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EXECUTIVE EMPLOYMENT CONTRACT

Employee Retention Agreement

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This Employee Retention Agreement involves

PMC COMMERCIAL TRUST /TX

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Title: EXECUTIVE EMPLOYMENT CONTRACT
Date: 8/11/2008
Industry: REOPER     Sector: SERVIC

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Filed by Bowne Pure Compliance

Exhibit 10.1

EXECUTIVE EMPLOYMENT CONTRACT

THIS AGREEMENT made as of June 16, 2008 by and between PMC Commercial Trust, a Texas Real Estate Investment Trust with its principal places of business in Dallas, Collin County, Texas, hereinafter referred to as the “COMPANY,” and Barry N. Berlin, hereinafter referred to as “EXECUTIVE.”

WITNESSETH THAT:

In consideration of the promises herein contained, the parties hereto mutually agree as follows:

1. Employment: The Company hereby employs the Executive as its Chief Financial Officer with such powers and duties as may be specified by the Board of Trust Managers (the “Board”). The Executive hereby accepts employment upon the terms and conditions as hereinafter set forth.

2. Term: Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin immediately and shall terminate on the earlier of (i) the Executive’s seventieth (70th) birthday or (ii) June 30, 2011 or such later date as determined by the Board (the “Term”). The Term of this Executive Employment Contract may be extended annually by the Board.

3. Compensation: For all services rendered by the Executive under this contract, the Executive shall be paid an annual salary at a minimum at the annual rate for the Executive effective as of July 1, 2008 (the “Minimum Rate”). The Minimum Rate may be increased by the Board at its discretion. The annual salary is payable pursuant to the normal payroll practices of the Company.

The Board may consider bonus compensation for the Executive if the performance of the Company and the Executive justifies such bonus compensation.

4. Authorized Expenses: The Executive is authorized to incur reasonable expenses for the promotion of the business of the Company. The Company will reimburse the Executive for all such reasonable expenses upon the presentation by the Executive, from time to time, of an itemized account of such expenditures.

The Executive shall be entitled to such additional and other fringe benefits as the Board shall from time to time authorize, including but not limited to: A) health insurance coverage for the Executive, his wife and dependent children; B) a monthly automotive allowance of $550, which the Executive is to use to obtain an automobile to be available for company needs. All operating expenses such as maintenance, insurance and fuel (excluding fuel for company travel) will be the responsibility and expense of the Executive.

 

 


 

5. Extent of Services: The Executive shall devote a substantial portion of business time, attention and energies to the business of the Company, and shall not, during the term of this Agreement, engage in any other business activities, whether or not such activities are pursued for gain, profit or other pecuniary advantage. This provision is not meant to prevent him from A) devoting reasonable time to civic or philanthropic activities or B) investing his assets in such form or manner providing that it does not require any substantial services on the part of the Executive that will interfere with the Executive’s employment pursuant to this Agreement. Executive’s employment is considered as full-time.

6. Working Facilities: The Executive shall be furnished with such facilities and services suitable to his position and adequate for the performance of his duties.

7. Duties: The Executive is employed in an executive and supervisory capacity and shall perform such duties consistent herewith as the Board of the Company shall from time to time specify. Subject to the provisions of Section 14 hereof, the precise services of the Executive may be extended or curtailed, from time to time, at the discretion of the Board of the Company.

8. Disclosure of Information: The Executive recognizes and acknowledges that the Company’s operating procedures or service techniques are valuable, special and unique assets of the Company’s business. The Executive will not, during or after the term of his employment, disclose the list of the Company’s customer base or service techniques to any person, firm, Company, association or other entity for any reason or purpose whatsoever. In the event of breach or threatened breach by the Executive of the provisions of this paragraph, the Company shall be entitled to an injunction restraining any such breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

9. Vacations: The Executive shall be entitled each year to a vacation in accordance with the vacation contract addendum dated effective July 1, 1999.

10. Disability: If the Executive is unable to perform his services by reason of illness or total incapacity, based on standards similar to those utilized by the U.S. Social Security Administration, he shall receive his full salary for one (1) year of said total incapacity through coordination of benefits with any existing disability insurance program provided by the Company (a reduction in salary by that amount paid by any Company provided insurance). Should said Executive be totally incapacitated beyond a one-year period, so that he is not able to devote full time to his employment with said Company, then this Agreement shall terminate.

 

 


 

11. Death During Employment: If the Executive dies during the term of employment and has not attained the age of seventy years, the Company and/or any third party insurance provided by the Company, through a coordination of benefits, shall pay the estate of the Executive a death benefit equal to two times the Executive’s annual salary. In the event the Executive receives death benefits payable under any group life insurance policy issued to the Company, the Company’s liability under this clause will be reduced by the amount of the death benefit paid under such policy. The Company shall pay any remaining death benefits to the estate of the Executive over the course of twelve (12) months in the same manner and under the same terms as the Executive would have been paid if he had still been working for the Company. No later than one (1) month from the date of death, the estate of the Executive will also be paid any accumulated vacation pay. Such payments pursuant to this paragraph shall constitute the full compensation of said Executive and he and his estate shall have no further claim for compensation by reason of his employment by the Company.

12. Assignment: The acts and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company.

13. Invalidity: If any paragraph or part of this Agreement is invalid, it shall not affect the remainder of this Agreement but the remainder shall be binding and effective against all parties.

14. Additional Compensation: If during the Term, this Agreement is terminated by the Company (other than pursuant to the provisions of Section 15 hereof) or by the Executive due to “Constructive Discharge” then the Executive shall receive termination pay in an amount equal to 2.99 times the average of the last three years compensation. For purposes of this Agreement, “Constructive Discharge” shall mean:

 

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Any reduction in salary below the Minimum Rate;

 

 

 

 

 

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A material change diminishing the Executive’s job function, authority, duties or responsibilities, or a similar change deteriorating Executive’s working conditions that would not be in accordance with the spirit of this Agreement;

 

 

 

 

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