EX-10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective the 3rd day of July, 1995 by
and between JACK BROZMAN ("Executive") and CENCOR, INC., a Delaware
corporation ("Employer").
RECITALS:
A. Employer has a wholly owned subsidiary, Century Accep-
tance Corporation ("Century") which previously operated a consumer
finance business.
B. Century is in the process of liquidating its assets and
contemplates dividending the net proceeds to Employer and Employer
contemplates, after the liquidation of Century, either the use of
the net proceeds to pay claims as part of a liquidation process or
the use of the net proceeds for other business purposes.
C. Executive desires to be employed by Employer, and
Employer desires to employ Executive under the terms set forth
herein.
AGREEMENT
In consideration of the mutual promises, covenants and
agreements contained herein and other good and valuable consider-
ation, the legal sufficiency of which is hereby acknowledged by
Executive and Employer, the parties hereto agree as follows:
1. Employment and Term of Employment. Employer hereby
employs Executive, and Executive hereby accepts employment with
Employer for the term commencing on July 3, 1995 and continuing
until June 30, 1998, unless sooner terminated as provided in
Section 5. After the initial term hereof, this Agreement shall
continue on a month-to-month basis until terminated under Section
5.
2. Duties and Authority. Executive's principal duties shall
be that of President and Chief Executive Officer of the business of
Employer. Executive's duties shall include overseeing the sale of
Century and the management of the remaining assets. Executive
agrees to use his best efforts to perform the duties assigned to
him from time to time by the Board of Directors of Employer.
Executive further agrees that he will not engage in any activities
during the term of this Agreement in conflict with the best
interests of Employer.
3. Compensation. During the term of this Agreement,
Employer shall pay to Executive the following compensation:
3.1 Salary. Executive shall be paid the annual salary set
forth below, less withholding, social security and unemployment
taxes, payable in accordance with the policies established by
Employer from time to time but in installments no less frequent
than every month:
Year Annual Salary
7/3/95-6/30/96 $225,000
7/1/96-6/30/97 $175,000
after 6/30/97 $125,000
3.2 Reimbursement of Expenses. Employer shall reimburse
Executive for ordinary, necessary and reasonable business expenses
incurred to conduct or promote Employer's business, including
travel and entertainment, provided Executive submits supporting
documentation, indicating (a) the amount of the expenditure,
(b) the time, place and nature of the expenditure, (c) the business
reason or the benefit derived or expected to be derived from the
expenditure, and (d) the name and other appropriate information
concerning any other person entertained or otherwise deriving a direct
benefit from such expenditure.
4. Nondisclosure. Executive acknowledges that as a result
of his employment by Employer, Executive has used and acquired and,
in the future, will use and acquire knowledge and information used
by Employer in its business and which is not generally available to
the public ("Confidential Information"), including, without
limitation, Employer's systems, procedures, manuals, confidential
reports, lists of customers, dealers and lenders with which
Employer has business relations, and services and methods used with
and preferred by its customers. As a material inducement to
Employer to enter into this Agreement, and to pay to Executive the
compensation set forth herein, Executive agrees that Executive
shall not, at any time, directly or indirectly, divulge or disclose
to any person, for any purpose, any Confidential Information,
except to those persons authorized by Employer to receive Confiden-
tial Information and then only if use by such person is for
Employer's benefit.
5. Termination. This Agreement shall terminate as follows:
5.1 Death. On the date of Executive's death.
5.2 Disability. At Employer's option, upon Executive's
disability effective on the date Executive receives notice from
Employer that Employer is exercising its option granted by this
Section to terminate this Agreement. "Disability" as used in this
Agreement shall mean Executive's inability, because of sickness or
other incapacity, whether physical or mental, to perform Executive-
's duties under this Agreement for a period in excess of One
Hundred Eighty (180) consecutive days.
5.3 Breach by Employee. Upon failure by Executive to comply
with the provisions of this Agreement, which shall include without
limitation Executive's breach of Section 2, gross negligence in the
performance of the duties assigned to Executive by Employer's Board
of Directors, the commission by Executive of any act of dishonesty
toward Employer, theft of corporate property, unethical business
conduct or conviction of any misdemeanor or felony involving
dishonesty, immoral or unethical conduct.
5.4 Resignation. On the date Executive resigns.
5.5 Notice. Thirty (30) days after receipt by Executive of
written notice of termination by the Employer.
5.6 Complete Liquidation. On the date that the Employer's
assets are fully liquidated.
6. Payments Upon Termination.
6.1 Termination Upon Death, Disability, Notice or Liquidation
Prior to a Substantial Distribution. Upon the termination of this
Agreement pursuant to Sections 5.1, 5.2, 5.5 or 5.6, and provided
Executive has not breached this Agreement or resigned and further
provided that the Company has not made a Substantial Distribution
(as hereinafter defined) prior to the termination, Employer shall
pay, or cause to be paid, to Executive or Executive's legal
representative:
(a) Severance pay of One Hundred Fifty Thousand Dollars
($150,000)(the "Severance Payment") to be paid within thirty (30)
days after such termination; and
(b) All ordinary, necessary and reasonable business expenses
incurred by Executive prior to termination of this Agreement to be
paid in the ordinary course of Company's business.
6.2 Termination Upon Death, Disability, Notice or Liquidation
After a Substantial Distribution. If Employer makes a Substantial
Distribution prior to termination of this Agreement for any reason,
Employer shall pay the following:
(a) Employer shall prepay one-half (1/2) of the Severance
Payment within thirty (30) days after Employer makes the Substan-
tial Distribution;
(b) Executive shall continue to receive the same monthly
salary between the date of the Substantial Distribution and
termination pursuant to Section 5; and
(c) Employer shall pay Executive the final one-half (1/2) of
the Severance Payment upon termination pursuant to Sections 5.1,
5.2, 5.5 or 5.6 within thirty (30) days after such termination,
provided that Executive has not prior thereto breached this
Agreement or resigned.
"Substantial Distribution" shall mean a distribution to Employer's
creditors and shareholders of substantially all of the Employer's
assets, except for unliquidated claims against third parties, the
receivable from Concorde Career Colleges, Inc., and any funds held
in escrow or reserve for potential claims of third parties against
Employer.
6.3 Termination for Breach or Resignation by Executive.
Upon termination of this Agreement pursuant to Section 5.3 or 5.4,
Employer shall not be obligated to pay Executive any sums.
7. Conflict of Interest. During the term of this Agreement,
Executive shall not, directly or indirectly, have any interest
(including, without limitation, an interest as a partner, officer,
director, stockholder, advisor or employee) in any business which
does business with Employer without the express written consent of
Employer's Board of Directors, except for his interests as a
stockholder, director and chief executive officer of Concorde
Career Colleges, Inc. ("Concorde"). Executive will not partici-
pate on behalf of Employer in any vote as a shareholder or director
involving transactions or matters between Employer and Concorde,
nor take any action without approval of the majority of the
independent directors which would compromise the debt owed by
Concorde to Employer, modify the terms of repayment or waive any
right of Employer against Concorde. An ownership interest of less
than five percent (5%) in a business whose stock is publicly held
or regularly traded shall not be a violation of this Section 7.
8. General Provisions.
8.1 Location of Employment. Executive's principal office
shall be located at 1100 Main Street, Kansas City, Missouri or such
other location as may be designated by the Employer's Board of
Directors.
8.2 Assignment. Neither party may assign any of the rights
or obligations under this Agreement without the written consent of
the other party, which consents shall not be unreasonably withheld.
8.3 Binding Effect. The Agreement shall be binding upon and
inure to the benefit of the parties' heirs, personal representa-
tives, successors and assigns, to the extent allowed.
8.4 Severability. The provisions of this Agreement are
severable. The invalidity or unenforceability of any one or more
of the provisions hereof shall not affect the enforceability of any
other part of this Agreement.
8.5 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties with respect to
Executive's employment by Employer.
8.6 Waiver. To be valid, a waiver must be in writing.
Waiver of any provision of this Agreement or any breach thereof by
either party shall not be construed to be a waiver of any other
provision or any subsequent breach of this Agreement.
8.7 Notices. Any notice or other communication required or
permitted herein shall be sufficiently given if delivered or sent
by certified mail, return receipt requested, postage prepaid,
addressed to:
Employer: CenCor, Inc.
c/o Marvin Riesenbach
The Executive Mews, Suite H-42
1930 East Marlton Pike
Cherry Hill, New Jersey 08003
Executive: Jack Brozman
8607 Cedar Drive
Shawnee Mission, Kansas 66207
or such other address as shall be furnished in writing by any such
party. Any notice sent by the above-described method shall be
deemed to have been received on the date personally delivered or so
mailed. Notices sent by any other method shall be deemed to have
been received when actually received by the addressee or its or his
authorized agent.
8.8 Applicable Law. This Agreement shall be construed in
accordance with the laws of the State of Missouri. The parties
agree to submit irrevocably to the jurisdiction of either the
Circuit Court for Jackson County, Missouri or the United States
District Court for the Western District of Missouri.
8.9 Attorneys' Fees. In the event of any litigation between
the parties arising out of or relating to this Agreement, the
prevailing party may recover a court award of attorneys' fees and
litigation costs from the losing party for all trial and appellate
proceedings, as well as for all post-judgment collection proceed-
ings.
IN WITNESS WHEREOF, the parties have executed this agreement
on the 17th day of July, 1995.
EXECUTIVE:
/s/ Jack Brozman
JACK BROZMAN
EMPLOYER:
CENCOR, INC.
By: /s/ Patrick Healy
Patrick Healy
Title: CFO