EXHIBIT
10.1
SEVERANCE PACKAGE AND
RELEASE AGREEMENT
This Severance Package and Release Agreement
(“Agreement”) is made and entered into between United
PanAm Financial Corporation, United Auto Credit Corporation, and
their officers, directors, shareholders, employees,
representatives, attorneys, agents, affiliates and subsidiaries
(hereinafter collectively referred to as “the Company”)
and Ray Thousand (“Mr. Thousand”). The purpose of this
Agreement is to settle and compromise any and all disputes and
controversies of any nature existing between the parties,
including, but not limited to, any claims arising out of Mr.
Thousand’s employment with, and separation from, the
Company.
Separation of Employment.
The cessation of Mr.
Thousand’s employment with the Company was effective July 25,
2008. Mr. Thousand has received all salary and benefits up to
and including that date. Mr. Thousand has also received payment for
all accrued and unused vacation as of July 25, 2008, less
applicable state and federal taxes and withholdings. Mr. Thousand
confirms that he has previously submitted any and all outstanding
business related expenses for reimbursement and has received
payment from the Company for such expenses. In addition, within 30
days of July 25, 2008, Mr. Thousand has the right to exercise One
Million One-Hundred Seventy Thousand (1,170,000) options that have
vested of Company common stock. Mr. Thousand has zero (0) shares of
restricted Company common stock that have vested as of July 25,
2008. In selling any shares of Company common stock, Mr. Thousand
shall be responsible for complying with Rule 144 of the Securities
Act of 1933 for a period of 90 days from July 25, 2008. In
addition, Mr. Thousand understands that any purchase or sale of
Company common stock made by him for six months prior to July 25,
2008 could potentially be matched to a purchase or sale of Company
common stock made by him for six months after July 25, 2008
pursuant to Section 16 of the Securities Exchange Act of 1934. Mr.
Thousand shall also be responsible for complying with any reporting
obligations under Section 16 of the Securities Exchange Act of
1934.
Termination of Positions
. Effective as of July 25, 2008, Mr.
Thousand has been terminated as an officer, trustee and any other
position currently held at the Company and any subsidiary of the
Company.
Resignation as Director.
Effective as of July 25, 2008, Mr.
Thousand hereby resigns as a director of the Company and any
subsidiary of the Company. This resignation is not a result from
any disagreement with the Company concerning any matter relating to
the Company’s operations, policies or practices.
1.
Severance Payment, Target
and Discretionary Bonuses, and COBRA Payments.
After execution of this Agreement
and the expiration of the revocation period provided in Paragraph
13 below, provided that this Agreement has not been revoked by Mr.
Thousand, and after the return of all Company property as described
in Paragraph 2 below, the Company agrees to pay Mr. Thousand: (1)
severance pay in an amount equivalent to twelve (12) months of his
current base salary or Six Hundred Fifty Six Thousand and Two
Hundred Fifty Dollars ($656,250), less applicable state and federal
taxes and withholdings and (2) a prorated Target Bonus through the
date of termination, in the amount of One Hundred Forty-Eight
Thousand, Four Hundred and Sixty-Three Dollars ($148,463), less
applicable state and federal taxes and withholdings, and (3) a
prorated Discretionary Bonus, through the date of termination, in
the amount of Seventy-Four Thousand, Two Hundred and Thirty-Two
Dollars ($74,232). The severance pay, pro-rated Target Bonus and
pro-rated Discretionary Bonus shall be wired to Mr.
Thousand’s personal account. The Company further agrees to
pay to the Company’s COBRA Administrator six (6) months of
Mr. Thousand’s COBRA premium payments in the total amount of
Three Thousand, One Hundred Forty-Nine and 58/100 Dollars
($3,149.48). Thereafter, Mr. Thousand shall be solely responsible
for his COBRA payments should he choose to continue such benefits
coverage. The Company shall not be providing Mr. Thousand any
separate or additional notice with respect to this COBRA payment
obligation.
2.
Return of
Property. Mr.
Thousand agrees immediately to return to the Company all property
of the Company which he has in his custody or control such as keys,
key cards, passwords, office equipment, forms, manuals, customer
files, personnel files, or other confidential or proprietary
materials of the Company.
3.
Release of Known and Unknown
Claims. In
consideration of the payment outlined above and the further
agreements set forth below, and excepting only the obligations
created in this letter Agreement, Mr. Thousand hereby agrees
unconditionally to release and discharge United Pan Am Financial
Corporation, United Auto Credit Corporation, their respective
current and former officers, directors, shareholders, employees,
representatives, attorneys and agents, as well as their
predecessors, parents, subsidiaries, affiliates, divisions, and
successors in interest, of and from any and all claims, demands,
liabilities, suits or damages of any type or kind, whether known or
unknown, including, but not limited to, any claims or demands
arising from or in any way related to Mr. Thousand’s
employment with or separation from the Company on or before the
date of the execution of this Agreement. Mr. Thousand also hereby
releases the Company from any claims made to recover additional
taxes paid under Internal Revenue Code Section 409A.
This release specifically includes, without
limitation, all claims for wrongful discharge, breach of express or
implied contract, defamation, fraud, misrepresentation,
discrimination, harassment, breach of implied covenant of good
faith and fair dealing, compensatory and/or other relief relating
or in any way connected with the terms, conditions, and benefits of
employment, discrimination based on race, color, sex, religion,
national origin, age, marital status, handicap and medical
condition, and/or all claims arising under Title&nbs
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