EXHIBIT
10.2
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 Stacy M. Friederichsen (“Ms. Friederichsen”). 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
Ms. Friederichsen’s employment with, and separation from, the
Company.
Separation of Employment.
The cessation of Ms.
Friederichsen’s employment with the Company was effective
July 25, 2008. Ms. Friederichsen has received all salary and
benefits up to and including July 28, 2008. Ms. Friederichsen has
also received payment for all accrued and unused vacation as of
July 28, 2008, less applicable state and federal taxes and
withholdings. Ms. Friederichsen confirms that she has previously
submitted any and all outstanding business-related expenses for
reimbursement and will receive payment from the Company for such
expenses by close of business on July 30, 2008. In addition, within
30 days of July 25, 2008, Ms. Friederichsen has the right to
exercise Twenty Thousand One Hundred (20,100) options that have
vested of Company common stock. Ms. Friederichsen 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, Ms.
Friederichsen 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, Ms. Friederichsen understands that any purchase
or sale of Company common stock made by her for six months prior to
July 25, 2008 could potentially be matched to a purchase or sale of
Company common stock made by her for six months after July 25, 2008
pursuant to Section 16 of the Securities Exchange Act of 1934. Ms.
Friederichsen shall also be responsible for complying with any
reporting obligations under Section 16 of the Securities Exchange
Act of 1934.
Termination from Positions
. Effective as of July 25, 2008, Ms.
Friederichsen has been terminated from her positions as an officer,
trustee and any other position currently held at the Company and
any subsidiary of the Company without cause.
1.
Severance Payment, Target
Bonus and COBRA Payments. After execution of this Agreement, and after the
return of all Company property as described in Paragraph 2 below,
the Company agrees to pay Ms. Friederichsen: (1) severance pay in
an amount equivalent to twelve (12) months of her current base
salary or Three Hundred Thirty Five Thousand Dollars ($335,000),
less applicable state and federal taxes and withholdings; and (2)
the Target Bonus in the amount of Thirty-Three Thousand Five
Hundred Dollars ($33,500), less applicable state and federal taxes
and withholdings. The severance pay and Target Bonus amounts shall
be wired to Ms. Friederichsen’s personal account. The Company
further agrees to pay to the COBRA Administrator six (6) months of
Ms. Friederichsen’s COBRA premium payments for her and her
spouse in the total amount of Six Thousand, Five Hundred Sixty-Five
and 80/100 ($6,565.80). Thereafter Ms. Friederichsen shall be
solely responsible for her COBRA payments should she choose to
continue such benefits coverage. The Company shall not be providing
Ms. Friederichsen any separate or additional notice with respect to
this COBRA payment obligation.
2.
Return of
Property. Except as
otherwise discussed herein, Ms. Friederichsen agrees immediately to
return to the Company all property of the Company which she has in
her 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. The
Company agrees to allow Ms. Friederichsen to keep the Dell PC
purchased by the Company for Ms. Friederichsen that she has
maintained at her residence. Ms. Friederichsen represents that
there is no Company-related information and software on that
computer.
3.
Release of Known and Unknown
Claims. In
consideration of the payments outlined above and the further
agreements set forth below, and excepting only the obligations
created in this letter Agreement, Ms. Friederichsen 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 Ms. Friederichsen’s
employment with or separation from the Company on or before the
date of the execution of this Agreement. Ms. Friederichsen 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 a
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