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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into as
of May 12, 1997 by and between AAMES FINANCIAL CORPORATION, a Delaware
corporation (the "Parent"), and XXXXX XXXXX, an individual ("Executive").
W I T N E S S E T H:
WHEREAS, the parties wish to provide for the terms and conditions of
Executive's employment as an Executive Vice President of the Parent and Chief
Financial Officer of Aames Capital Corporation (the "Company").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
below.
1. EMPLOYMENT AND DUTIES. The Parent hereby employs Executive to
serve as an Executive Vice President--Finance of the Parent and the Chief
Financial Officer of the Company, with the powers and duties customarily
accorded to such positions, and such other duties consistent therewith as may be
assigned to Executive from time to time by the Chief Executive Officer (the
"CEO") of the Parent.
2. TERM. The initial term of this Agreement shall begin as of May
12, 1997. The initial term shall expire on May 12, 2000, unless terminated
earlier as set forth in Section 6 hereof or by mutual agreement of the parties
hereto (the "Initial Term"). At the expiration of the Initial Term and each
anniversary thereafter, the term of this Agreement shall automatically be
extended for an additional year (the "Extension Term") unless either party shall
have given written notice to the other party at least ninety days prior to the
end of the Initial Term or the Extension Term, as the case may be, that it does
not desire to extend the term of this Agreement. If Executives' employment under
this Agreement is extended for an Extension Term, it shall thereafter or during
any Extension Term be terminable (other than upon expiration) only as provided
in Section 6 or by mutual agreement of the parties hereto.
3. COMPENSATION
(a) Base Salary. During the term of this Agreement,
Executive shall be paid a base salary (the "Base Salary"), payable in accordance
with the Parent's normal payroll practices. During the first year of the term of
this Agreement, Executive's Base Salary shall be $250,000. The annual Base
Salary payable to Executive shall be reviewed on an annual basis, provided,
however, that Executive's Base Salary shall not be reduced below $250,000 per
annum during the term of this Agreement.
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(b) Discretionary Bonus. Upon the completion of the fiscal
year ended June 30, 1998, Executive shall be eligible to receive a cash bonus
("Discretionary Bonus") in an amount, if any, as shall be determined by the
Board of Directors of the Parent (the "Parent Board"). Any such discretionary
bonus shall be paid as soon as practicable following the completion of the 1998
fiscal year.
(c) Performance Bonus. For fiscal years commencing after
June 30, 1998, Executive shall be entitled to participate in the Parent's
performance bonus plan for executive officers as then in existence, if any (the
"Performance Bonus). The computations and payment of the Performance Bonus shall
be as provided in the Parent's performance bonus plan.
(d) Stock Bonus. On the commencement of the Initial Term,
the Parent shall grant Executive options to purchase 125,000 shares of the
Parent Common Stock (the "Options"). Of such Options, 25,000 shall vest
immediately upon grant and an additional 25,000 shall vest on each anniversary
of the commencement of the Initial Term. To the extent permitted by Section 422
of the Internal Revenue Code of 1986, the Options shall be incentive stock
options, and all other Options shall be nonqualified stock options. The Options
will be exercisable at an exercise price of $12 (the closing price of the
Parent's Common Stock on the New York Stock Exchange on May 9, 1997). The
Options granted as incentive stock options shall be issued under the Parent's
stock incentive plans maintained for its executives and shall contain standard
anti-dilution mechanisms to adjust for stock dividends, stock splits, reverse
stock splits, recapitalizations, consolidations and mergers as are provided for
therein and shall provide for acceleration of vesting upon the merger,
consolidation, sale of all or substantially all of the assets of the Parent or
similar reorganization. The Options granted as nonqualified stock options shall
be issued outside the Parent's stock incentive plans maintained for its
executives but shall be in a form substantially similar to, and contain standard
anti-dilution mechanisms to adjust for stock dividends, stock splits, reverse
stock splits, recapitalizations, consolidations and mergers, as are provided in,
the Parents 1996 Stock Incentive Plan. The Parent shall use its best efforts to
register the shares of Common Stock issuable upon exercise of the nonqualified
stock options and shall use its best efforts to maintain a current registration
statement under the Securities Act, as amended, in respect of such shares.
4. Other Executive Benefits. During the term of this Agreement, the
Parent shall provide to the Executive benefits commensurate with his position,
including each of the following benefits:
(a) Group Medical and Life Insurance Benefits. The Parent
shall provide for Executive, at the Parent's expense, participation in medical,
dental, accident, health, life and disability insurance benefits equivalent to
the normal customary benefits currently or from time to time provided by the
Parent. Said coverage shall be in existence or shall take effect as of the
commencement of the Initial Term, subject to applicable waiting periods.
Provided the following supplemental life insurance may be obtained at a
reasonable cost, the Parent shall provide Executive with a $500,000 standard
term life insurance policy in addition to the normal customary life insurance
benefits provided to the Parent's executives.
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(b) Vacation. Executive shall be entitled to 15 days of paid
vacation during the first year of this Agreement and 20 days of paid vacation
during each subsequent year of the term of this Agreement. In each case, such
entitlement shall accrue pro rata over the contract year and shall be taken at
such time or times as shall not unreasonably interfere with the operations of
the Parent or the Company.
(c) Business Expenses. The Parent will pay or reimburse
Executive for any out-of-pocket expenses incurred by Executive in the course of
providing services hereunder, which comply with the Parent's travel and expense
policies in effect generally from time to time for other officers of the Parent.
Such reimbursement shall be made by the Parent in the same manner and within the
same time period as applicable to the other executive officers of the Parent.
(d) Benefit Plans. Executive shall be entitled to
participate in any pension, profit-sharing, stock option, stock purchase or
other benefit plan of the Parent now existing or hereafter adopted for the
benefit of employees generally.
(e) Disability. Provided the following policy may be
obtained at a reasonable cost, the Parent shall provide Executive with a
long-term disability policy which provides for an annual disability payment in
an amount equal to 100% of Executive's Base Salary.
5. CONFIDENTIAL INFORMATION.
(a) Non-Disclosure. Executive hereby agrees, during the term
of this Agreement, he will not disclose to any person or otherwise use or
exploit any proprietary or confidential information, including, without
limitation, trade secrets, processes, records of research, proposals, reports,
methods, processes, techniques, computer software or programming, or budgets or
other financial information, regarding the Parent, Company, or any of their
respective businesses, properties, customers or affairs (collectively,
"Confidential Information") obtained by him at any time during the term, except
to the extent required by Executive's performance of his assigned duties.
Notwithstanding anything herein to the contrary, the term "Confidential
Information" shall not include information which is or becomes generally
available to the public other than as a result of disclosure by Executive in
violation of this Agreement, is or becomes available to Executive on a
non-confidential basis from a source other than the Parent or the Company,
provided that such source is not known by Executive to be furnishing such
information in violation of a confidentiality agreement with or other obligation
of secrecy to the Parent or the Company, has been made available, or is made
available, on an unrestricted basis to a third party by the Parent or the
Company or by an individual authorized to do so or is known by Executive prior
to its disclosure to Executive. Executive may use and disclose Confidential
Information to the extent necessary to assert any right or defend against any
claim arising under this Agreement or pertaining to Confidential Information or
its use, to the extent necessary to comply with any applicable statute,
constitution, treaty, rule, regulation, ordinance or order, whether of the
United States, any state thereof, or any other jurisdiction applicable to
Executive, or if Executive receives a
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request to disclose all or any part of the information contained in the
Confidential Information under the terms of a subpoena, order, civil
investigative demand or similar process issued by a court of competent
jurisdiction or by a governmental body or agency, whether of the United States
or any state thereof, or any other jurisdiction applicable to Executive.
(b) Injunctive Relief. Executive agrees that the remedy at
law for any breach by him of the covenants and agreements set forth in this
Section may be inadequate and that in the event of any such breach, the Parent
or the Company may, in addition to the other remedies that may be available to
it at law, seek injunctive relief prohibiting him (together with all those
persons associated with him) from the breach of such covenants and agreements.
6. Termination.
(a) Termination by Company for "Cause" or Voluntarily by
Executive. The Parent or the Company may terminate this Agreement for "Cause"
effective immediately upon written notice thereof to Executive. For purposes of
this Agreement, "Cause" shall mean and be limited to the following events: an
act of fraud, embezzlement, gross dishonesty or similar conduct by Executive
involving the Parent or the Company; any action by Executive involving the
arrest of Executive, for violation of any criminal statute consisting of a
felony if the Parent Board reasonably determines that the continuation of
Executive's employment after such event would have an adverse impact on the
operations or reputation of the Parent or the Company in the financial
community; or continued insubordination or a refusal by Executive to perform his
duties hereunder in a manner deemed to be reasonably satisfactory to the CEO;
provided, however, that this Agreement may not be terminated under this
subclause unless Executive shall have first received written notice from the CEO
advising Executive of the specific acts or omissions alleged to constitute a
refusal to perform and such refusal to perform continues after Executive shall
have had a reasonable opportunity to correct the acts or omissions cited in such
notice.
In the event of termination for "Cause," voluntarily or by
Executive other than as permitted in Sections 6(b)(i), 6(b)(ii) and 6(c), (x)
Executive shall be entitled to receive that portion of the Base Salary and all
benefits accrued through the date of termination and (y) all Options that have
become exercisable as of the date of termination shall become and shall remain
so for a period of 30 days.
(b) Termination by Parent or Company Other Than For "Cause".
(i) Death. Provided that notice of termination has
not been previously given under any Section hereof, if Executive shall die
during the term of this Agreement, this Agreement and all of the Parent's and
the Company's obligations hereunder shall terminate, except that Executive's
estate or designated beneficiaries shall be entitled to receive (A) all earned
and unpaid Base Salary through the date of termination; (B) a pro-rated portion
of the Discretionary Bonus or Performance Bonus, if any, earned and paid for the
year preceding the death of Executive; and (C) all other benefits, if any, that
may be due to Executive or Executive's estate or general provisions of any
benefit plan, stock incentive plan
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or other plan in which Executive is then a participant. All Options that have
become exercisable as of the date of death shall remain so for a period of 12
months.
(ii) Disability. Provided that notice of termination
has not previously been given under any Section hereof, if Executive becomes ill
or is injured or disabled during the term such that Executive fails to perform
all or substantially all of the duties to be rendered hereunder and such failure
continues for a period in excess of 26 consecutive weeks (a "Disability"), the
Parent shall continue to employ Executive under this Agreement for one year from
the date of Disability (which one year period shall commence at the beginning of
the 26 week period referred to herein) and shall continue to pay Executive the
Base Salary in effect on the date of the Disability (determined at the beginning
of the 26 week period referred to herein), the Performance Bonus, if any, and
all benefits then in effect; provided, that the Parent may relieve Executive of
his duties and responsibilities hereunder to the extent permitted by law and any
long-term disability payments received by Executive under any disability
insurance plan made available to Executive by the Parent if the premiums were
paid by the Parent shall be deducted from the salary and bonus payments
otherwise required to be paid to Executive hereunder. If during the term and
subsequent to the Disability commencement date (which shall be at any time
following the end of the 26 week period referred to herein) Executive shall
fully recover, the Parent shall have the right (exercisable within 60 days after
receipt of notice from Executive of such recovery), but not the obligation, to
restore Executive to full-time service at full compensation. If the Parent
elects not to restore Executive to full-time service, Executive shall be
entitled to obtain other employment. If Executive is not restored to full-time
employment with the Parent, all stock options that have become exercisable as of
the date of Disability (determined at the end of the 26 week period referred to
herein) shall remain so for a period of 12 months.
(iii) Without Cause. Up to and including November 12,
1997, this Agreement may be terminated at will at any time upon sixty (60) days'
written notice of termination by the Parent or the Company. In the event Parent
or Company elects to terminate this Agreement during the period commencing May
12, 1997 up to and including November 12, 1997, Executive shall be entitled to
the Base Salary earned by Executive prior to the date of termination computed
pro rata up to and including that date plus additional compensation equal to the
Base Salary for six (6) months, less required withholding and payroll taxes. At
any time after November 12, 1997, if the Parent or the Company elects to
terminate Executive for any reason other than as provided in Section 6(a) or if
the Parent or the Company causes a Defacto Termination of Executive (as defined
below) (each a "Severance Termination"), Executive shall receive the "Separation
Package." As used herein, the "Separation Package" shall consist of two years'
Base Salary (at the annual rate in effect at the date of the Severance
Termination) and, in the event termination occurs after June 30, 1998, an amount
equal to (i) in the event termination occurs prior to September 30, 1998, two
times the Discretionary Bonus, if any, paid or (ii) in the event termination
occurs after September 30, 1998, the Performance Bonus actually paid to
Executive with respect to the eight fiscal quarters preceding the date of the
Severance Termination (or if Executive has participated in the Parent's
performance bonus plan for less than two years, the amount of Performance Bonus
paid to Executive for the entire period of participation multiplied by a
fraction, the numerator
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of which is the number eight and the denominator of which is the actual number
of fiscal quarters for which Executive participated in the Parent's performance
bonus plan). In addition, all Options granted over the term shall become
immediately exercisable on the date of termination and all vested options shall
remain exercisable for a period of 12 months thereafter. In the event of a
Severance Termination, the Parent shall pay the costs of outplacement services
with a provider of its choice at a level appropriate to Executive's title and
position as requested by Executive. For purposes of this paragraph, a Defacto
Termination shall include: (i) the Parent or the Company shall fail to pay or
shall reduce the Base Salary or other benefits provided herein, except as
permitted hereunder, or shall otherwise breach any material provision hereof
which breach is not cured within 10 days after receipt of notice thereof from
Executive, (ii) the Parent shall fail to cause Executive to remain an Executive
Vice President of the Parent; (iii) Executive shall not be continuously afforded
the authority, powers, responsibilities and privileges contemplated in Section 1
above (whether or not accompanied by a change in title); or the Parent shall
require Executive's primary services to be rendered in an area other than the
Parent's principal offices in the Los Angeles metropolitan area. For purposes of
clause (iii), Executive shall be deemed not to have been continuously afforded
the authority, power, responsibilities and privileges contemplated in Section 1
above if there shall occur any reduction in the scope, level or nature of
Executive's employment hereunder, or any demotion, any phasing out or assignment
to others of the duties contemplated herein.
(c) Change in Control.
(i) Following a Change in Control, this Agreement
shall continue to be binding upon the Company and Executive shall be entitled to
the payments provided for in this Section 6 in the event of termination
resulting from death, disability, cause, or a Severance Termination, all as
provided for in Sections 6(a) and 6(b).
(ii) Executive may (but shall not be obligated to)
terminate this Agreement effective 30 days after the giving of such notice given
at any time within two years following a Change in Control. In the event that
Executive elects to terminate this Agreement pursuant to this Section 6(c)(ii),
Executive shall be entitled to receive the Separation Package. In addition, all
of the Options granted over the term shall become immediately exercisable as of
the date of such termination and shall remain so for a period of 12 months
thereafter. The option provided for in this Section 6(c)(ii) shall be applicable
with respect to each Change in Control notwithstanding Executive's failure to
exercise such option with respect to any prior Change in Control.
(d) Payment of Termination Amounts. Executive may elect to
have all amounts to be paid to Executive pursuant to this Section 6 payable (i)
over the remaining term of this Agreement or for such shorter period as
expressly provided for herein, as applicable, or (ii) in a lump sum within 30
days following termination. In the event Executive elects to be paid pursuant to
clause (i), Executive agrees promptly to notify the Parent in writing of
Executive's acceptance of full-time employment; within 15 days after receipt of
such notice,
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the Parent shall pay Executive in a lump sum any amounts which remain otherwise
due to Executive hereunder.
(e) Stock and Similar Rights. Except with regard to the
vesting and exercise dates of Options as set forth in this Section 6,
Executive's rights under any other agreement of plan under which stock options,
restricted stock or similar awards are granted shall be determined in accordance
with the terms and provisions of such plans or agreements.
(f) No Mitigation or Offset. Payment of any sum under this
Section 6 shall not be subject to any claim or mitigation nor shall the Parent
or the Company be entitled to any right of offset with respect thereto.
7. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean the occurrence of any of the following events which occur
after the date hereof.
(a) The acquisition of any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act
("Rule 13d-3")) of 20% or more of the combined voting power of the then
outstanding voting securities of the Parent entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); provided, however,
that neither of the following acquisitions shall constitute a Change in Control;
any acquisition by the Parent or any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Parent or any corporation
controlled by the Parent; or
(b) Individuals who, as of the date hereof, constitute the
Parent Board (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Parent Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination for
election by the stockholders of the Parent, shall be approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board; or
(c) Approval by the stockholders of the Parent of a
reorganization, merger or consolidation, in each case, unless following such
reorganization, merger or consolidation; more than 60% of the combined voting
power of the then outstanding voting securities of the corporation resulting
from such reorganization, merger or consolidation, which may be the Parent (the
"Resulting Corporation") entitled to vote generally in the election of directors
(the "Resulting Corporation Voting Securities") shall then be owned
beneficially, directly or indirectly, by all or substantially all of the persons
who were the beneficial owners of Outstanding Voting Securities immediately
prior to such reorganization, merger or consolidation, in substantially the same
proportions as their respective ownerships of Outstanding Voting Securities
immediately prior to such reorganization, merger or consolidation; no person
(excluding the Parent, any employee benefit plan (or related trust) of the
Parent, the Resulting Corporation and any person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 20% or more of the
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combined voting power of Outstanding Voting Securities) shall own beneficially,
directly or indirectly 20% or more of the combined voting power of the Resulting
Corporation Voting Securities; and at least a majority of the members of the
Board shall have been members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger or
consolidation; or
(d) Approval by the stockholders of the Parent of (x) a
complete liquidation or dissolution of the Parent or (y) sale or other
disposition of all or substantially all of the assets of the Parent, other than
to a corporation (the "Buyer") with respect to which following such sale or
other disposition, more than 60% of the combined voting power of securities of
Buyer entitled to vote generally in the election of directors ("Buyer Voting
Securities"), shall be owned beneficially, directly or indirectly, by all or
substantially all of the persons who were beneficial owners of the Outstanding
Voting Securities immediately prior to such sale or other disposition, in
substantially the same proportion as their respective ownership of Outstanding
Voting Securities, immediately prior to such sale or other disposition; no
Person (excluding the Parent and any employee benefit plan (or related trust) of
the Parent or Buyer and any Person that shall immediately prior to such sale or
other disposition own beneficially, directly or indirectly, 20% or more of the
combined voting power of Outstanding Voting Securities), shall own beneficially,
directly or indirectly, 20% of more of the combined voting power or, Buyer
Voting Securities; and (z) at least a majority of the members of the board of
directors of Buyer shall have been members of the Incumbent Board at the time of
the execution of the initial agreement or action of the board providing for such
sale or other disposition or assets of the Parent; or
(e) Xxxx X. Xxxxxxxx shall cease to serve as Chief Executive
Officer of the Parent.
8. INSURANCE. During the term, the Parent shall maintain, at no
cost to Executive, officers and directors liability insurance that would cover
Executive in amounts which are customary for companies similarly situated to the
Parent.
9. GENERAL PROVISIONS.
(a) Notices. All notices, requirements, requests, demands,
claims or other communications hereunder shall be in writing. Any notice,
requirement, request, demand, claim or other communication hereunder shall be
deemed duly given (i) if personally delivered, when so delivered; (ii) if
mailed, two (2) business days after having been sent registered or certified
mail, return-receipt requested, postage-prepaid, and addressed to the intended
recipient as set forth below; (iii) if given by telecopier, once such notice or
other communication is transmitted to the telecopier number specified below, and
the appropriate telephonic confirmation is received, provided that such notice
or other communication is promptly thereafter mailed in accordance with the
provision of clause (ii) above; or (iv) if sent through an overnight delivery
service under circumstances by which service guarantees next day delivery, the
date following the date so sent:
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If to the Parent or to the Company to:
AAMES FINANCIAL CORPORATION
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Executive Vice President -- Human Resources
If to Executive:
Mr. Xxxxx Xxxxx
00000 Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
Any changes to the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other party notice in
the manner herein set forth.
(b) Assignment. This Agreement and the benefits hereunder
are personal to the Parent and the Company and are not assignable or
transferable, nor may the services to be performed hereunder be assigned by the
Parent or the Company or to any person, firm or corporation; provided, however,
that this Agreement and the benefits hereunder may be assigned to any
corporation into which Parent and the Company may be merged or consolidated, and
this Agreement and the benefits hereunder will automatically be deemed assigned
to any such corporation. The Parent or the Company may delegate any of its
obligations hereunder to any subsidiary of the Company, provided that such
delegation shall not relieve the Parent or the Company of any of its obligations
hereunder. Executive may not assign its rights hereunder or delegate his duties
to any Person.
(c) Complete Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes and cancels any and all previous written or oral negotiations,
commitments, understandings, agreements and any other writings or communications
in respect of such subject matter.
(d) Amendments. This Agreement may be modified, amended,
superseded or terminated only by a writing duly signed by both parties.
(e) Severability. Any provision of this Agreement which is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction, or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
(f) No Waiver. Any waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any breach of such provision or of any breach of any other provision of this
Agreement. The failure of either
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party to insist upon strict adherence to any term of this Agreement on one or
more occasions shall not be considered a waiver or deprive such party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.
(g) Binding Effect. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their permitted
assigns, successors and legal representatives.
(h) Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
one and the same document.
(i) Governing Law. This Agreement has been negotiated and
entered into in the State of California and shall be construed in accordance
with the laws of the State of California.
(j) Arbitration. The parties hereby expressly agree that any
controversy or claim relating to this Agreement, including the construction,
enforcement or application of the terms hereof, shall be submitted to
arbitration in Los Angeles, California by the American Arbitration Association
in accordance with Commercial Arbitration Rules of such association. The
arbitrator shall be a retired judge of the Los Angeles Superior Court or other
party acceptable to the parties and the rules of evidence shall apply. The costs
of the arbitrator shall be borne equally. Each party shall be responsible for
its own attorneys' fees and costs. However, the arbitrator shall have the right
to award costs and expenses (including actual attorneys' fees) to the prevailing
party as well as equitable relief. The award of the arbitrator shall be final
and binding and shall be enforceable in any court of competent jurisdiction.
Nothing in this paragraph shall preclude the parties from seeking an injunction
or other equitable relief from a court of competent jurisdiction under
appropriate circumstances.
(k) Headings. The headings included in this Agreement are
for the convenience of the parties only and shall not affect the construction or
interpretation of this Agreement.
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IN WITNESS WHEREOF, the Parent has caused this Agreement to be
executed on its behalf by its duly authorized officer and Executive has executed
the same as of the day and year first above-written.
AAMES FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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EXECUTIVE
/s/ Xxxxx X. Xxxxx
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Xxxxx Xxxxx
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