EXECUTIVE EMPLOYMENT CONTRACTEmployee Retention Agreement |
|
|
|
You are currently viewing: This Employee Retention Agreement involves
PMC COMMERCIAL TRUST /TX. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employee Retention Agreement by:
Exhibit 10.2
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 Jan
F. Salit, 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 Executive Vice President and Chief Investment 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 Executives
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 Executives employment pursuant to this Agreement.
Executives 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 Companys operating procedures or service
techniques are valuable, special and unique assets of the Companys business.
The Executive will not, during or after the term of his employment, disclose
the list of the Companys 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 Executives annual salary. In
the event the Executive receives death benefits payable under any group life
insurance policy issued to the Company, the Companys 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:
|
|
|
|
Any reduction in salary below the Minimum Rate; |
|
|
|
|
|
|
|
|
|
A material change diminishing the Executives job function,
authority, duties or responsibilities, or a similar change deteriorating
Executives working conditions that would not be in accordance with the
spirit of this Agreement; |
|
|
|
|
|
|
|
|
|






