EXECUTIVE EMPLOYMENT
CONTRACT
THIS EXECUTIVE EMPLOYMENT CONTRACT (this
“AGREEMENT”) made as of June 17, 2009 by and
between PMC Commercial Trust, a Texas Real Estate Investment Trust
with its principal place of business in Dallas, Collin County,
Texas, hereinafter referred to as the “COMPANY,”
and
, hereinafter referred to as
“EXECUTIVE.”
In consideration of the promises herein
contained, the parties hereto mutually agree as
follows:
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1.
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Employment
:
The Company hereby
employs the Executive as its
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.
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2.
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Term : Subject to the terms and conditions
set forth in this Agreement, the term of this Agreement shall begin
on the date hereof and continue until June 30, 2012 (the
“Term”). Upon the expiration of the Term of this
Agreement, this Agreement shall be automatically renewed for
consecutive one-year periods unless either party provides a written
notice of non-renewal for any reason at least sixty (60) days
prior to the end of the Term or any additional one-year renewal
period (the “Renewal Period”) (the Term and any Renewal
Periods shall be referred to collectively herein as the
“Employment Period”); provided, however,
notwithstanding the foregoing, the Employment Period shall
terminate on the Executive’s seventieth (70
th
) birthday.
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3.
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Compensation
:
For all services
rendered by the Executive under this Agreement, the Executive shall
be paid an annual base salary at a minimum at the annual rate for
the Executive effective as of July 1, 2009 (the “Minimum
Rate”). The Minimum Rate may be increased by the Board at its
discretion. The annual base salary is payable pursuant to the
normal payroll practices of the Company.
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The Board may consider bonus
compensation for the Executive if the performance of the Company
and the Executive justifies such bonus compensation.
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4.
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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.
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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; and 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.
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5.
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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 additional gainful employment of
any kind or undertake any role or position, whether or not for
compensation, with any person or entity during the Employment
Period without advance written approval of the Board. 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.
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[1]
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6.
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Working Facilities
:
The Executive shall be
furnished with such facilities and services suitable to his
position and adequate for the performance of his duties.
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7.
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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.
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8.
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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.
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9.
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Vacations
:
The Executive shall be
entitled each year to a vacation in accordance with the vacation
contract addendum dated effective July 1, 1999.
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10.
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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.
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11.
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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.
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12.
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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.
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13.
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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.
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14.
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Additional
Compensation: Additional compensation is due as
follows:
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(a)
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If during the Employment
Period,
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(i)
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this Agreement is terminated by the
Company (other than pursuant to the provisions of Section 17
hereof) or
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(ii)
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this Agreement is terminated by the
Executive due to “Constructive Discharge,”
or
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(iii)
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a Control Change Severance Payment
is due,
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the Executive
shall receive termination pay in an amount equal to 2.99 times the
average of the last three years compensation (the
“Termination Pay”).
[2]
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(b)
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For purposes of this Agreement,
“Constructive Discharge” shall mean:
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(i) Any reduction in salary below the
Minimum Rate in effect on the date of this Agreement;
(ii) 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;
(iii) A required relocation of Executive of
more than 35 miles from Executive’s current job location; or
requires
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