Exhibit 10.2
CONFIDENTIAL
Address:
0000 00xx XXXXXX X.X.
City: XXXXXX
Xxxxx/Xxx/Xxxxxxx: XX 00000
Phone(s): Tel: 000-000-0000
Fax: 000-000-0000
Cell: 000-000-0000
Email: xxxxxxxx@xxxxx.xx.xxx
Xxxxxxxx
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0000-00
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00-0000000
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(State or jurisdiction of
incorporation or
organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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EXECUTIVE COMPENSATION
AGREEMENT
(“ECA”)
Issued to:
Name:
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Address:
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City: State/Zip/Country:
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Phone(s): Tel: Fax: Cell:
------------ ------------------------------ -------------------------------- ---------------------------------
Email:
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(Name, Address and Contact Numbers for "Executive" as the Person to whom this
Executive Compensation Agreement has been issued).
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EXECUTIVE COMPENSATION
AGREEMENT
THIS AGREEMENT
(“Agreement”) is made and entered into on the date as written by each signatory
to it, (“Effective Date”), by and between JEFFERSON CAPITAL INTERESTS, INC., a
company incorporated in the State of MARYLAND, in good standing (“Company”), and
________________ (“Executive”), whose respective registered office, in the case
of Company, and mailing address for service, in the case of Executive both appear on the
“Signature Page” hereunder.
BACKGROUND STATEMENT
A. |
The
background of this Agreement ("Background Statement") is that Company has
recognized a growing opportunity caused by changing dynamics of the real estate and
financial services industries. It intends to develop a certain kind of niche
business with a highly specific target market focus. The Company seeks
leadership. As such, it looks to engage a seasoned career professional directly from
the industry with colloquial roots to our core business locations. |
|
A.1 |
This
person, as duly appointed to the Board of Directors of JEFFERSON CAPITAL INTERESTS,
INC., would be a goal-oriented, results-driven individual with the highest
integrity, having an impeccable reputation both in the community at large and
among industry peers. This person would possess certain time-tested skills,
verifiable by examining the visible contributions this person actually made to the
business growth of existing institutions where this executive level person is
now (and has been) employed. These skills would include technical soundness in
lending, strategic savvy in investing, having a conservative (low loss
record) approach to risk management, having turnaround unction, be innovative,
who is a formable negotiator, a protector of corporate assets, yet
compassionate to the needs, wants and desires of peers, employees and customers. |
|
A.2 |
Since
Company plans to diversify (through affiliates) past its initiating operations,
which will be limited to accepting deposits, to loan and invest, into other
financial services and capital markets, this means executive will be
called upon to work with others at the same level of excellence,
expectation, job title and responsibility. |
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A.3 |
Executive
will thus be called upon to participate in a corporate teaming approach at the
highest accountability level, being committed to strategic, general
operation and collective decision-making, having the skill and personality to
compete with his other corporate peers for achievements, but always for
Company's best interests and profitable resolve. |
B. |
The
Company desires to retain the services of Executive pursuant to the terms and
conditions of this Agreement and in accordance with the provisions of the Background
Statement. |
C. |
The
Executive is prepared to make his services available to the Company, and
asserts that his qualifications and career objectives and past experience is
consistent with the Background Statement, where Executive believes he can both meet
and exceed the expectations as stated therein, all on the terms and subject to the
conditions hereinafter set forth. |
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NOW THEREFORE,
in consideration of the premises and mutual covenants set forth herein, Company and
Executive (herein at times the "Parties" agree as follows: |
AGREEMENTS
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1.1 |
GENERAL.
Company hereby agrees to appoint Executive as Director, which includes the
requirement to sit on the Board of Directors meetings and serve in one or more
committees, and Executive hereby agrees to provide services to the Company,
on the terms and subject to the conditions set forth herein. |
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1.2 |
PLACE
OF PERFORMANCE In connection with the appointment of Executive by the Company
hereunder, the Executive shall perform his duties and obligations as herein
states primarily from the Company's offices located in __________________
except for required travel elsewhere on the Company's business. |
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1.3 |
DUTIES
OF EXECUTIVE The Executive shall devote his business time and attention to the
affairs of the Company, render services to the best of his ability, and use
his best efforts to promote the interest of the Company. Executive agrees to
fulfill his fiduciary duties as a director of the Company. |
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1.3.1 |
Title.
During the term of this Agreement, Executive shall serve as Director of the Company
and perform all of the duties generally recognized as being required of this
level of corporate executive. Executive shall be a member of the Board of
Directors, and shall report to them, or the Executive Committee of the Board of
Directors. |
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1.3.2 |
RESPONSIBILITY.
Subject to the authority of the Board of Directors, Executive shall be responsible
for directing the management of the Company, provided, that decisions
relating to the compensation, hiring and firing of the officers of the
Company shall require the approval of the Board of Directors and the
Executive Committee. |
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1.3.3 |
PERFORMANCE.
Executive shall perform any other duties assigned to him by the Board of Directors that
are consistent with his title and position. Executive will seek and
require Board of Directors approval for major "out of the ordinary
course of business transactions" including but not limited to operating,
managing, marketing and generally advising the Board of Directors of the
Company in respect of the intended or otherwise products and services that
Company shall seek to transact. Beginning with the first quarter of 2004, all
quarterly and annual Company budgets will require prior Board of Directors
approval, subject to Executive Committee review. As part of his duties, the
Executive will provide reports to, or regular meet with, the Board or the Executive
Committee of the Board as requested |
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2.1 |
INITIAL
TERM. The initial term of the appointment of the Executive hereunder shall be for an
approximate one (1) period year commencing on the Effective Date and
expiring on 31st day of March, 2004 (the "initial term") unless sooner
terminated an accordance with the terms and conditions hereof. |
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2.2 |
RENEWAL
TERM The appointment of the Executive hereunder may be renewed and extended for such a
period or periods as may be mutually agreed to by the Company and the
Executive in a written supplement to this Agreement signed by the Executive
and the Company a "Written Supplement"). If this Agreement is not so renewed
and extended prior to the expiration of the Initial Term, the appointment of the
Executive hereunder shall automatically terminate upon the expiration of the
Initial Term |
|
3.1 |
BASE
COMPENSATION. As compensation for all services rendered by the Executive to the Company
hereunder, the Executive shall receive base compensation at an annual rate
of $24,000.00 ("Base Compensation") during the term of his appointment
hereunder, which shall be payable in installments consistent with the
Company's normal payroll schedule. If the term of this Agreement shall be
renewed and extended as provided in Section 2.2 hereof, then during such
renewal term the Executive shall be paid the Base Compensation as revised
and thus set forth in the Written Supplement. |
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3.2 |
DISCRETIONARY
BONUS. The Executive shall be entitled to receive a bonus in an amount to be determined
by the Board after the Effective Date, subject to specific performance,
including the "benchmark" receipt of common shares in the Company. |
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4. |
EXPENSE
REIMBURSEMENTS AND OHER BENEFITS |
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4.1 |
REIMBURSABLE
EXPENSES. During the term of the Executive's appointment hereunder, the Executive
shall be entitled to participate in all medical and hospitalization, group
life insurance, and any and all other fringe benefit plans as are hereunder
provided by the Company to all of its officers and directors on the same terms
as those of such other officers and directors of the Company. |
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4.2 |
WORKING
FACILITIES During the term of the Executive's employment hereunder, the Company shall
facilitate the Executive with access to corporate offices and secretarial
assistance of his choice, and such other facilities adequate for the
performance of his duties hereunder at the Company's corporate offices. |
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4.3 |
LEVEL-TERM
LIFE INSURANCE AGREEMENTS. In April 2004, the Company shall enter into a level-term
life insurance agreement with the Executive pursuant to which the Company
shall purchase a $1,000,000.00 insurance policy on his life. The Company
will pay the premiums on such policy, which will be owned by the Executive,
until the earlier of him reaching age 65, or the termination of his employment by
the Company. Under certain circumstances, if the Executive is terminated
prior to reaching age 65, the Company shall remain obligated to pay the
premiums on the policy until the Executive reaches age 65 or dies. |
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4.4 |
INCENTIVE
STOCK OPTION PLAN. In March 2004, the Company intends to enact the 2004 Incentive Stock
Option Plan ("Plan") which will contain certain "change in control"
provisions, such as those under Section 6, below, designed in part, to
attract and retain valued employees of the Company and to ensure that such
employees' performance is not undermined by the possibility, threat or
occurrence of a change in control. This plan provides, among other things,
that in the event of a change in control, in the form of a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is not
the surviving corporation) any options granted under the plan shall
become fully exercisable, notwithstanding any vesting schedule relating to
such options to the contrary. Since it is contemplated that the Executive
will contribute to the design of the Plan, and because the Company has yet to
commence operations, stock options to be granted to Executive under the Plan,
shall be negotiated at the time of its formulation, with regards to change of
control matters and other matters to entice greater incentive, including
business performance, increases in revenue, improved profitability, greater market
share penetration, higher volumes of depositors acquired or loans granted,
among other matters, that shall become part of the incentive benchmarks of the
Plan. |
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5.1 |
TERMINATION
FOR CAUSE. The Company shall at all times have the right, upon written notice
to the Executive, to terminate he Executive's appointment hereunder, for
cause. For purposes of this Agreement, the terms "cause" shall mean solely (a)
a willful breach by the Executive of any of the material terms or provisions
of this Agreement which is not cured within ten (10) days after receipt by the
Executive of written notice of same, (b) the Executive's conviction of a felony
involving moral turpitude, or (c) commission by the Executive of an act or
acts involving fraud, embezzlement, misappropriation or theft against the
Company. Upon termination pursuant to his Section 5.1, the Executive shall be entitled
to be paid his base compensation to the date of termination and the Company
shall have no further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of termination,
subject, however to the provisions of Section 4.1) |
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5.2 |
TERMINATION
WITHOUT CAUSE. If the Company terminates this agreement during its term without cause,
the Company shall pay the Executive a lump sum equal to the remaining cash
compensation payable under this Agreement or six (6) months base compensation,
together with any other benefits due to the Executive. |
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5.3 |
TERMINATION
BY THE EXECUTIVE. Executive shall have the right to terminate his appointment under
this Agreement at any time during the term hereof by giving the Company one (1)
month notice of the same. |
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5.4 |
DISABILITY.
The Company shall at all times have the right, upon written notice to the
Executive, to terminate the Executive's employment hereunder, if the
Executive shall, as a result of mental or physical incapacity, illness or
disability, fail to perform his duties and responsibilities provided for herein
for a period of more than sixty (60) consecutive days in any 365-day year period. In
the event of any termination pursuant to this Section 5.4, the Executive shall
be entitled to be paid his Base Salary for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however
to the provisions of Section 4.1, save for ensuring that any payment under any
insurance plan the Company may have affected for the benefit of the
Executive is paid in full as and when the same is payable under the said
insurance plan and made available to the Company for disbursement, as the case
may be. |
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5.5 |
DEATH.
In the event of the death of the Executive during the term of his employment
hereunder, (a) the Company shall pay the estate of the Executive (i) unpaid
amounts of his Base Salary to the date of his death, (ii) life insurance
payments pursuant to the group life insurance plan than in place for the
Executive, and (iii) if the date of death occurs within six months prior to a
Trigger Event (as defined in Section 6.1, but before the delivery of the
bonus payment due to Executive under Section 3.2, the bonus payment that
would otherwise have been made to the Executive's estate shall have the right to
exercise stock options during the 90-day period after the date of death
pursuant to Section 4.4, and (c) the Company shall have no further liability
hereunder other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section 4.1. |
6. |
BONUS
UPON OCCURRENCE OF TRIGGER EVENT |
|
6.1 |
TRIGGER
EVENT. For purposes of this entire Section 6., "Trigger Event" shall mean any event
(other than one in which the Executive is deemed a member of the
control group making an offer of the type contemplated hereunder, which
results in a) the shareholders of the Company approving a plan of merger or
consolidation where there is a change of control away from the Control Persons,
whether or not the Company is the surviving entity, unless the approved
merger or consolidation is subsequently abandoned; or (b) the shareholders of
the Company approving a plan for the sale, lease, exchange or other
disposition of all or substantially all of the property and assets of the
Company, unless such plan is subsequently abandoned). Should a Trigger Event
occur during the term of the Executive's engaement hereunder, the Executive
will be entitled to the benefits as set forth in Clauses 6.2 3, 6.4 6.5. |
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6.2 |
CHANGE
IN CONTROL. In addition to a Trigger Event, as the result of a merger or acquisition,
a "change in control" is also deemed to have occurred (i) if any person or
entity whether or not such person or entity is the beneficial owner,
directly or indirectly, of twenty percent (20%) or more of the common stock
of the Company, or (ii) if during any period of two (2) consecutive years during the
term of this Agreement, the persons who at the beginning of such period
constituted the Board of Directors cease for any reason to constitute at least
a majority thereon, unless the election of a director who was not one, at the
beginning of such period was approved in advance by directors, including the
Executive, that represents at least 66% of the Board in office at the
beginning of such period. |
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6.3 |
Entitlements.
If the Company for any reason other than for cause terminates Executive, or if
Executive chooses to resign from his employment as the result of the Trigger
Event or the Change of Control, he shall be entitled to receive a change in
control payment at the time of such termination or resignation. The change in
control payment may, at the election of the Executive officers, be either in the form
of a lump sum cash payment or as common stock of the Company: |
|
6.3.1 |
The
amount of the lump sum cash payment shall be equal to Executive's annual base salary
rate (but excluding all other compensation, such as bonuses and fringe
benefits) in effect immediately before the effective date of the change in
control, multiplied by three (3). |
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6.3.2 |
The
amount of the stock payment shall consist of shares of Common Stock of the Company
in an amount equal to the result obtained by dividing the cash payment the
officer would otherwise be entitled to receive by the market value of the
Common Stock on the effective date of the change in control |
|
6.4 |
COMPANY
OBLIGATION. Pursuant to this Trigger Event and Change of Control clauses, the
Company must require any successor to all or substantially all of the
business and/or assets of the Company, to assume the obligations this
Section 6. Failure on the part of the Company to obtain such assumption
prior to the effectiveness of any such succession entitles the Executive
to compensation from the Company in the same amount and on the same terms,
as he would be entitled to receive under this Section 6 following a Trigger
Event or a Change of Control. |
|
6.5 |
EXECUTIVE
DEFERRED COMPENSATION. As part of this Agreement, the Company commits to
initiate a non-funded, non-trusted and non-qualified Executive Deferred
Compensation plan ("EDC Plan") for Executive, the purpose of which is to
provide an economic incentive to him to remain in the engagement of the
Company until reaching age 65. Depending on the circumstances that trigger payments
under the EDC Plan, or its termination without payment, Company provides the: |
|
(i) |
$_________
per year for ________ years if Executive continue engagement with the Company until
reaching age 65; |
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(ii) |
A
lump sum payment if employment is terminated prior to reaching age 65 (a) for any
reason other than cause during a two-year period after a change in control,
(b) by the officers for good reason during the two-year period after a change
in control, c) because of disability, (d) because of death, or (e) for any
reason other than cause; or |
|
(iii) |
No
payment in the event of termination of employment for cause. |
|
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The lump
sum payment under item (ii) in the preceding paragraph is equal to the cash surrender
value (at the time of the employment termination) of a universal key-man
life insurance policy owned and funded by the Company on each officer who
has entered into an EDC Plan with the Company. |
|
|
The Company
owns each life insurance policy, and the Company is the beneficiary under the policy.
In the event of an employment termination for a reason other than the
death of Executive, assuming the Company then owns the policy, the officer
may purchase the policy for its then cash surrender value. If the Company does
not own the life insurance policy at the time a lump payment is due under item (ii) in
the preceding paragraph, the EDC Plan contain fixed schedules of payments
that vary with the then ages of the Executive. |
|
|
The fixed
payment schedules will be determined with reference to the estimated cash surrender
values of the life insurance policies owned by the Company on the Executive.
The maximum amounts payable under the EDC Plan would result if the Executive
continues in the employment of the Company until reaching age 65, at which
time fifteen annual payments of $________ each will be payable to him. |
7 |
INDEMNIFICATION
OF EXECUTIVE |
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7.1 |
Full
Protection. The Company shall indemnify Executive with full protection accorded him
by Maryland law, including those covenants expressed hereunder in this
Section, and through the purchase of Errors and Omissions insurance, with
respect to any liability that may arise out of his capacity as Executive,
whereby such indemnity shall not be deemed exclusive of any other rights to
which he, as a director and officer, may be entitled to under Company's
articles, bylaws, or any agreement, vote of the shareholders, or
otherwise. The Maryland General Corporation Law requires Company (unless our charter
provides otherwise, which our charter does not) to indemnify a director
or officer who has been successful in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. |
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7.2 |
EXPENSES
PAID. Since the Company shall indemnify Executive to the full extent allowable by
law, by reason of the fact that he is or was a director of the Company, if
he would become a party or may be threatened by, or otherwise be made a party
to any indemnifiable action, suit or proceeding, the Company shall pay, in
advance of the final disposition of any indemnifiable action, suit or proceeding
under this bylaw, all reasonable expenses incurred by Executive, upon
receipt of an undertaking by or on behalf of Executive to repay such amount
if it is ultimately determined that he is not entitled to be indemnified by
the Company under the law. |
|
7.3 |
Limited
liability. Maryland law permits Company to include in our charter a provision
limiting the liability of our directors and officers, including
Executive, to us and our stockholders for money damages, except for
liability resulting from: |
|
(i) |
Actual
receipt of an improper benefit or profit in money, property or services or |
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(ii) |
Active
and deliberate dishonesty established by a final judgment and which is material to
the cause of action. |
|
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Company's charter
contains a provision, which eliminates Executive's, as a directors' and officers'
liability, to the maximum extent permitted by Maryland law. Company's
charter also provides that our stockholders, and to the extent that Executive
becomes one as the result of his employment: (1) will not be liable for any
debt, claim, demand, judgment or obligation of any kind of, against or with respect to
us by reason of being stockholders and (2) will not be subject to any
personal liability in tort, contract or otherwise to any person in connection
with our business affairs, undertakings, properties or affairs by reason of
being stockholders. |
|
|
The Maryland
General Corporation Law allows directors and officers, including Executive, to
be indemnified against judgments, penalties, fines, settlements and
expenses actually incurred in a proceeding unless the following can be
established: |
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An act
or omission of the director or officer was material to the cause of action
adjudicated in the proceeding, and was committed in bad faith or was the
result of active and deliberate dishonesty; The director or officer actually
received an improper personal benefit in money, property or services; or
With
respect to any criminal proceeding, the director or officer had reasonable cause to
believe his act or omission was unlawful.
This provision does not
reduce the exposure of directors and officers, including Executive, to federal
or state securities laws, nor does it limit the stockholders' ability to
obtain injunctive relief or other equitable remedies for a violation of a
director's or an officer's duties to us, although the equitable remedies may
not be an effective remedy in some circumstances.
In addition to the above
provisions of the Maryland General Corporation Law, our charter provides that
our directors, our officers, including Executive, our employees, our
agents, the Company and its affiliates will be indemnified by us for losses
arising from our operation only if all of the following conditions are met:
The
directors, including Executive, the Company or its affiliates have determined, in
good faith, that the course of conduct that caused the loss or liability
was in our best interests; The directors, including Executive, the
Company, or its affiliates were acting on our behalf or performing services for
us; In the case of affiliated directors, including Executive, the Company
or its affiliates, the liability or loss was not the result of negligence or
misconduct by the party seeking indemnification; In the case of independent
directors, the liability or loss was not the result of gross negligence or
willful misconduct by the party seeking indemnification; and The
indemnification or agreement to hold harmless is recoverable only out of our
net assets and not from the stockholders. |
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Company hereby
agrees to indemnify and hold harmless Executive while performing services for us
from specific claims and liabilities arising out of his performance of his
obligations under this ECA. As a result, our stockholders and we may be
entitled to a more limited right of action than they and we would otherwise
have if these indemnification rights were not included in this ECA. The general
effect to investors of any arrangement under which any of our controlling
persons, directors or officers are insured or indemnified against
liability is a potential reduction in distributions resulting from our
payment of premiums associated with insurance. In addition,
indemnification could reduce the legal remedies available to the Company and
our stockholders against the officers and directors.
This
notwithstanding, the Securities and Exchange Commission (SEC) takes the
position that indemnification against liabilities arising under the
Securities Act of 1933 is against public policy and unenforceable.
Indemnification of the directors, officers, including Executive, employees, agents,
Company or its affiliates and any persons acting as a broker-dealer will not
be allowed for liabilities arising from or out of a violation of state or
federal securities laws, unless one or more of the following conditions are
met:
There has been a successful adjudication on the merits of each count
involving alleged securities law violations; Such claims have
been dismissed with prejudice on the merits by a court of competent jurisdiction; or
A court of competent jurisdiction approves a settlement of the claims against
the indemnitee and finds that indemnification of the settlement and the
related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and Exchange
Commission and of the published position of any state securities
regulatory authority in which our securities were offered as to
indemnification for violations of securities laws.
Company hereby agrees
to undertake every defense of Executive in matters arising before the SEC on the
merits of Executives position and duties accorded him under the Company's
charter and this ECA. For instance, our charter provides that the advancement
of our funds to our directors, officers, employees, agents, advisor or
affiliates for legal expenses and other costs incurred as a result of any legal
action for which indemnification is being sought is permissible only if all of
the following conditions are satisfied: |
|
(i) |
The
legal action relates to acts or omissions with respect to the performance of duties
or services on behalf of us; |
|
(ii) |
Our
directors, officers, including Executive, employees, agents, advisor or affiliates
provide us with written affirmation of their good faith belief
that they have met the standard of conduct necessary for
indemnification; |
|
(iii) |
The
legal action is initiated by a third party who is not a stockholder or the legal action
is initiated by a stockholder acting in his or her capacity as such
and a court of competent jurisdiction specifically approves such
advancement; and |
|
(iv) |
Our
directors, officers, including Executive, employees, agents, advisor or affiliates
undertake to repay the advanced funds to us together with the
applicable legal rate of interest thereon, in cases in which such
directors, officers, employees, agents, advisor or affiliates are found not
to be entitled to indemnification. |
|
|
Indemnification will
be allowed for settlements and related expenses of lawsuits alleging securities
laws violations and for expenses incurred in successfully defending any
lawsuits, provided that a court either: a) approves the settlement and finds
that indemnification of the settlement and related costs should be made; or
b) dismisses with prejudice or there is a successful adjudication on the merits of
each count involving alleged securities law violations as to the
particular indemnitee and a court approves the indemnification. |
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8.1 |
NON-DISCLOSURE.
Except as expressly permitted by the Company or in connection with the performance
of his duties hereunder, the Executive shall not divulge, communicate, use
to the detriment of the Company or for the benefit of any other person or
persons, or misuse in any way, any confidential information pertaining to
the business of the Company. |
|
8.2 |
EXECUTIVE
APPOINTED AS FIDUCIARY. Any confidential information or data heretofore or hereafter
acquired by the Executive with respect to the business of the Company (which
shall include, but not be limited to, information concerning the Company's
financial condition, prospects, customers, suppliers, sources of leads,
methods of doing business, importation, marketing an(l distribution of the Company's
services) shall be deemed valuable, special and unique asset of the Company
that is received by the Executive in confidence and as a fiduciary, where
Executive shall remain a fiduciary to the Company with respect to all of such
information. |
|
8.3 |
NON-CONFIDENTIAL
DEFINITION. Notwithstanding any provision hereof which may be the contrary,
"confidential information" shall not include (a) information that is or becomes
generally available to the public other than as a result of a disclosure by the
Executive, or (b) information lawfully acquired by the Executive from sources
other than the Company or its affiliates who are not bound by any agreement of
confidentiality. |
|
8.4 |
NON-SOLICITATION
OF EMPLOYEES. While employed by the Company and for a period of two (2) years following
the date his employment is terminated hereunder or not renewed, the
Executive shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity,
attempt to employ or enter into any contractual arrangement with any existing
employee at the time of the termination of the Executive of the Company,
unless such employee or former employee has not been employed by the Company
(or its predecessors) for a period in excess of six (6) months. |
|
8.5 |
BOOKS
AND RECORDS. All books, records, and accounts relating in any manner to Company,
whether prepared by the Executive or other wise coming into the Executive's
possession, shall be the exclusive property of the Company and shall be
returned immediately to the Company on termination of the Executive's
employment hereunder or on the Company's request at any time. The Executive
shall not retain copies, extracts or compilations of any such books, records
or accounts. |
|
8.6 |
COMPANY
INCLUDES SUBSIDIARIES. For purposes of this Agreement, the term "Company" shall be
deemed to include the Company and any of its direct or indirect subsidiaries. |
9. |
INJUNCTION.
It is recognized and hereby acknowledged by the parties hereto that: |
|
(i) |
A
breach by the Executive of any of the covenants contained in this Agreement will
cause irreparable harm and damage to the Company, the monetary
amount of which may be virtually impossible to ascertain; and |
|
(ii) |
As
a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all
of the covenants contained in this Agreement by the Executive or
any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be
cumulative and in addition to whatever other remedies the Company
may possess; yet |
|
(iii) |
Nothing
expressed or implied in this Agreement is intended, or shall be construed, to confer
upon or give any person other than the parties hereto and their
respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason of this
Agreement. |
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10. |
GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws
of the State of Maryland. . |
11. |
NOTICES.
Any notice required or permitted to be given hereunder shall be in writing and shall
be given by personal delivery, facsimile transmission, Federal Express (or other
equivalent courier service) or by registered or certified mail, postage
prepaid, return receipt requested (a) if to the Company, made Attention to
the Chairman of the Board or the Resident of the Company and (b) if to the Executive,
to his mailing address at ______________. Notice by registered or certified mail
will be effective three days after deposit in US mail. Notice by any other permitted
means will be effective upon receipt. |
12. |
BENEFITS:
BINDING EFFECT. This Agreement shall be for the benefit of and binding upon the parties
hereto and their respective heirs, personal representatives, legal
representatives, successors and, where applicable, assigns, including,
without limitation, any successor to the Company, whether by merger,
consolidation, sale of stock, sale of assets or otherwise. |
13. |
DAMAGES.
Nothing contained herein shall be construed to prevent any party hereto from seeking
and recovering from the other damages sustained by either or both of them as a
result of its or his breach of any term or provision of this Agreement. In the
event that either party hereto brings suit for the collection of any damages
resulting from, or for the injunction of any action constituting, a breach of any of
the terms or provisions of this Agreement, then the prevailing party shall pay
all reasonable costs, fees (including reasonable attorneys' fees) and expenses
of the non-prevailing party. |
14. |
SEVERABILITY.
The invalidity of any one or more of the words, phrases, sentences, clauses or
sections contained in this Agreement shall not affect the enforceability of the
remaining portions of this Agreement or any part thereof, all of which are
inserted conditionally on their being valid in law, and, in the event that any one
or more of the words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid, this Agreement shall be construed as if
such valid word or words, phrase or phrases, sentence or sentences, clause or
clauses, or section or sections had not been inserted. If such invalidity is
caused by length of time or size of area, or both, the otherwise invalid provision
will be considered to be reduced to a period or area which would cure such
invalidity. |
15. |
WAIVERS.
The waiver by either party hereto of a breach or violation of any term or
provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation. |
16. |
ASSIGNMENT.
Subject to the provisions of herein, the Executive agrees that any or all of the
rights and interests of the Company hereunder: |
|
(i) |
May
be assigned to any purchasers of substantially all of the assets of the Company, and |
|
(ii) |
May
be assigned as a matter of law to the surviving entity in any merger of Company. The
Executive shall not delegate his employment obligations hereunder, or
any portion thereof, to any other person. |
17. |
ENTIRE
AGREEMENT This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements,
understandings and arrangements, both oral and written, between the parties
hereto with respect to such subject matter. This Agreement may not be
modified in any way unless by a written instrument signed by each of the parties
hereto. |
-10-
IN WITNESS HEREOF, the Parties have executed
this Agreement as of the date noted below:
"COMPANY"
JEFFERSON CAPITAL INTERESTS, INC.
Name: |
XXXXXXXX
X. XXXXXXX ------------
------------------------------------------------------------------------------------------------- Title: EXECUTIVE
VICE-PRESIDENT, ACTING PRESIDENT, DIRECTOR ------------
------------------------------------------------------------------------------------------------- Company: ------------
---------------------------------------- ------------------ --- ---------------
----------------- Address: 0000 00XX
XXXXXX N.E ------------
------------------------------------------------------------------------------------------------- City:
XXXXXX Xxxxx/Xxx/Xxxxxxx: XX
00000 ------------
---------------------------------------- ------------------ --- ---------------
----------------- Phone(s): Tel: 000-000-0000 Fax: 000-000-0000 Cell: 000-000-0000 ------------
------------------------------ --------------------------------
--------------------------------- Email: xxxxxxxx@xxxxx.xx.xxx ------------
------------------------------------------------------------------------------------------------- |
Executive
Name:
------------ -------------------------------------------------------------------------------------------------
Title:
------------ -------------------------------------------------------------------------------------------------
Company:
------------ ---------------------------------------- ------------------ --- --------------- -----------------
Address:
------------ -------------------------------------------------------------------------------------------------
City: State/Zip/Country:
------------ ---------------------------------------- ------------------ --- --------------- -----------------
Phone(s): Tel: Fax: Cell:
------------ ------------------------------ -------------------------------- ---------------------------------
Email:
------------ -------------------------------------------------------------------------------------------------
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