EXHIBIT 10.3
Agreement of Employment
Between
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
And
US Facilities Corporation
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This Agreement is made at Costa Mesa, California, and shall be
effective as of the 1st day of November, 1996, between US Facilities
Corporation, a Delaware corporation (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the
"Executive"). In consideration of the respective promises and mutual covenants
and agreements of the parties which are set forth herein, and intending to be
legally bound thereby, the parties hereby agree as set forth below.
Section 1. Employment
The Company hereby agrees to employ the Executive and the Executive
hereby agrees to be employed by and to serve the Company on the terms and
conditions as set forth in this Agreement.
Section 2. Period of Employment
This Agreement will commence and be effective as of November 1, 1996,
and shall expire and terminate as of October 31, 2000.
Section 3. Position and Duties
The Executive shall serve the Company as its Executive Vice President--
Corporate Finance and Investor Relations, with all the duties, responsibilities,
authority, rights and privileges which normally attach to those offices, and
with such powers that are consistent with such positions; and shall have such
additional duties, powers, responsibilities and authority as may be delegated or
assigned to Executive from time to time by the Company's Chief Executive
Officer. Executive's services shall be performed on behalf of the Company in
consonance with the Company's Certificate of Incorporation and its Bylaws, and
Executive shall be subject at all times to the supervision, direction and
control of the Company's Chief Executive Officer and its Board of Directors.
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Section 4. Devotion of Time and Best Efforts
Executive agrees that during the period of his employment he will
devote the substantial portion of his working and productive time, attention,
energies, abilities, skill and efforts to the business affairs of the Company;
and he will diligently exert his best efforts to the promotion, development and
best interest of the Company and its affiliates (including all subsidiaries),
and will faithfully and diligently perform all of the duties incident to his
positions. It is recognized by the Company that Executive, during his employment
period, may have certain personal business activities and enterprises, and the
Company accepts that a relatively minor portion of any given business day may be
spent by Executive attending to such personal business affairs. The Company
acknowledges that such activities will not interfere with the performance of
Executive's duties under this Agreement; and Executive agrees that he will spend
such time in the daily performance of his duties under this Agreement as an
executive in the same industry with similar positions and responsibilities would
spend on behalf of his employer; provided, however, during the term of his
employment Executive, as hereinafter set forth, will not, directly or
indirectly, promote, participate or engage in any activities, whether as a
partner, employee, creditor, shareholder or otherwise, in any business which
shall in any way be competitive or constitute a conflict of interest with the
Company's business.
Section 5. Place of Performance
Executive's duties and responsibilities shall be performed primarily at
the Company's offices in the area of Chicago, Illinois, except for such travel
as may be required to be undertaken on behalf of the Company's business. The
Company may not relocate the Executive for purposes of his employment under this
Agreement without the express agreement by the Executive to such relocation.
Section 6. Compensation Payable to Executive
6.01 Salary Payments: In consideration of Executive's services, the
Company shall pay to the Executive a salary at the rate of not less than Two
Hundred Twenty-Seven Thousand Two Hundred Seventy Dollars ($227,270) per annum,
in equal installments as nearly as practicable, on the fifteenth (15th) and the
last day of each month in arrears, or otherwise in conformity with the Company's
prevailing payroll practices and policies which are in effect from time to time.
At least once each year, at some date prior to each anniversary date of this
Agreement, the Chief
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Executive Officer shall (i) review the annual salary being paid to Executive
which is then in effect, (ii) determine whether any increase thereto may be
appropriate and (iii) recommend any such adjustment to the Compensation
Committee of the Board of Directors. The amount of annual salary being paid to
the Executive by the Company may be adjusted upward as hereinabove provided, and
such adjustment shall not require a written amendment to this Agreement, nor
shall such upward salary adjustment affect any other provisions of this
Agreement, which shall remain in effect unless changed by a written amendment
hereto; provided, further, that any reference in this Agreement to amounts
payable to Executive pursuant to this Section 6.01 shall refer to the annual
salary payable to Executive as then in effect, whether or not adjusted pursuant
to a written amendment to this Agreement. It is specifically agreed to that
Executive's salary shall not be decreased at any time during the term of this
Agreement. Compensation of the Executive by salary payments shall not be deemed
to be exclusive, and shall not prevent Executive from participating in other
bonus, compensation, incentive or benefit plans of the Company. The salary
payments hereunder shall not in any way limit or reduce any other obligation of
the Company under this Agreement.
6.02 Discretionary Bonus Payments: In addition to the amount of salary
payment set forth in Section 6.01 above and Executive's participation in Company
benefit plans as provided for in Section 7.01 below, the Executive may be paid a
bonus. Such bonus shall be in an amount as recommended by the Chief Executive
Officer and as approved by the Compensation Committee of the Board of Directors.
Any bonus due to the Executive under this Section 6.02 will be payable to the
Executive by the Company within thirty (30) days following the declaration
thereof by the Company's Board of Directors, unless the Company and the
Executive mutually agree otherwise.
Section 7. Additional Benefits
7.01 General: During the period of his employment, Executive shall be
entitled to receive all other benefits of employment generally available to the
Company's senior executive officers, and shall have the same rights and
privileges to participate in any employee benefits as any other employee of the
Company. Specifically, nothing contained in this Agreement is intended to or
shall be deemed to be granted to Executive in lieu of whatever rights and
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privileges which Executive may be entitled to receive as a regular employee and
as a senior executive officer of the Company. Such general employment benefits
include but are not limited to the Company's group medical, hospital, life and
disability insurance plans, the Company's pension, retirement, stock option and
salary incentive plans, the Company's long-term and short-term bonus and
incentive plans, as well as other forms of compensation arrangements which may
now be in effect or which may hereafter be adopted by the Company during the
period of Executive's employment. In addition, Executive shall be entitled to an
annual paid vacation and to such amount of paid sick leave in accordance with
the Company's policies on these matters for senior executives, so that
Executive's normal salary then in effect shall continue to be paid to him during
such vacation and sick leave periods.
7.02 Company Automobile: During the period of Executive's employment,
the Company shall furnish an automobile to Executive of a type to be mutually
agreed upon by Executive and the Company's Chief Executive Officer for
Executive's use in connection with the Company's business, the full price or the
monthly rental or other expense of which shall be paid for by the Company. The
Company shall provide insurance coverage with respect to said automobile, as
well as costs for its operation and maintenance. Executive agrees that he will
be responsible for any federal or state income taxes that may be incurred by
Executive to the extent applicable which result from Executive's use of such
automobile, as reflected on Executive's W- 2 Form from the Company.
7.03 Expense Reimbursement: The Company agrees that during the period
of employment described in this Agreement, Executive is authorized to incur
ordinary and necessary expenses in connection with the promotion, operation and
furtherance of the business affairs of the Company, including expenses incurred
for purposes of entertainment, professional memberships, dues and subscriptions,
travel, as well as educational/professional meetings as shall, in Executive's
judgment, be required for the effective and efficient performance of the
Executive's duties. In accordance with normal Company policy, Executive shall
also be permitted to use credit cards issued in the Company's name for such
business expenses and to take an advance monetary allowance prior to any such
expenditure. However, any business expenditures and expenses which are paid in
the first instance by the Executive shall be
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reimbursed to the Executive by the Company upon presentation by the Executive to
the Company, not less often than monthly, of an itemized account of such
expenditures, together with receipts and vouchers. At Executive's option, all
travel by Executive for Company purposes shall be of such class and all hotels
shall be of such quality in compliance with the Company's policy on this matter
for its senior executives.
7.04 Club Membership: Subject to approval by the Company's Chief
Executive Officer, during the period of Executive's employment, the Company
shall provide for Executive's membership in various clubs through the payment of
the monthly and annual dues as well as the initial membership fee required for
such membership. In addition, the Executive shall have the right to incur
monthly charges, and the Company will pay such monthly charges for entertainment
at the said clubs when such entertainment is for and on behalf of the Company.
7.05 Indemnification:
(a) Maximum Permitted Plus Insurance: The Company shall, to
the maximum extent permitted by law, indemnify and hold Executive harmless
against expenses, including reasonable attorneys' fees, judgments, fines,
settlements and other amounts actually incurred in connection with any
proceeding arising by reason of Executive's employment by the Company. The
Company shall advance to Executive any expenses incurred in defending such
proceeding, to the maximum extent permitted by law. In addition, the Company
shall make every reasonable effort to secure and maintain directors and officers
liability insurance on behalf of the Executive against any liability asserted
against or incurred by Executive arising out of his employment by the Company.
Such insurance shall not discharge the Company from its obligation to provide
the Executive with the maximum indemnification permitted by law.
(b) No Decrease and Continuing Effect: The Company agrees that
the rights, benefits and the protections now afforded to officers and directors
of the Company, whether through the Company's Certificate of Incorporation or
its Bylaws, or by resolutions of its Board of Directors, operation of law or by
any other source (i) shall not be diminished (but may be expanded) during the
Executive's term of employment under this Agreement; and (ii) shall be continued
to be kept in full force and effect after the Executive's employment has
terminated for
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such additional period of time as may be necessary until any cause of action for
which indemnification would otherwise be available is barred by the applicable
statute of limitations.
7.06 Estate Planning Reimbursement: Recognizing the importance to the
Company of Executive's peace of mind, so that Executive's major efforts will be
more directly focused toward those business affairs of the Company which require
his attention, the Company agrees that during the term of employment described
in this Agreement it will reimburse to the Executive the expense incurred by
Executive arising from or in connection with Executive's estate planning. For
purposes of such reimbursement, estate planning shall include, but not be
limited to, the establishment of inter vivos or testamentary trusts, the
preparation of a Last Will and Testament, or similar testamentary arrangements,
and any and all other documents required in connection with the above. The
amount to be reimbursed to Executive under this Section 7.06 for estate planning
expenses shall be subject to approval by the Chief Executive Officer of the
Company.
Section 8. Death or Disability
8.01 Payment: In the event of the death or disability (as hereinafter
defined) of Executive during the period of Executive's employment, the Company
will pay to the Executive, or to the Executive's estate, or to any other person
whom the Executive shall have designated by written notice to the Company for
that purpose, a sum equal to the amount of compensation or other payments
remaining due to Executive under Section 6 for a period of one (1) year under
this Agreement and due to Executive under Section 7 of this Agreement. Any
amounts payable hereunder shall be made in accordance with the Company's normal
payroll policies and procedures.
8.02 Definition of "Disability": The term "disability" in this
Agreement for purposes of this section shall mean the inability of the Executive
to perform the normal functions, duties and responsibilities as required for his
position under this Agreement due to his incapacity, whether such incapacity
arises from physical or mental illness or injury. In order to determine any
issue relating to the question of disability, the Company shall have the right
to require that Executive submit to a medical examination by a licensed
physician who shall be mutually agreed
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upon and selected by the Executive and the Company. The Company shall also have
the right to carry disability insurance on the Executive to provide for its
obligations under this Section 8.
Section 9. Termination
9.01 Termination for Cause:
(a) Definition of Cause: At any time during the period covered
by this Agreement the Company may terminate the Executive from his employment
under this Agreement for cause. The term "cause" in this Agreement for purposes
of termination shall include, but not be limited to: (i) the commission by
Executive of any act of fraud or material dishonesty with respect to the
financial or monetary aspects of the business, as determined by an independent
national accounting firm selected by mutual agreement of the Company and
Executive; or (ii) a final conviction of a felony involving moral turpitude in
either a state or federal court proceeding; or (iii) the intentional and willful
breach of the terms of this Agreement, including the failure of Executive to
diligently and faithfully perform his duties under this Agreement or as
instructed by the Board of Directors of the Company, after reasonable notice to
and discussion with Executive; or (iv) intentionally acting in a manner or
intentionally engaging in activities which place Executive in a direct or
indirect conflicting position with the interests of the Company and which could
have a material adverse effect on the Company, after reasonable notice to and
discussion with Executive.
(b) Payment When Terminated For Cause: In the event of
termination of Executive for cause, the Company will pay to the Executive the
accrued but unpaid salary compensation due to Executive under Section 6.01, the
unpaid reimbursement expenses due to Executive under Section 7.03 and the
accrued vacation days due to Executive under Section 7.01 of this Agreement to
the date of such termination. Such payment shall be made to Executive either in
a lump sum or in accordance with the Company's normal payroll policies and
procedures, as determined by the Company in its sole discretion.
9.02 Involuntary Termination (Without Cause):
(a) Payment: During the period of Executive's employment, the
Company shall have the right to terminate the Executive involuntarily and
without any cause or any reason by paying to the Executive one hundred fifty
percent (150%) of all amounts which would be due
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and payable to the Executive pursuant to the compensation provisions set forth
in Section 6.01 of this Agreement for the remainder of the term as set forth in
Section 2 of this Agreement. In addition to the salary provisions of Section
6.01, such payment shall include any amounts due to Executive under the
provisions of Section 7 hereof, such as amounts due for expense reimbursement or
for accrued vacation time. Any and all monetary amounts payable to the Executive
under this Section 9 shall be paid in the manner selected by the Executive, at
his sole discretion.
(b) Transfer of Automobile: In the event of termination under
this Section 9.02, the automobile then being used by Executive shall be
transferred to him (the title to which automobile shall be free and clear of all
liens) at no cost to Executive.
9.03 Piggyback Registration Rights:
(a) General: In the event that the Company exercises its right
of involuntary termination of Executive as set forth in Section 9.02 hereof, the
Executive shall have the following registration rights. Subject to Subsection
(b) below, if at any time and from time to time until Executive no longer owns
shares of the Company's Common Stock, the Company proposes to register any of
its securities under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the public offering of its securities solely for cash
on a form that would also permit the registration of the shares of the Company's
Common Stock owned by Executive, the Company shall, on the first occasion after
it exercises its right of involuntary termination of Executive, promptly give
Executive written notice of its determination to register its securities. Upon
the written request of Executive given within thirty (30) days after receipt by
Executive of such notice from the Company, the Company shall use its best
efforts to cause to be registered under the Securities Act as a part of the
Company's registration statement all of the Common Stock of Executive that
Executive has requested be registered by the Company. In addition, the Company
further agrees to do the following:
(i) Furnish to the Executive such copies of each preliminary and final
prospectus and other documents as may be necessary or reasonably requested by
Executive to facilitate the public offering of Executive's Common Stock;
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(ii) Use its best efforts to register or qualify Executive's
Common Stock covered by said registration statement under applicable securities
or "Blue Sky" laws of such jurisdictions as Executive may reasonably request;
(iii) Furnish to the Executive an appropriate opinion of
counsel for the Company and a "comfort" letter signed by the Company's
independent accountant who examined and reported on the Company's financial
statements included in the registration statement;
(iv) Permit Executive or his counsel to inspect and copy such
corporate records and documents as may be requested by them; (v) Furnish to
Executive or his counsel any and all correspondence relating to the public
offering, whether dealing with the Securities and Exchange Commission, state
securities commissions or the National Association of Securities Dealers;
(vi) Pay all costs and expenses of the said registration statement
described in this Section 9.03, whether printing, legal, accounting, state and
federal regulatory filing fees, as well as Executive's attorneys' fees, but not
any portion of the underwriter's commissions or discount attributable to
Executive's Common Stock being sold under said registration statement; and
(vii) Promptly notify the Executive in the event that any
prospectus included in the said registration statement described in this Section
9.03 includes a misstatement of a material fact or omits to state any material
fact required to be stated therein, or necessary in order to make the statements
therein not misleading in the light of the circumstances then existing.
(b) Restrictions on Registration: In connection with any
registration rights offered to Executive under this Section 9.03, the Company
shall not be required to include any of Executive's Common Stock in such
registration statement unless Executive accepts the terms of the underwriting as
agreed to by the Company and the underwriters who are selected by the Company to
distribute the Company's securities. Further, if the total amount of securities
to be included in such offering exceeds the amount of securities that the
underwriter reasonably
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believes to be compatible with the success of the Company's underwriting, the
Company shall only be required to include in the registration statement so many
of the shares of the Executive's Common Stock as the underwriters' reasonably
believe will not jeopardize the success of the Company's offering; provided,
however, that the shares owned by selling shareholders which are included in the
registration statement shall be a number apportioned pro rata among all selling
shareholders who have similar registration rights, with respect to the number of
shares requested by each to be included in such registration statement.
(c) Indemnification of Executive: In connection with the
registration rights granted to Executive under this Section 9.03, and to the
extent permitted by law, the Company will indemnify and hold Executive harmless
against any losses, claims, damages or liabilities, including attorneys' fees,
judgments, fines, settlements and other amounts actually incurred, to or for
which Executive may become subject under the Securities Act arising out of any
untrue or alleged untrue statements of material facts contained in the
registration statement or which arise from or are based upon the omission or
alleged omission to state therein any material fact required to be stated
therein, or necessary to make the statements therein not misleading, to the
extent that such untrue statements or alleged untrue statements or omission or
alleged omission made in such registration statement were made in reliance upon
and in conformity with written information furnished by the Company especially
for use in connection with such registration statement.
(d) Indemnification of the Company: In connection with the
registration rights granted to Executive under this Section 9.03, and to the
extent permitted by law, the Executive will indemnify and hold the Company
harmless against any losses, claims, damages or liabilities to which the Company
may become subject under the Securities Act arising out of any untrue or alleged
untrue statements of material facts contained in the registration statement or
which arise from or are based upon the omission or alleged omission to state
therein any material fact required to be stated therein, or necessary to make
the statements therein not misleading, to the extent that such untrue statements
or alleged untrue statements or omission or alleged omission made in such
registration statement were made in reliance upon and in conformity with written
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information furnished by the Executive to the Company especially for use in
connection with such registration statement.
Section 10. Covenant of Non-Competition
Executive agrees that for the period commencing from the date of his
employment under this Agreement and continuing for the full period of such
employment, he shall not directly or indirectly be involved in, or shall have an
interest in, any person, firm, corporation or business, whether as an employee,
officer, director, agent, shareholder or otherwise (except as a minority
shareholder of a publicly held corporation) that is engaged in any business in
which the Company is engaged or which places Executive in a position which may
constitute a conflict between the interests of the Executive and the interests
of the Company during the period of his employment under this Agreement;
provided, however, the prohibitions and restrictions set forth in this section
shall not apply to or in any way limit a relationship, involvement or interest
in any firm, corporation or business which in the ordinary course of its
business activities does not have more than ten percent (10%) of its annual
gross income derived from the business activities in which the Company is
engaged during the period of Executive's employment under this Agreement.
Section 11. Settlement of Disputes
(a) Any controversy or dispute between the parties to this Agreement
involving the construction, interpretation, application or performance of the
terms, covenants or conditions of this Agreement or in any way arising under
this Agreement shall, on demand of one of the parties by written notice hereto
served on the other in the manner prescribed in Section 16 hereof, be determined
pursuant to the general reference provisions of California Code of Civil
Procedure ("CCP") ss.638(1), et seq., by a retired or former judge of the
Superior Court for the County of Orange, State of California. The parties intend
this general reference provision to be specifically enforceable in accordance
with said ss.638(1).
(b) The reference may be commenced by any party hereto by the filing in
the Superior Court of the State of California for the County of Orange of a
petition or a motion for a general reference. The petition and any opposition or
response thereto shall recite in a clear and
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meaningful manner the factual basis of the controversy between the parties and
identify the issues to be submitted to the referee for decision.
(c) The petition or motion shall designate as a sole referee a retired
judge from the Orange County, California, Judicial Arbitration & Mediation
Services ("JAMS") panel acceptable to that party. If the parties to the
reference proceeding are unable to agree upon a referee, the Presiding Judge or
any judge of the Orange County Superior Court to whom the matter is assigned
shall appoint a retired or former Orange County Superior Court Judge from the
JAMS panel as the referee.
(d) The parties acknowledge that the terms of this Section 11 are
specifically enforceable and that the decision by the referee is tantamount to a
judgment by a trial court (CCP ss.644) and is subject to review in accordance
with CCP ss.645, and that any judgment rendered in the trial court is appealable
in the same manner as any other trial court judgment.
Section 12. Setoff
The Company agrees that its obligation to the Executive, whether to pay
the Executive the compensation as provided in Section 6 of this Agreement, to
provide Executive with the benefits set forth in Section 7 of this Agreement, or
otherwise, shall not be subject at any time to any setoff, reduction, mitigation
or diminishment as a result of any alleged claims which the Company believes it
has against Executive, or for any other reason whatsoever.
Section 13. Covenant of Good Faith
The parties to this Agreement covenant that they enter into this
Agreement and undertake the obligations of this Agreement in good faith. No
party will do anything to interfere with the rights of any other party to obtain
the advantages extended to that party by this Agreement. The parties agree that
a breach of this covenant shall create a liability against the party in breach
for consequential damages as though the breach were a tort, in addition to
liability for other contractual damages.
Section 14. Nonassignability
This Agreement is a personal service contract and the rights and duties
of the parties hereunder shall not be assignable, except in accordance with the
provisions of Section 15 of this
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Agreement. Any attempted assignment or transfer not permitted by the terms
of Section 15 shall be void and of no force and effect.
Section 15. Successors and Assigns
15.01 Of the Company: If the Company shall at any time be merged or
consolidated into or with any other corporation, or if substantially all of the
assets of the Company are transferred to another corporation or party, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the entity or successors resulting from such merger or consolidation or to which
such assets shall be transferred; and this provision shall apply in such events.
15.02 Of Executive: To the extent applicable, this Agreement shall be
binding on the devises, heirs, next of kin, executors and administrators of the
Executive.
Section 16. Notice
16.01 Method of Notice: All notices, demands or other communications
required or desired to be given hereunder by any party shall be in writing and
shall be validly given or made to the other parties if served personally on such
other parties or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice, demand or
other communication be served personally, service shall be deemed made at the
time of such personal service. If such notice, demand or other communication be
given by mail, such notice shall be conclusively deemed given forty-eight (48)
hours after the deposit thereof in the United States mail, addressed to the
party to whom such notice, demand or other communication is to be given as
hereinafter provided.
16.02 Addresses: Notice shall be given to the Company at the following
address:
US Facilities Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President and Chief Executive Officer
Notice shall be given to the Executive at the following address:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Any party hereto may change his address for purposes of receiving notices,
demands or other communications as herein provided by a written notice given in
the manner aforesaid to the other party hereto.
Section 17. Applicable Governing Law
The parties hereto specifically concur that this Agreement, having been
executed and delivered in the State of California with US Facilities
Corporation, whose principal offices are in the State of California, shall be
construed in accordance with the laws of the State of California; and the
validity, interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of California, including its laws and
decisions relating to conflict of laws.
Section 18. Severability/Captions
Every provision in this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid, for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder hereof.
The captions or headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provisions hereof.
Section 19. Amendments/Waivers
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing after
approval by the Company's Board of Directors and signed by Executive and an
officer of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
Section 20. Entire Agreement/Severance Agreement
20.01 Employment Agreement: Except as set forth in Section 20.02 below,
this Agreement expresses the entire agreement of the parties hereto, and
supersedes all prior promises, representations, understandings, arrangements and
agreements between these parties with respect to the subject matter herein,
specifically including any prior Employment Agreement between the Executive and
the Company, and any amendments and corrections to
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such prior Employment Agreement. The parties hereto further acknowledge and
agree that neither of them has made any representation to induce the execution
and delivery of this Agreement, except those as specifically set forth herein.
20.02 Severance Agreement: Notwithstanding anything set forth in
Subsection 20.01 above or in any Severance Agreement with Executive which would
appear to be to the contrary, if Executive and the Company have entered into a
Severance Agreement which is in effect at the time of Executive's termination,
then in that event the Company and Executive hereby agree that Executive shall
be entitled to receive upon Executive's termination either (i) the salary and
bonus termination payments as provided for in this Employment Agreement, or (ii)
the salary and bonus termination payments as provided for in any Severance
Agreement between Executive and the Company, whichever salary and bonus
termination payment is the greater; but under no conditions shall Executive be
entitled to receive upon termination the salary and bonus termination payments
under a Severance Agreement and the salary and bonus termination payments under
this Employment Agreement.
Section 21. Signatures
In Witness Whereof, the Company has authorized that this Agreement be
executed, and when the Company's duly authorized officers and the Executive have
signed this Agreement in the places indicated below, this Agreement shall be
effective as of November 1, 1996.
Company: US Facilities Corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
Executive:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President, Secretary
and General Counsel
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