EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 22nd day of June,
1998 by and between Creditrust Corporation, a Maryland Corporation (hereinafter
referred to as "Creditrust") having its principal office at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and Xxxx X. Xxxxx
(hereinafter referred to as the "Executive"). In consideration of the mutual
covenants and promises contained herein and the Executive's continued
employment, the sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Creditrust desires to continue to employ the Executive on the terms and
conditions herein set forth, and the Executive has agreed to accept employment
with Creditrust on the terms and conditions set forth.
1) EMPLOYMENT AT WILL. Creditrust hereby employs the Executive and the
Executive shall serve Creditrust upon the terms and conditions hereinafter
set forth. Notwithstanding any other provision in this Agreement or in any
other document to the contrary, this Agreement creates an employment
relationship of indefinite duration which may be legally terminated at the
pleasure of either Creditrust or the Executive at any time and without any
liability.
2) CAPACITY AND PERFORMANCE.
a) Capacity. The Executive shall serve as the Vice President, Business
Development of Creditrust and shall serve, with no additional
compensation, in any other office or position as determined by Xxxxxx
X. Xxxxxx ("Xx. Xxxxxx") or his successor or designee.
b) Duties. The Executive shall be employed by Creditrust on a full time
basis, and shall perform, on behalf of Creditrust, such duties
customary to his position and additional duties as may be designated
by Xx. Xxxxxx or his successor of designee from time to time.
c) Full Time. The Executive shall devote his full time, attention,
skill, and energy to the performance of his duties under this
Agreement. The Executive shall comply with all reasonable
professional requests of the Company; provided, however, that the
Executive will be permitted to engage in and manage personal
investments and to participate in community and charitable affairs, so
long as such activities do not interfere with his duties under this
Agreement.
3) COMPENSATION.
a) Base Compensation. Creditrust shall pay to the Executive an annual
base salary of One Hundred and Fifty Thousand Dollars ($150,000)
during the term of the Agreement. Creditrust shall pay the
Executive's annual salary to him in
accordance with standard payment practices of Creditrust as adopted or
employed by Creditrust from time to time.
b) Bonuses; Stock Plans. In addition to his base salary, the Executive
shall be entitled to participate in any stock option plans, programs,
arrangements and practices sponsored by the Company for the benefit of
executive employees serving in similar capacities with the Company
(and/or its affiliates), if any, as may be established from time to
time by the Board of Directors of the Company for the benefit of such
executive employees, in accordance with the terms of such plans, as
amended by the Company from time to time; it being understood that
there is no assurance with respect to the establishment of such plans
or, if established, the continuation of such plans during the term of
this Agreement.
4) BENEFITS. During the term of this Agreement, the Executive shall also be
entitled to participate in or receive benefits under all of the Company's
benefit plans, programs, arrangements and practices, including pension,
disability, and group life, sickness, accident or health insurance
programs, if any, as may be established from time to time by the Board of
Directors of the Company for the benefit of executive employees serving in
similar capacities with the Company (and/or its affiliates), in accordance
with the terms of such plans, as amended by the Company from time to time;
it being understood that there is no assurance with respect to the
establishment of such plans or, if established, the continuation of such
plans during the term of this Agreement.
5) VACATION. The Executive shall be entitled to an annual vacation of
duration equal to the duration of the annual vacation available to
management level employees of Creditrust with the same tenure, to be taken
at a time acceptable to Creditrust, subject to the reasonable business
needs of Creditrust. The Executive shall be paid his salary during such
vacation period.
6) CONFIDENTIALITY AGREEMENT. The parties, by their signatures, adopt and
ratify all of the provisions of the Confidentiality Agreement that is
attached and incorporated by reference into this Agreement as if set forth
at length. In the event that a court of competent jurisdiction finds that
any term or provision in this Agreement conflicts with any term or
provision in the Confidentiality Agreement, then the terms and provisions
in this Agreement shall supersede the conflicting terms or provisions in
the Confidentiality Agreement, but only to the extent of the conflict.
7) CONFLICTING AGREEMENTS. The Executive hereby represents and warrants to
Creditrust that his execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other
agreement to which he may be a party or may be bound and is not subject to
any covenants against competition or similar covenants that would affect
performance of his duties and obligations hereunder.
8) WAIVER. The waiver by either Creditrust or the Executive of a breach of
any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by either Creditrust or the Executive.
9) ASSIGNMENT: BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon Creditrust, its successors and assigns. The Executive
may assign his right to payment under this Agreement but not his
obligations hereunder.
10) NOTICE. Any notice, writing or other communication required or permitted
to be given under the terms of this Agreement shall be in writing and sent
by certified or registered mail in the United States mail, postage prepaid,
return receipt requested, or by telegram, and addressed as follows or to
such other address which may from time to time be given by the parties:
a) If to Creditrust:
Xxxxxx X. Xxxxxx, Chairman & CEO
Creditrust Corporation
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
b) If to the Executive:
______________________________
______________________________
______________________________
______________________________
If mailed, the notice period shall be deemed to begin in two (2) days
following the date on which that notice is mailed.
11) MISCELLANDOUS PROVISONS.
a) Captions. The descriptive headings of the several sections of this
Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
b) Severability. In the event that one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect,
the remaining provisions contained therein shall not in any way be
affected and shall remain in force to the fullest extent of the law.
c) Entire Agreement. This Agreement contains the entire agreement
between the parties and supersedes all prior oral or written
agreements, commitments, or understandings with respect to the matters
provided for herein, and no modification shall be finding upon the
party affected unless set forth in writing and duly executed by each
party affected. All covenants and agreements in this Agreement by or
on behalf of any of the parties hereto shall find and inure to the
benefit of the respective successors, assigns and personal
representatives.
d) Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by,
the laws of the State of Maryland exclusive of its conflicts of law
rules.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
CREDITRUST CORPORATION
By: /s/ Xxxxxx X Xxxxxx
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Xxxxxx X. Xxxxxx, President
THE EXECUTIVE
/s/ Xxxx X. Xxxxx
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