideration of the employment provided by this Agreement, the Employee agrees
with the Corporation as follows:
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(a)
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Definitions:
For the purposes of sections 4(b) through 4(d), the words “Business”,
“Customer”, “Person”, “Prohibited Area”, “Prospective Customer” and
“Restricted Period” shall have the meanings set out
below:
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(i)
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“Business”
means the provision of or development of a “buy-here pay-here” automobile
business.
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(ii)
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"Customer"
shall mean any Person to whom the Employee has supplied goods or
services,
either directly, or indirectly on behalf of the Corporation, at any
time
during the term of this Agreement;
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(iii)
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"Person"
includes, without limitation, an individual, corporation, partnership,
joint venture, association, trust, firm, unincorporated organization
or
other legal or business entity;
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(iv)
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"Prohibited
Area" shall mean the United States of America.
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(v)
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"Prospective
Customer" shall mean any Person to whom the Corporation or the Related
Companies has (I) directly or indirectly and specifically offered,
through
written proposal or other written instrument, to supply goods or
services;
or (II) targeted, as evidenced by written memorandum or otherwise
documented in sales forecasts, business plans or similar document,
as a
possible purchaser of the Corporation’s goods or services, at any time
during the 12 months prior to the termination of this Agreement,
howsoever
arising and the Employee, acting reasonably, would have knowledge
of such
Persons;
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(vi)
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"Restricted
Period” shall mean the period beginning on the date of this Agreement and
ending twenty-four (24) months following the termination of this
Agreement, howsoever arising.
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(b)
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Non-Solicitation
of Customers:
The Employee hereby agrees that she shall not during the Restricted
Period
within the Prohibited Area, whether on her own behalf or in conjunction
with or on behalf of any other Person, directly or indirectly, except
on
behalf of the Corporation, (i) solicit, (ii) assist in soliciting,
(iii)
accept, (iv) facilitate the acceptance of, or (v) deal with any Customer
or Prospective Customer of the Corporation, as an employee, director,
shareholder, principal, agent, consultant or in any other capacity
whatsoever, for the purpose of providing or selling to such Customer
or
Prospective Customer products or services which are the same as,
similar
to, or competitive with the
Business.
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(c)
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Non-Solicitation
of Employees:
The Employee hereby agrees that she will not during the Restricted
Period,
either on her own behalf or in conjunction with or on behalf of any
other
Person, directly or indirectly, except on behalf of or with the prior
written consent of the Corporation induce, solicit, entice or procure
any
employee or consultant of the Corporation to leave such employment
or
relationship, as the case may be.
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5.
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TERMINATION
FOR JUST CAUSE:
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The
Corporation shall be entitled, in its sole discretion, to forthwith terminate
the employment of the Employee hereunder, without advance notice, for just
cause
as determined by statute or common law by so advising the Employee in writing.
For the purpose of this Agreement, the following acts or omissions committed
or
omitted during the term of this Agreement constitutes just cause, provided,
however, "Just
Cause" within the meaning of this Section shall in any event not include any
act
done or committed by Employee in the exercise of business judgment which is
not
unreasonable under all the facts and circumstances involved:
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(a)
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if
the Employee is in material breach of any of the provisions of this
Agreement, including without limitation the conditions outlined in
section
1 of this Agreement, provided the Employee receives seven (7) business
days prior written notice of the breach detailing the complained
of breach
and fails to remedy such breach within said seven (7) day period;
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(b)
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if
the Employee is convicted of an indictable offence or a felony involving
moral turpitude, including, without limitation, theft, fraud,
embezzlement, forgery, misappropriation or wilful misapplication
by a
court of final and competent jurisdiction;
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(c)
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if
the Employee is found in any civil, administrative or regulatory
proceeding of competent jurisdiction to have breached a fiduciary
duty to
the shareholders of the Corporation; or
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(d)
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if
the Employee
engages in conduct that is intentionally and materially detrimental
to the
best interests of the Corporation.
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If
the
Corporation terminates this Agreement for just cause under this Section, the
Corporation shall not be obligated to make any further payments under this
Agreement except amounts due and remaining unpaid as of the effective date
of
such termination.
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6.
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TERMINATION
ON NOTICE:
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(a)
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The
Corporation shall be entitled, in its sole discretion, at any time
to
terminate the employment of the Employee hereunder without just cause
for
any reason whatsoever by so advising the Employee in writing. If
the
Corporation terminates the employment of the Employee pursuant to
this
section during the five (5) year period beginning October 4, 2006,
and
concluding October 4, 2011 (the "Five Year Period"), the Corporation
shall
provide to the Employee a lump sum payment in lieu of notice equalling
Employee's Average Monthly Compensation (as defined below) multiplied
by
the number of remaining months in the Five Year Period. Employee's
"Average Monthly Compensation" shall mean Employee's average monthly
compensation (including salary, bonus and other compensation) during
the
twenty-four month period immediately prior to the date of termination
(including months prior to the effective date of this Agreement if
the
date of termination occurs within the first twenty-four months of
the Five
Year Period). The Corporation shall provide the Employee such payment
in a
lump sum on or before the date of the Employee’s active termination of
employment. The Employee hereby agrees that if the Corporation terminates
in accordance with this provision, the Employee's entitlements in
accordance with this section shall constitute her full and final
entitlements, and she shall have no additional claims for bonus,
salary,
other compensation, notice or pay in lieu of notice at common law
or
otherwise against the Corporation.
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(b)
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In
the event of termination pursuant to section 6(a), the Corporation’s
medical and health benefit plans in which the Employee is enrolled
shall
cease twenty-four (24) months from the date of the Employee’s termination
of employment, except long term and short term disability which shall
cease effective the date the Employee receives notice of termination.
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7.
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RESIGNATION
OR CESSATION OF SERVICES BY EMPLOYEE:
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(a) Resignation.
The
Employee shall be entitled, in her sole discretion, to forthwith terminate
her
employment hereunder upon sixty (60) days prior written notice to the
Corporation. The Corporation may waive the notice, in whole or in part, in
which
event it will pay to the Employee what the Employee would otherwise have earned
during the sixty (60) day (or part thereof if such Company waiver is during
the
notice period) notice period aforesaid and the Employee shall be entitled to
her
benefits during the balance of the sixty (60) day period.
If
the
Employee terminates her employment for any reason, the Corporation shall have
no
further obligations or responsibilities to the Employee after the expiry of
the
above-noted sixty (60) day period. In the event of a buyout, merger, or any
other event that results in a Change of Control, as defined herein, the Employee
may elect to resign within sixty (60) days of the completion of such event,
with
all of the rights, entitlements, and obligations outlined in Section 6 (a)
and
(b) herein.
For
purposes of this Agreement, “Change of Control” means any of:
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(i)
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the
acquisition, directly or indirectly and by any means whatsoever
(including, without limitation, through an acquisition of the voting
shares of the Corporation or of any company which is in a position
to
exercise effective control of the Corporation), by any person, or
by a
group of persons acting jointly, or in concert, that results in a
de
facto
change of control;
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(ii)
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any
transaction or series of transactions, whether by way of reconstruction,
reorganization, consolidation, amalgamation, arrangement, merger,
transfer, sale or otherwise, whereby assets of the Corporation become
the
property of any other person (other than an affiliate of the Corporation)
if such assets which become the property of any other person have
a fair
market value (net of the fair market value of any liabilities which
become
obligations of such other person as part of the same transaction)
equal to
one-half or more of the net worth of the Corporation immediately
before
such transaction;
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(iii)
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the
completion of any transaction or the first of a series of transactions
which would have the same or similar effect as any transaction or
series
of transactions referred to in paragraph (i) to (ii) above;
or
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(iv)
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a
change, whether by way of a change in the holding of the Voting Shares,
in
the ownership of the Corporation’s assets, the composition of the Board of
Directors or by any other means, as a result of which there is a
change in
any person, or any group of persons acting jointly or in concert,
who is
in a position to exercise effective control of the
Corporation.
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(b)
Cessation
of Services Due to Death or Total Disability.
In
the
event of Employee's death or becoming Totally Disabled, as defined herein,
during the term of this Agreement, Employee's employment hereunder shall
terminate as of Employee’s date of death or upon becoming Totally Disabled.
In
the
event of Employee's death or becoming Totally Disabled, as defined herein,
during the term of this Agreement, the Corporation shall be required to pay
to
Employee an amount equal to Employee's Average Monthly Compensation multiplied by
six (6).
The termination of the Employee in accordance with this section is not intended
to prejudice the Employee’s eligibility for long-term disability benefits under
the Corporation’s policy, and if necessary to protect the Employee’s
eligibility, the Corporation at its sole discretion shall have the option to
terminate hereunder at the expiration of the long-term disability period
only.
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8.
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RESULTS
OF TERMINATION:
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Upon
termination or resignation of the Employee's employment pursuant to Sections
5,
6 or 7 of this Agreement, the employment of the Employee shall be wholly
terminated, with the exception of clauses specifically contemplated to continue
in full force and effect beyond the termination of this Agreement, including
those set out in Sections 3 and 4.
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9.
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ASSIGNMENT:
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This
Agreement shall enure to the benefit of and be binding upon the parties and
their respective heirs, executors, administrators, the legal personal
representatives of the Employee and the successors and assigns of the
Corporation. The rights of the Employee under this Agreement are not assignable
or transferable in any manner. Employee
recognizes that this Agreement is personal to Employee and that none of
Employee's obligations under this Agreement may be assigned or delegated by
Employee. The Corporation may assign all of its rights and obligations under
this Agreement by operation of law or upon the bona
fide sale
or
other transfer of all or substantially all of its assets and business and it
shall be made a condition of any such assignment that the purchaser or
transferee agrees to assume all the rights and obligations of the Corporation
under this Agreement.
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10.
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SEVERABILITY:
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Any
article, section, subsection or other subdivision of this Agreement or any
other
provision of this Agreement which is, or becomes, illegal, invalid or
unenforceable shall be severed here from and ineffective to the extent of such
illegality, invalidity or unenforceability and shall not affect or impair the
remaining provisions hereof, which provisions shall be severed from any illegal,
invalid or unenforceable article, section, subsection or other subdivision
of
this Agreement. The parties also agree that if any covenant or provision in
this
Agreement is determined to be void or unenforceable at law due to a period
of
time, geographical area or otherwise, then such covenant or provision of this
Agreement, shall be reduced in scope or amended, as to term, geographical area
or otherwise to the extent required so that the covenant or provision, as so
reduced or amended, is enforceable at law and the unenforceable portion shall
be
deemed to be severed from the balance of the provision or this Agreement, which
balance shall survive and be of full force and effect.
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11.
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WAIVER:
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Failure
of either party to this Agreement to rely on any provision contained herein
shall not constitute a precedent or be deemed a waiver of such provision on
any
subsequent occasion or in regard to any other provision of this
Agreement.
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12.
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ENTIRE
AGREEMENT:
|
This
Agreement constitutes the entire agreement between the parties with respect
to
the employment of the Employee and any and all previous agreements or
representations, written or oral, express or implied between the parties or
on
their behalf relating to the employment of the Employee by the Corporation
are
terminated and cancelled.
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13.
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GOVERNING
LAW:
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This
Agreement shall be governed by and construed in accordance with the laws of
Georgia.
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14.
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HEADINGS:
|
The
headings utilised in this Agreement are for convenience only and are not to
be
construed in any way as additions or limitations of the covenants and agreements
contained in this Agreement.
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15.
|
NOTICES:
|
Any
notice required or permitted to be given to the Employee shall be sufficiently
given if delivered to the Employee personally, including without limitation
if
mailed by registered mail or internationally recognized courier to:
Xxxxxxxx
X. Xxxx
000
Xxxxxxxxxxx Xxxxxxx
Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
with
a
copy to:
Xxxx
X.
Xxxxxxxxxx
Xxxxxxxxx,
Xxxxxx & Xxxxxxx, P.C.
0000
Xxxxxx Xxxxxxxx
Xxx
Xxxxx
Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000
Any
notice required or permitted to be given to the Corporation shall be
sufficiently given if delivered personally or if mailed by registered mail
to
the Corporation to:
c/o
Manchester Inc.
000
Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx, Xxxxx 00000
Attention:
Corporate Secretary
With
a
copy to:
Wuersch
& Xxxxxx LLP
Attention:
Xxxxxx X. Xxxxxx
000
Xxxx
Xxxxxx –
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
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16.
|
LEGAL
ADVICE:
|
The
Employee hereby represents and warrants to the Corporation that she has had
sufficient opportunity to seek and obtain legal advice with respect to this
Agreement and that she fully understands the nature and effect of this Agreement
and that she is entering into it freely and voluntarily.
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17.
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DOLLAR
AMOUNTS:
|
Unless
specifically stated otherwise, all references herein to dollar amounts refer
to
United States’ dollars.
|
18.
|
AMENDMENTS:
|
It
is
recognized that there may be amendments to this Agreement. No significant
amendment to this Agreement shall be valid or binding unless set forth in
writing and duly executed by both of the parties hereto.
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19.
|
COUNTERPARTS:
|
This
Agreement may be executed in counterparts all of which taken together shall
constitute one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first above written. Each page of this Agreement is initialled and dated by
the
Employee.
| THE EMPLOYEE: | ||
| |
|
|
| /s/ Xxxxxxxx X. Xxxx | ||
|
Name: Xxxxxxxx X. Xxxx |
||
|
THE
CORPORATION: NICE CARS OPERATIONS ACQUISITIONCO,
INC.
|
||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxxx | |
|
Name: Xxxxxxx Xxxxxx |
||
| Title: President | ||
