EXHIBIT 10.41
12/28/95
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
BETWEEN FLAGSTAR CORPORATION AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
This Amended and Restated Employment Agreement ("Agreement") is entered
into as of January 1, 1996, effective as of May 2, 1995, amending and restating
the Amended and Restated Employment Agreement entered into as of January 10,
1995 between Flagstar Corporation (formerly, TW Services, Inc.), a Delaware
corporation (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (the "Executive"),
residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WITNESSETH:
WHEREAS, the Executive is currently employed by the Company as its
Chairman; and
WHEREAS, the Company and the Executive desire to amend and restate the
Amended and Restated Employment Agreement dated as of January 10, 1995 and to
provide for the Executive's continuing employment as an advisor to the Company
following his resignation as Chairman, on the terms, and subject to the
conditions, as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations hereinafter set forth, the parties agree as follows:
1. TERMINATION OF PRIOR EMPLOYMENT AGREEMENT
The Employment Agreement dated as of July 26, 1989 will terminate and be of
no further force or effect upon the closing (the "Closing") of the purchase, by
Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. or one or more of its affiliates of common stock
("Common Stock") of Flagstar Companies, Inc. (formerly TW Holdings, Inc.)
("Holdings") and warrants to purchase shares of Common Stock pursuant to that
certain Stock and Warrant Purchase Agreement (the "Purchase Agreement") dated
concurrently herewith; the date on which the Closing occurs is hereinafter
referred to as the "Closing Date".
2. EMPLOYMENT
The Executive hereby resigns as Chairman and a member of the Company's
Board of Directors and agrees to serve as an advisor to the Company and shall be
employed as such until the close of business on the fifth anniversary of the
Closing Date, unless his employment is earlier terminated pursuant to section 6.
(The Executive's period of employment under this Agreement, whether ending on
the fifth anniversary of the Closing Date or earlier pursuant to section 6 is
hereinafter referred to as the "Employment Term.") The Executive will serve the
Company subject to the general supervision, advice and direction of the
Company's Board of Directors (the "Board") and upon the terms and conditions set
forth in this Agreement.
3. DUTIES
The Executive shall devote such reasonable time and efforts to the business
affairs of the Company as may be requested by the Board, to the extent not
inconsistent with the Executive:
(i) serving as a director or member of a committee of any
not-for-profit organization or engaging in other charitable or community
activities;
(ii) serving as a director or member of a committee of the
corporations or organizations that the Executive presently serves and such
corporations and organizations that the Executive upon approval of the
Board may serve in the future;
(iii) managing his personal investments, including, but not limited
to, ▇▇▇▇▇▇▇▇▇▇ Sports, TriArc Foods, and Isotechnology, Inc.; and
(iv) serving as a director or officer of, or otherwise engaging in
activities related to, the National Football League;
provided, that the Executive may not accept employment with any other individual
or other entity, or engage in any other venture which is in conflict with the
business of the Company.
4. COMPENSATION AND BENEFITS
(a) BASE COMPENSATION. The Company shall pay the Executive an annual base
salary (the "Base Salary") as compensation for his employment, in equal
installments and at least twice in each calendar month. The Base Salary for the
Employment Period shall be at the annual rate of $750,000.
(b) BONUS. For calendar years after 1994, the Executive's bonus
compensation during the Employment Period shall be determined by the Board in
its reasonable discretion.
(c) LOAN. Within 60 days after the Closing Date, provided that Nations Bank
shall transfer to the Company or Holdings, in accordance with the provisions of
Regulation G under Section 7(a) of the Securities and Exchange Act of 1934
relating to transfers of margin loans, all of the collateral which it shall then
hold to secure its loan (the "NB Loan") made to the Executive in 1989 to finance
the Executive's purchase of 675,475 shares (the "Shares") of Common stock and
which collateral shall consist of at least the Shares and provided that the
Executive shall consent to such transfer of collateral, the Company or Holdings,
respectively, shall extend to the Executive a loan (the "Loan") in an amount
equal to the lesser of the original principal of the NB Loan, approximately
$13.5 Million, or the amount of the outstanding principal of the NB Loan on the
date the Executive repays the NB Loan. The Executive shall use the proceeds of
the Loan, and such other of his funds which may be required, to pay all of the
current outstanding principal and interest due on the NB Loan. The Loan shall be
evidenced by a recourse promissory note (the "Note") from the Executive to the
Company or Holdings, as the case may be, which shall be secured by the Shares
pursuant to a Pledge Agreement to be entered into by the Executive and the
Company or Holdings. The terms of the Note shall be as follows:
(i) All principal and interest on the Note shall be due and payable on
the fifth anniversary of the Closing Date, provided, however, that in the
event of a payment to the Executive pursuant to Section 7(a), the amount of
such payment, less any applicable federal, state or local taxes payable by
the Executive with respect thereto, shall be immediately offset to pay
principal and interest on the Loan to the extent of such payment, with the
balance of the Loan being payable on the fifth anniversary of the Closing
Date; and provided, further, at the election of the Company or Holdings, as
the case may be, in its sole and absolute discretion, all such principal
and interest shall become due and payable on the termination of the
Executive's employment with the Company in a Termination for Cause or by
reason of a Voluntary Termination, as each is defined in Section 6(c).
(ii) The interest rate shall be fixed at an annual rate equal to the
applicable federal rate pursuant to Internal Revenue Code section 7872 for
five-year term loans as in effect on the date the Note is executed.
(d) STOCK OPTIONS. Effective as soon as practicable after the Closing,
subject to the termination of the Executive's stock option dated as of December
6, 1989 (the "1989 Option") for 160,000 shares of Common Stock, the Company
shall grant to the Executive a new option for 160,000 shares of Common Stock
(the "Exchange Option") and a new option for 440,000 shares of Common Stock (the
"Additional Option") (the Exchange option and the Additional Option are
hereinafter collectively referred to as the "New Options"). The New Options
shall be granted subject to the following terms and conditions: (i) the exercise
price with respect to 100,000 shares under the Exchange Option shall be $15.00
per share, (ii) the exercise price with respect to 60,000 shares under the
Exchange Option and all of the shares under the Additional Option shall be 17.50
per share, (iii) the New Options shall be exercisable at the rate of 20% per
year beginning on the first anniversary of the Closing Date, conditioned on the
Executive's continuing to be employed by the Company, PROVIDED, HOWEVER that if
the Company terminates the Executive's employment other than in a Termination
for Cause, or if the Executive dies, the New Options shall be immediately and
fully exercisable, (iv) the New Options shall be granted under and subject to
Holdings' 1989 NonQualified Stock Option Plan (the "Option Plan"), (v) all
shares of Common Stock acquired by the Executive upon any exercise of the New
Options shall be subject to the ▇▇▇▇▇▇▇▇▇▇ Shareholder Agreement (the
"Shareholder Agreement") entered into by the Executive and the Company, and (vi)
the grant of the New Options shall be subject to approval by Holdings,
shareholders.
(e) VACATION. During each calendar year during the Employment Term, the
Executive shall be entitled to no fewer than four weeks paid vacation, as
determined by the Board, unless, based on his length of service with the Company
and his position with the Company, the Executive is entitled to a greater number
of weeks paid vacation under the Company's generally applicable vacation policy.
(f) BENEFITS. During the Employment Term, the Executive shall be entitled
to participate in all pension, profit sharing and other retirement plans, all
incentive compensation plans and all group health, hospitalization and
disability insurance plans and other employee welfare benefit plans in which
other senior executives of the Company may participate on terms and conditions
no less favorable than those (i) which apply to such other senior executives of
the Company and (ii) which
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are substantially equivalent on an aggregate basis to those which are currently
in effect, except in any case to the extent the Executive may otherwise agree in
writing. The Executive will continue to be provided with office space and
secretarial assistance at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
(g) INSURANCE POLICY. During the Employment Term the Company shall continue
in effect the agreement dated January 2, 1975 between the Executive and Spartan
Food System, Inc. covering Massachusetts Mutual Life Insurance Company policy
number 5-215831 and the Company shall not terminate said agreement without the
written consent of the Executive.
5. REIMBURSEMENT OF EXPENSES
(a) EXPENSES INCURRED IN PERFORMANCE OF EMPLOYMENT. In addition to the
compensation provided for under section 4 hereof, upon submission of proper
vouchers, the Company will pay or reimburse the Executive for all normal and
reasonable expenses, including travel expenses, incurred by the Executive during
the Employment Term in connection with the Executive's responsibilities to the
Company.
(b) FEES AND EXPENSES IN RELATION HERETO. The Company agrees to reimburse
the Executive for the reasonable professional fees and expenses incurred in
relation to this Agreement, its subject matter, and the attendant agreements
relating to the Executive's Common Stock and stock options of Holdings.
6. TERMINATION
(a) Notwithstanding Section 2 hereof, the Employment Term shall terminate
upon the occurrence of any of the following events:
(i) immediately upon the death of the Executive; provided, however,
that in such event and in addition to any other death benefits, the
Executive's surviving spouse shall be paid the Base Salary in monthly
installments for a period of one (1) year commencing immediately upon the
death of the Executive;
(ii) upon the close of business on the 180th day following the date on
which the Company gives the Executive written notice of the termination of
his employment as a result of a Permanent Disability (as defined in
subsection (c)); provided, however, that the Executive shall be paid
one-half of the Base Salary and Bonus for a period of two years after the
termination of the Executive's employment;
(iii)upon the close of business on the effective date of a "Voluntary
Termination" (as defined in subsection (c)) by the Executive of his
employment with the Company;
(iv) upon the close of business on the date on which the Company gives
the Executive written notice of "Termination for Cause" (as defined in
subsection (c)) of his employment.
(b) In the event of the termination of the Employment Term pursuant to
subsection (a), the Company shall pay the Executive (or, in the case of his
death, his estate or other legal representative), not later than 90 days after
such termination, in a lump sum (except for additional payments due under
clauses (i) and (ii) of subsection (a), all accrued but unpaid Base Salary and
Bonus and other accrued benefits pursuant to section 4 through the date of his
termination.
(c) For purposes of this Agreement:
(1) "Permanent Disability" shall mean the Executive's inability to
perform the duties contemplated by this Agreement by reason of a physical
or mental disability or infirmity which has continued for more than 180
consecutive days. The Executive agrees to submit such medical evidence
regarding such disability or infirmity as is reasonably requested by the
Company.
(2) "Termination for Cause" shall mean any termination of the
Executive's employment for "cause." For purposes of this Agreement,
termination of the Executive's employment shall be deemed to have been for
cause only if termination of his employment shall have been the result of
(i) an act or acts by him, or any omission by him, constituting a felony,
and the Executive has entered a guilty plea or confession to, or has been
convicted of, such felony, or as a result of any proven act of fraud or
dishonesty by the Executive which results or is intended to result in any
material financial or economic harm to the Company, or (ii) breach of a
material provision of this Agreement or of the Shareholder's Agreement by
the Executive.
(3) "Voluntary Termination", shall mean any voluntary termination by
the Executive of his employment with the Company; the Executive shall give
the Company at least 120 days' prior written notice of the effective date
of any
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Voluntary Termination. For the purposes of this Agreement, the Executive
shall not be deemed to have terminated his employment with the Company
voluntarily if (i) the Executive terminates his employment with the Company
as a result of a material breach by the Company of a material provision of
this Agreement which the Company does not take measures to correct within
60 days after the Executive notifies the Board in writing of the action or
omission which the Executive believes constitutes such a breach and (ii)
within 10 days of the expiration of the 60-day period referred to in (i)
above, the Executive gives 30 days' prior written notice to the Company of
his intention to terminate his employment.
7. ACCELERATION OF BENEFITS; NO MITIGATION
(a) In the event that the Executive's employment is terminated for any
reason other than as set forth in section 6, then all remaining Base Salary,
Bonus and other benefits for the remaining Employment Term of this Agreement
(assuming Executive's employment had continued until the fifth anniversary of
the Closing Date) shall be immediately due, owing and payable in a lump sum to
the Executive without mitigation; for the purposes of this section only, the
Executive's annual Base Salary and Bonus, in the aggregate, shall be deemed to
be payable at a rate of $1,500,000 for each full year of the Employment Term
(assuming Executive's employment had continued until the fifth anniversary of
the Closing Date). The Company shall also be obligated to provide health and
welfare benefits to the Executive and his dependents for the remainder of the
Employment Term (assuming Executive's employment had continued until the fifth
anniversary of the Closing Date), on terms no less favorable than those in
effect for continuing senior executives of the Company, and shall provide the
Executive with service credit under any retirement plan in which the Executive
participates for the remainder of the Employment Term (assuming Executive's
employment had continued until the fifth anniversary of the Closing Date). In
the event that the Executive's participation in any health, welfare or
retirement plan is prohibited by law or the terms of the plan after his
termination of employment, the Company shall provide the Executive with the cash
equivalent of the benefits under such plan to which he would be entitled
pursuant to the preceding sentence.
(b) In the event that the Company terminates the Executive's employment
within one year after the Closing Date for any reason other than as set forth in
section 6, if any of the payments or other benefits (collectively, the
"Payments") payable to the Executive hereunder are held to be subject to the tax
(the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended, the Company shall pay to the Executive an additional amount such
that the net amount retained by the Executive, after deduction of any Excise Tax
on the Payment and any federal, state or local income tax and Excise Tax upon
the payment provided by this section, shall be equal to the Payments.
8. PROTECTED INFORMATION; PROHIBITED SOLICITATION
(a) The Executive hereby recognizes and acknowledges that during the course
of his employment by the Company, the Company has disclosed and will furnish,
disclose or make available to the Executive confidential or proprietary
information related to the Company's business, including, without limitation,
customer lists, ideas, processes, inventions and devices, that such confidential
or proprietary information has been developed and will be developed through the
Company's expenditure of substantial time and money, and that all such
confidential information could be used by the Executive and others to compete
with the Company. The Executive hereby agrees that all such confidential or
proprietary information shall constitute trade secrets, and further agrees to
use such confidential or proprietary information only for the purpose of
carrying out his duties with the Company and not otherwise to disclose such
information. No information otherwise in the public domain shall be considered
confidential.
(b) The Executive hereby agrees, in consideration of his employment
hereunder and in view of the confidential position to be held by the Executive
hereunder, that during the Employment Term and for the period ending on the date
which is three years after the later of (1) the termination of the Employment
Term and (2) the date on which the Company is no longer required to provide the
payments and benefits described in section 4, the Executive shall not, without
the written consent of the Company, knowingly solicit, entice or persuade any
other employees of the Company or any affiliate of the Company to leave the
services of the Company or such affiliate for any reason.
(c) The Executive further agrees that, in the event of the Termination for
Cause or the Voluntary Termination of his employment with the Company, he shall
not (except as to the activities described in section 3) for a period of three
years following such termination enter into any relationship whatsoever, either
directly or indirectly, alone or in partnership, or as an officer, director,
employee or stockholder (beneficially owning stock or options to acquire stock
totaling more than five percent of the outstanding shares) of any corporation
(other than the Company or Holdings), or otherwise acquire or agree to acquire a
significant present or future equity or other proprietorship interest, whether
as a stockholder, partner, proprietor or otherwise, with any enterprise,
business or division thereof (other than the Company or Holdings), which is
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engaged in the restaurant or food services business in those states within the
United States in which the Company, holdings and any of its subsidiaries is at
the time of such termination of employment conducting its business and which has
annual sales of at least $50,000,000.
(d) So long as the Executive is employed by the Company and so long as the
restrictions of this section apply, prior to accepting any engagement to act as
an employee, officer, director, trustee, principal, agent or representative of
any type of business or service (other than as an employee of the Company), the
Executive shall (i) to the extent not described in Section 3, disclose such
engagement in writing to the Company and (ii) disclose to the other entity with
which he has agreed to act as an employee, officer, director, trustee, agent or
representative, or to other principals together with whom he proposes to act as
a principal in such business or service, the existence of the covenants set
forth in this section and the provisions of section 9.
(e) The restrictions in this section 8 shall survive the termination of
this Agreement and shall be in addition to any restrictions imposed upon the
Executive by statute or at common law.
(f) The parties hereby acknowledge that the restrictions in this section 8
have been specifically negotiated and agreed to by the parties hereto and are
limited to only those restrictions necessary to protect the Company from unfair
competition. The parties hereby agree that if the scope or enforceability of any
provision, paragraph or subparagraph of this section 8 is in any way disputed at
any time, and should a court find that such restrictions are overly broad, the
court may modify and enforce the covenant to the extent that it believes to be
reasonable under the circumstances. Each provision, paragraph and subparagraph
of this section 8 is separable from every other provision, paragraph, and
subparagraph and constitutes a separate and distinct covenant.
9. INJUNCTIVE RELIEF
The Executive hereby expressly acknowledges that any breach or threatened
breach by the Executive of any of the terms set forth in sections 3 and 8 of
this Agreement may result in significant and continuing injury to the Company,
the monetary value of which would be impossible to establish. Therefore, the
Executive agrees that the Company shall be entitled to apply for injunctive
relief in a court of appropriate jurisdiction. The provisions of this section
shall survive the Employment Term.
10. PARTIES BENEFITED; ASSIGNMENTS
This Agreement shall be binding upon the Executive, his heirs and his
personal representative or representatives, and upon the Company and its
successors and assigns. Neither this Agreement nor any rights or obligations
hereunder may be assigned by the Executive.
11. NOTICES
Any notice required or permitted by this Agreement shall be in writing,
sent by registered or certified mail, return receipt requested, addressed to the
Board and the Company at its then principal office, with a copy to TW
Associates, L.P., ▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Nine West 57th Street, New
York, New York, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or to the Executive at the
address set forth in the preamble, as the case may be, or to such other address
or addresses as any party hereto or TW Associates, L.P. may from time to time
specify in writing for the purpose in a notice given to the other parties in
compliance with this section. Notices shall be deemed given when received.
12. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without regard to conflict of
law principles.
13. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES
The Company shall indemnify the Executive to the fullest extent permitted
by the laws of the State of Delaware, as in effect at the time of the subject
act or omission, and he will be entitled to the protection of any insurance
policies the Company may elect to maintain generally for the benefit of its
directors and officers against all costs, charges and expenses incurred or
sustained by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being or having been a director, officer or
employee of the Company or any of its subsidiaries or his serving or having
served any other enterprise as a director, officer or employee at the request of
the Company (other than any dispute, claim or controversy described in section 9
of this Agreement except that the Executive shall be entitled to reimbursement
of his reasonable attorneys' fees and expenses if he is the prevailing party).
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14. PUBLIC ANNOUNCEMENTS
The Company and the Executive agree that neither shall make any public
announcement concerning the terms of this Agreement or the relinquishment by the
Executive of the position of Chief Executive officer of the Company without the
consent of the other party, unless required to do so by law.
15. MISCELLANEOUS
This Agreement contains the entire agreement of the parties relating to the
subject matter hereof. This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof. No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto. A waiver of the breach
of any term or condition of this Agreement shall not be deemed to constitute a
waiver of any subsequent breach of the same or any other term or condition. This
Agreement is intended to be performed in accordance with, and only to the extent
permitted by, all applicable laws, ordinances, rules and regulations. If any
provision of this Agreement, or the application thereof to any person or
circumstance, shall, for any reason and to any extent, be held invalid or
unenforceable, such invalidity and unenforceability shall not affect the
remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law. The compensation provided to the Executive pursuant to this
Agreement shall be subject to any withholdings and deductions required by any
applicable tax laws. Any amounts payable under this Agreement to the Executive
after the death of the Executive shall be paid to the Executive's estate or
legal representative. The headings in this Agreement are inserted for
convenience or reference only and shall not be a part of or control or affect
the meaning of any provision hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first written above.
FLAGSTAR CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Sr. V.P., General Counsel &
Secretary
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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AGREEMENT TO FURNISH
FACILITIES AND SERVICES
THIS AGREEMENT made and entered into as of January 1, 1996, by and between
Flagstar Corporation (formerly TW Services, Inc.), a Delaware corporation
("Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("Executive"), residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇ Sports Limited Partnership ("RS"), a
North Carolina limited partnership with offices in Charlotte, North Carolina.
WITNESSETH
WHEREAS, Company and Executive entered into an "Amended and Restated
Employment Agreement" effective as of January 10, 1995 (hereinafter the "Amended
Agreement"), some of the terms of which require that Company provide Executive
with office space and secretarial assistance; and
WHEREAS, Executive is the principal owner of RS which owns and operates a
franchise for a professional football team in the National Football League; and
WHEREAS, Executive, as allowed under the terms of the Amended Agreement, is
spending substantial time on business related to RS; and
WHEREAS, RS has agreed to assume Company's obligations to provide office
space, secretarial assistance and certain support services related to
Executive's activities and Company has agreed to pay RS for assuming those
liabilities; and
WHEREAS, Executive is agreeable to the assumption of Company's liability by
RS;
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Company, Executive and RS have agreed as
follows:
1. EFFECTIVE DATE AND TERM. This Agreement shall be effective as of January
1, 1996, and shall extend through November 16, 1997, subject to termination in
the event the Amended Agreement terminates. If the Amended Agreement is
terminated other than at the end of the term, November 16, 1997, this Agreement
shall also terminate and the obligations of Company to Executive and to RS shall
cease in accordance with the terms of the Amended Agreement as to Executive, and
this Agreement as to RS.
2. TRANSFER AND ASSUMPTION OF OBLIGATIONS. Section 4(f) of the Agreement
requires Company to provide Executive with office space and secretarial
assistance at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. RS hereby
assumes the obligation imposed on Company to furnish office space, secretarial
assistance, equipment (except for that described on Exhibit A) and supplies, and
Executive hereby releases Company from any further liability or responsibility
to provide office space, secretarial assistance, equipment and supplies, and RS
hereby agrees to assume full responsibility for those obligations. In
consideration of RS' undertakings hereunder, Company shall during the term of
this Agreement pay a fixed fee per month to RS pursuant to Paragraph 3 below.
Company shall continue to provide equipment as described on Exhibit A, which is
attached to and made a part hereof, and the fixed fee shall include the costs of
maintenance of the equipment described on Exhibit A. Upon the expiration of this
Agreement, RS shall have the right to purchase all or any part of the equipment
listed on Exhibit A at book value, as reflected on the Company's books.
3. COMPENSATION TO RS. During the term of this Agreement, beginning January
1, 1996, and continuing on the first day of each month thereafter through
October 1, 1997, Company agrees to pay RS the sum of $19,167.22 per month in
1996 and $19,469.32 per month beginning January 1, 1997, through October 1,
1997, which includes (a) rent at $5,000 per month, (b) secretarial compensation
(including salaries and all fringe benefits) at $9,607.22 per month for 1996 and
$9,909.32 beginning January 1, 1997, and on November 1, 1997, the sum of
$9,954.66; and (c) the provision of office equipment and supplies at the rate of
$4,560 per month throughout the term hereof in full compensation and
satisfaction of the assumption of Company's obligations by RS as herein set
forth. RS will reimburse the Company monthly for telephone lease payments, T-1
connection charges, additional telephone line fees, fax machine lease charge and
telephone service charges, the totals of which averaged $3,062 per month in
1995.
4. CONSENT FOR RS TO HIRE COMPANY EMPLOYEES. To assist RS in meeting its
obligations to provide secretarial service for Executive, Company hereby grants
permission to RS to hire one or both of the following Company employees: ▇▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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5. AMENDMENT OF AMENDED AGREEMENT. Except as herein specifically provided,
the Amended Agreement between Company and Executive shall remain in full force
and effect.
6. BINDING NATURE OF AGREEMENT. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
7. GOVERNING LAW. The terms of this Agreement shall be governed by the laws
of the State of North Carolina.
IN WITNESS WHEREOF, Company, Executive and RS have duly executed this
Agreement as of the date first set forth above.
FLAGSTAR CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Sr. Vice President, General
Counsel & Secretary
(Company)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
(Executive)
▇▇▇▇▇▇▇▇▇▇ SPORTS LIMITED PARTNERSHIP
By: PFF, INC., GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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VICE PRESIDENT
(RS)
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