EXHIBIT 10.15
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made
this 31st day of July, 2007 by and between TRIAD FINANCIAL
CORPORATION, a California corporation (the “Company”),
and CARL B. WEBB (“Consultant”).
WHEREAS , Consultant has
submitted his resignation from the Company as President and Chief
Executive Officer effective June 6, 2007: and
WHEREAS , Consultant will
continue to participate in the management of the Company by, among
other things, assuming a position as Co-Chairman of the Board of
Directors of the Company in a non-executive officer, non-employee
capacity; and
WHEREAS , the parties wish to
memorialize the relationship in the form of a consulting
arrangement and wish to reduce such arrangement to writing.
NOW, THEREFORE , in
consideration of the foregoing, and the mutual undertakings
contained in this Agreement, the parties agree as follows:
SECTION 1. TERM .
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(a) |
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The initial term of this Agreement (“Term”) shall
begin on the August 1, 2007 and shall end on July 31,
2010, unless earlier terminated under the provisions of
Section 13 of this Agreement. |
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(b) |
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This Agreement will be automatically renewed for additional
one-year
periods unless
either party provides the other with notice of its intent to
terminate the Agreement on or before the 60 th day prior to
the termination of the Agreement, as renewed and extended
hereby. |
SECTION 2. ENGAGEMENT . The
Company hereby retains Consultant to provide the services described
in Attachment A hereto. Consultant’s principal point of
contact will be with Daniel D. Leonard, the President and Chief
Executive Officer of the Company.
SECTION 3. PLACE OF
ENGAGEMENT . Consultant shall perform the services called for
under this Agreement at North Richland Hills, Texas, or at such
places and at such times as the Company may reasonably
require.
SECTION 4. CONSULTING
COMPENSATION . For and in consideration of the consulting
services to be performed by Consultant and the further covenants
and agreements made by him under this Agreement, the Company shall,
for the Term hereof, provided Consultant is not in default under
this Agreement:
(a) pay to Consultant from the
beginning date of the Term of this Agreement through July 31,
2010, basic monthly compensation of $20,833.33, to be paid monthly
in arrears, on the last day of each month, commencing on
August 31, 2007;
(b) pay to Consultant such other and
further compensation as the Compensation Committee of the Board of
Directors of the Company may from time to time determine; and
(c) reimburse Consultant for
reasonable and necessary expenses incurred in connection with his
consulting work.
SECTION 5. CONSULTANT’S
SERVICES; ACKNOWLEDGEMENT OF DUTY OF LOYALTY . Consultant
agrees to perform such reasonable services as may be requested from
time to time during the Term of this Agreement by the
Company’s President and Chief Executive Officer. Consultant
agrees to make himself available at all reasonable times to perform
such services during the Term of this Agreement. Consultant
acknowledges his duty of loyalty to the Company and covenants to
conduct himself in accordance with such duty during the Term of
this Agreement.
SECTION 6. OTHER EMPLOYMENT .
The parties acknowledge that Consultant will have other employment
during the Term of this Agreement.
SECTION 7. WITHHOLDING .
Consultant acknowledges that he will have sole responsibility for
the payment of all federal, state and local estimated, withholding
and employment taxes arising out of his relationship with the
Company and the performance of the services to be provided pursuant
hereto. Consultant acknowledges and agrees that the Company will
not withhold on his behalf any sums for income tax, unemployment
insurance, Social Security or any other withholding pursuant to any
law or requirement of any governmental body. Each and every one of
such payments and withholdings is the sole responsibility of
Consultant. Consultant agrees to indemnify and hold the Company
harmless from any and all loss or liability arising with respect to
the failure of Company to withhold or make such payments and
withholdings. In the event the United States Internal Revenue
Service (“IRS”) or any other governmental entity should
question or challenge the worker status of Consultant under
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