EXHIBIT 10.12
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
MORTGAGE ASSISTANCE CENTER CORPORATION
AND
RON JOHNSON
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the _________ day of February 2007 by and between Mortgage Assistance Center
Corporation, a Florida corporation, (the "Corporation") and Ron Johnson, a
resident of Texas (hereinafter referred to as "Executive").
WHEREAS, the parties, for and in consideration of the mutual and reciprocal
covenants and agreements hereinafter contained, and intending to be legally
bound hereby, do contract and agree as follows:
1. Purpose and Employment. The Corporation's primary business (the
"Corporation's Business") is (a) to acquire from banks and other financial
institutions relatively large "pools" or groups, consisting of at least ten (10)
or more multiple non-performing mortgages in any one particular "pool" or group,
together with the underlying distressed real properties primarily composed of
single family residences throughout the United States; (b) to generally purchase
such "pools" or groups of multiple non-performing mortgages through special
purpose entities formed with financial partners through a competitive bidding
process or through direct negotiations with the selling bank or financial
institution; and (c) to categorize and separate the newly-acquired real estate
mortgages and real properties into various sub-groups for management,
rehabilitation and resale, usually over a period of eighteen to twenty-four
months. The purpose of this Agreement is to define the employment relationship
between the Corporation and Executive. The Corporation agrees to employ
Executive as the Corporation's President and Chief Executive Officer, and
Executive hereby accepts such employment by the Corporation, all upon the terms
and conditions hereinafter set forth.
2. Executive's Duties and Responsibilities.
(a) Duties. Executive shall serve the Corporation as its President and
Chief Executive Officer. At all times, Executive shall report to the
Corporation's Board of Directors, shall perform such duties, consistent with the
Executive's employment as the President and Chief Executive Officer of the
Corporation, shall hold such other titles with respect to the Corporation, or
any of its divisions, subsidiaries, or affiliates, as the Corporation's Board of
Directors may from time to time determine, and shall comply with all applicable
provisions of the Corporation's certificate of incorporation, and any amendments
thereto. Executive shall have authority to formulate policies for and oversee
all aspects of the Corporation and its divisions, subsidiaries, and affiliates.
As to employees under his jurisdiction, including those working directly under
his supervision, Executive shall use his best commercially reasonable efforts
(i) to employ and retain only employees who are capable and willing to perform
according to applicable legal requirements and applicable policies of the
Corporation, and also (ii) to assure that such personnel are properly trained
and supervised. Executive may hire and terminate the employment of any other
employee of the Corporation, or of any of its divisions, subsidiaries or
affiliates, who is under his jurisdiction.
(b) Responsibilities. Executive agrees that during the term of his
employment by the Corporation he will devote all business time necessary, proper
and appropriate to fulfill and discharge his duties and responsibilities to the
best of his abilities and to exert his best commercially reasonable efforts and
abilities to the performance of his duties and responsibilities for the
Corporation. Executive agrees to act with the Corporation's best interest in
mind at all times. Executive will conduct himself at the highest professional
standards of ethics and integrity. Executive agrees to use his best commercially
reasonable efforts and skills to preserve the business of the Corporation and
the goodwill of its employees and persons having business relations with the
Corporation. Executive will comply with all of the Corporation's policies and
procedures as applicable to Executive.
(c) Permitted Activities. Notwithstanding the foregoing, it shall not
be a violation of Section 2(b) for the Executive to (i) serve on corporate,
civic, or charitable boards or committees, (ii) deliver lectures, fulfill
speaking engagements, or teach at educational institutions during times other
than normal business hours during the business week, or (iii) manage his
personal finances and investments, so long as none of such activities
(singularly or collectively) significantly interfere with the performance of the
Executive's responsibilities as an employee of the Corporation in accordance
with this Agreement.
3. Term. The term of this Agreement shall be for a period of two (2) years
commencing and effective as of the date of full execution of this Agreement as
set forth herein, (the "Term") unless terminated earlier by in accordance with
Section 8 of this Agreement. Upon completion of the original Term, the Agreement
shall automatically be renewed for a period of one (1) year as of each
succeeding anniversary date; provided, however, that the Corporation or the
Executive may terminate the Agreement effective as of any such renewal date by
providing ninety (90) days advance written notice to the other party prior to
such renewal. The parties agree that the obligations created in Sections 6, 7,
10 and 11 of this Agreement will survive the termination of Executive's
employment with the Corporation.
4. No Limitations. Executive warrants and represents that he is under no
contractual, judicial or other restraint that impairs his right or legal ability
to enter into this Agreement and to carry out his duties and responsibilities
for the Corporation.
5. Compensation and Benefits. For all the services to be rendered by
Executive hereunder, the Corporation shall provide Executive with the following
compensation and benefits:
(a) Base Salary. During the Term of this Agreement, the Corporation
will pay Executive an annual base salary of two hundred thousand dollars
($200,000), payable in monthly installments and in coordination with the normal
payroll cycle of the Corporation. Commencing as of January 1, 2008, Executive's
Base Salary shall be reviewed no less frequently than annually by the
Corporation and may be adjusted upward (but not downward) by the Corporation.
Upon such annual review during the Term, Executive's Base Salary shall be
increased to the greatest of (i) an amount equal to Base Salary for the prior
year plus 5%, (ii) a factor measured by the increase, if any, in the Consumer
Price Index for Wage Earners and Clerical Workers (CPI-W), as published by the
Bureau of Labor Statistics, for the prior calendar year (the "CPI Adjustment")
or (iii) such greater amount as may be agreed by Executive and the Company.
(b) Incentive Compensation. In the event that the Corporation's
financial performance meets or exceeds the annual financial budget projection
for any fiscal year as approved by the Board of Directors while this Agreement
is in effect, Executive shall receive a cash bonus equal to fifty percent (50%)
of the Executive's base salary. Executive may be entitled to other bonuses and
incentive compensation as may be determined by the Corporation's Board of
Directors in its sole discretion. Each such other bonus or incentive
compensation may be paid in cash or shares of common stock as the Corporation's
Board of Directors shall determine. Such other incentive compensation may also
include options to purchase shares of the Corporation's common stock pursuant to
a plan established by the Corporation's Board of Directors.
(c) Vacation and Holidays. Executive shall be entitled to two (2)
weeks' vacation with pay (or such greater length of time as may be approved from
time to time by the Corporation's Board of Directors) during the first fiscal
year of the Agreement, and shall be entitled to three (3) weeks vacation with
pay during each subsequent fiscal year thereafter, with such vacations to be
taken by Executive at such times as shall be consistent with the business
requirements of the Corporation. In addition, Executive shall also be entitled
to such holidays as are customarily observed by the Corporation for its
employees. Unused holidays and days of vacation may not be carried over from one
fiscal year to another, and additional income will not be given for vacation
time or holidays not taken. Notwithstanding anything contained to the contrary
herein, if Executive is terminated without "good cause" as defined herein,
Executive shall receive the base salary for any unused vacation time for the
fiscal year in which such termination without "good cause" occurs.
(d) Other Benefits. The Corporation shall pay Executive, whether
directly or by reimbursement, for that certain health and medical, dental and
vision coverage currently in force as of this date and being made available to
Executive pursuant to COBRA. In addition to other benefits conferred under this
Agreement, Executive shall have the right to participate in (on the same terms
and conditions as available to other senior executives of the Corporation) all
pension plans, retirement plans, deferred compensation plans, executive
compensation plans, major medical, group health, disability, accidental death
and group term life insurance plans, "fringe" benefit plans (including
permissible sick days or leave days), and other employee benefit plans that the
Corporation shall, from time to time, generally confer upon other senior
executives of the Corporation.
(e) Expenses. Executive is expected from time to time, to incur
reasonable expenses as he reasonably deems to be for the Corporation's benefit
and for promoting the business of the Corporation, including expenses for
entertainment, travel, and similar items. Executive shall be reimbursed for all
such reasonable expenses (in accordance with the policies and procedures
regarding employee business-related expense from time to time established by the
Corporation for its senior executive officers) upon his presenting to the
Corporation a detailed itemized expense voucher therefore in accordance with
applicable corporate policies. Executive may also draw funds from the
Corporation, but only to the extent necessary and appropriate, for reasonable
expenses to be incurred on behalf of the Corporation and then only in accordance
with applicable corporate policies. Detailed records of the expenditure of such
funds shall be tendered by Executive for expenses incurred on behalf of the
Corporation in accordance with applicable corporate policies, and if any portion
of such funds are unexpended or unaccountable, then Executive shall promptly
return such unexpended or unaccountable sums to the Corporation.
(f) Stock Grants and Options.
(1) Restricted Stock Grant. During the Term of this Agreement,
Executive may receive a grant of shares of the Corporation's Common Stock as
determined by the Board of Directors in its sole discretion. Except as otherwise
provided in this Agreement, in the event the Agreement is terminated for "Good
Cause" (as defined in Section 8(d)), the shares granted to the Executive under
this provision shall be forfeited; provided however, that in the event the
Executive is terminated by the Corporation without Good Cause, the granted
shares shall not be forfeited.
(2) Incentive Stock Options. Upon execution of this Agreement,
Executive shall be granted incentive stock options for a total of one million
(1,000,000) shares of the Corporation's common stock under the Corporation's
stock option plan (the "Incentive Stock Options"). This grant is effective as of
the date of the Agreement (or the date of grant under the plan, if later). One
third of such Incentive Stock Options shall become exercisable upon the full
execution of this Agreement and the remaining two thirds of such Incentive Stock
Options shall become exercisable with one half of the two thirds being
exercisable on each of the subsequent two successive anniversary dates of the
Agreement, provided that the Executive is employed by the Corporation on each
such anniversary date.
(3) Non-Vested Shares. If the Executive's employment with the
Corporation is terminated prior to the date on which his right to any shares
granted to him pursuant to this Agreement become fully vested and
non-forfeitable, the Executive's rights to any shares granted under this
Agreement shall automatically become fully vested upon termination of
employment. Notwithstanding the foregoing, if the Executive's employment with
the Corporation is terminated by the Executive upon notice to the Corporation
pursuant to Section 8(c) of this Agreement, or by the Corporation for "good
cause" pursuant to Section 8(d) of this Agreement, the non-vested shares shall
be forfeited on the date of his termination.
(4) Change-in-Control. Notwithstanding (3) above, upon the
occurrence of a Change-in-Control of the Corporation, the shares granted to the
Executive under this Agreement shall become fully vested and non-forfeitable.
For purposes of this Agreement, "Change-in-Control" shall mean (i) the sale of
substantially all of the assets of the Corporation to another person or entity
(other than an subsidiary or other affiliate of the Corporation), (ii) the
acquisition of actual or beneficial ownership of more than fifty percent of the
total combined voting power of all classes of Corporation stock entitled to vote
by a person or group of persons acting in concert (other than a subsidiary or
other affiliate of the Corporation) who did not own more than fifty percent of
such on the date of this Agreement, or (iii) the merger of the Corporation into
another entity (other than a subsidiary or other affiliate of the Corporation),
where the Corporation's shareholders (determined as of the date of the merger)
own (directly or indirectly) less than fifty percent of the share of the
surviving entity.
(5) Transfer of Shares. Until any shares awarded under this
Agreement become fully vested and non-forfeitable, such shares shall be held by
the Corporation in escrow. Upon becoming vested, a Share certificate for the
newly vested shares shall be delivered to the Executive as soon as
administratively feasible after the date of vesting. The Executive shall have
all the rights of a shareholder with respect to the shares held in escrow,
including the right to vote the shares and to receive all dividends and other
distributions paid with respect to the shares. Any shares held in escrow under
this Agreement shall be held, and a certificate shall be issued, in the name of
the Executive. The Executive hereby grants to the Corporation an irrevocable
power of attorney to sign any and all documents and to take such other actions
as may be necessary to transfer ownership to the Corporation of any forfeited
shares.
(6) Unvested Shares Not Subject to Creditors, Except Corporation.
Any shares held in escrow by the Corporation for the Executive under this
Agreement are not subject to the claims of the Executive's creditors and may not
be voluntarily or involuntarily transferred, assigned, alienated, accelerated or
encumbered. Notwithstanding the preceding sentence, any shares deliverable to
the Executive under this Agreement may, as determined by the Corporation's Board
of Directors in their discretion, be offset by any liability of the Executive
owing to the Corporation.
(7) Section 83(b) Election. The Executive may make a Section 83(b)
election to treat the restricted stock granted to him under Section 4(b) as
taxable income at the time of transfer under this Agreement.
6. Training and Confidential Information. The Corporation will provide
Executive with such specialized training as the Board of Directors, in its sole
discretion, deems necessary or beneficial to the performance of the Executive's
responsibilities and duties. The Corporation will also provide confidential and
proprietary information to Executive regarding its clients, vendors, employees,
sales, purchasing, pricing, services, computer programs, operations, marketing
plans and financial performance, which has not been previously provided to the
Executive. Executive understands and agrees that after the term of Executive's
employment with the Corporation, Executive will not, directly or indirectly,
knowingly use or disclose any Confidential Information for any reason other than
for the advancement of the Corporation's Business. "Confidential Information"
shall mean any information relating to the Corporation's Business (or to any of
its parents, subsidiaries or affiliates) (whether proprietary or otherwise) not
generally known to the real estate mortgage industry or known by Executive
otherwise than as a consequence of or through his employment with the
Corporation and treated by the Corporation as being confidential, including, but
not limited to, research, marketing, customer lists, databases, financing
sources, methods, techniques and systems, all of which shall be deemed by the
Corporation and Executive as being Confidential Information.
7. Restrictive Covenants. In consideration for the commitments made by the
Corporation to the Executive in this Agreement regarding the Corporation's
employment of Executive, the Corporation disclosing its confidential and
proprietary information to him and the Corporation providing training to him,
Executive agrees to the restrictions set out in this Section. Executive
recognizes and agrees that these restrictions are necessary to protect the
Corporation's customer base, good will, confidential information and other
business interests.
(a) Non-Competition. Executive agrees that during his employment with
the Corporation, and for a one-year period following the termination of this
Agreement, Executive will not, without the prior written consent of the
Corporation, directly or indirectly, either on his own behalf or on behalf of
any person, partnership, limited liability company, corporation, association, or
otherwise, invest in (other than investments in publicly-owned companies, but
excluding the Corporation, which constitute not more than 1% of the voting
securities of), or perform any of the services which he performed for the
Corporation on behalf of any person or entity which is engaged in the
Corporation's Business (as defined in Section 1 of this Agreement) in any
geographical area in which Executive performed services for the Corporation.
(b) Non-Solicitation. Executive agrees that for a one-year period
following the termination of his employment with the Corporation, he will not,
directly or indirectly, in any manner solicit or contact any of the
Corporation's customers or clients that he had personal contact with during his
employment by the Corporation for the purpose of inducing or persuading them to
change in any negative way their business relationship with the Corporation.
(c) Non-Hire. Executive agrees that during his employment with the
Corporation and for a one-year period following the termination of his
employment with the Corporation, he will not directly or indirectly, on his own
behalf or on behalf of any other person or business entity, (1) hire any person
employed by the Corporation during the 60 days prior to his termination, (2)
attempt to influence any person employed by the Corporation at the time of his
termination to leave his or her employment or (3) use or disclose to any person
or business entity any Confidential Information regarding any of the
Corporation's employees.
(d) Non-Access. Executive agrees that following the termination of
employment with the Corporation, Executive will not access the Corporation's
computer systems, download files or any information from the Corporation's
computer systems or in any way interfere, disrupt, modify or change any computer
program used by the Corporation or any data stored on the Corporation's computer
systems.
(e) Consent to Court-Ordered Remedy. Executive acknowledges that
Executive's breach of any covenant set forth in this Section 7 will result in
irreparable injury to the Corporation and that the Corporation's remedies at law
for such a breach are inadequate and extremely difficult to calculate or
determine. Accordingly, Executive agrees and consents that upon such a breach or
threatened breach by Executive of any covenant set forth herein, the Corporation
may be entitled to such remedies in law or equity as may be determined by the
court for such a breach or threatened breach.
(f) Remedies Cumulative and Concurrent. The rights and remedies of the
Corporation, as provided in this Section 7, shall be cumulative and concurrent
and may be pursued separately, successively or together against Executive at the
sole discretion of the Corporation, and may be exercised as often as occasion
therefor shall arise. The failure to exercise any right or remedy shall in no
event be construed as a waiver or release thereof.
8. Termination of Agreement.
(a) Death of the Executive. This Agreement shall automatically
terminate upon the death of Executive.
(b) Disability of the Executive. The Corporation may immediately
terminate this Agreement upon the delivery of a Notice of Termination (as
defined in Section 8(e) of this Agreement) to the Executive setting forth the
facts that indicate that a determination has been made that the Executive has a
Disability. For purposes of this Agreement, the Executive will be deemed to have
a "Disability" under any of the following conditions: (1) the Executive is
unable to render and perform substantially and continuously the Executive's
duties and services as required by this Agreement by reason of any medically
determinable physical or mental condition that is expected to result in death or
can reasonably be expected to last for a continuous period of not less than 12
months, (2) the Executive is determined to be disabled in accordance with a
disability income insurance program sponsored by the Corporation, provided the
definition of disability applied under such program complies with the
requirements of Section 409A of the Code, or (3) the Executive is determined to
be totally disabled by the Social Security Administration. Upon the request of
either party hereto following written notice to the other, the Disability of the
Executive in accordance with part (1) of the preceding sentence will be
determined by a medical doctor (the "Examining Doctor") who shall be selected as
follows: the Corporation and the Executive shall each select a medical doctor,
and those two medical doctors will select a third medical doctor who will be the
Examining Doctor. The determination of the Examining Doctor as to whether or not
the Executive has a Disability pursuant to part (1) of this Section 8(b), will
be binding on both parties hereto. For purposes of part (1) of this Section
8(b), the Executive must submit to a reasonable number of examinations by the
Examining Doctor, and the Executive hereby authorizes the disclosure and release
to the Corporation of such determination and the results of such examinations;
provided, however, if the Executive is not legally competent, the Executive's
legal guardian or duly authorized attorney-in-fact will act in the Executive's
stead under this Section 8(b) for the purposes of submitting the Executive to
examinations and providing any such authorizations of disclosure.
(c) Upon Notice. After the Term (as defined in Section 3 of this
Agreement), this Agreement may be terminated by (i) the Executive giving the
Corporation written notice of the intent to terminate at least 90 days prior to
the date on which this Agreement is due to automatically renew or (ii) the
Corporation giving the Executive written notice of the intent to terminate
either immediately or at some time in the future. Upon giving such notice the
parties shall meet and in good faith confer regarding Executive's work
responsibilities during the notice period. During the notice period following
either party's notice of intent to terminate the employment relationship
Executive agrees to use his best efforts to continue his work for the
Corporation and the Corporation will continue compensating Executive until his
termination date with his same pay and benefits as before the notice was given.
(d) Termination for "Good Cause". The Corporation may immediately
terminate this Agreement upon the delivery of a Notice of Termination (as
defined in Section 8(e) of this Agreement) to the Executive setting forth the
facts that indicate that an event constituting "Good Cause" has occurred, or on
such later date as may be set forth in such Notice of Termination. For purposes
of this Agreement, "Good Cause" shall mean: (1) Executive's gross negligence in
performing his duties hereunder for a continuous period of ten (10) business
days after receiving specific and detailed written notice from the Board of
Directors setting forth the actions or inactions that constitute the alleged
gross negligence as well as the corrective actions requested by the Board of
Directors to the Executive; (2) Executive's willful and continuous failure or
refusal to perform his duties hereunder for a period of thirty (30) days after
receiving specific and detailed written notice from the Board of Directors; (3)
Executive's intentional wrongful act or intentional wrongful failure to act that
materially and adversely affects the business affairs of the Corporation as
determined in good faith by the Board of Directors; or (4) Executive's
non-appealable judicial determination of, or conviction for, any act of fraud,
any commission of any felony other than a minor third degree felony such as a
moving traffic violation involving a DWI or a DUI conviction, a material breach
of any provision of this Agreement likely to cause material harm or damage to
the Corporation, Executive's intentional involvement in any material conflict of
interest or self-dealing transaction in violation of the applicable corporate
laws of the State of Texas, or other material breach of any of Executive's
quasi-fiduciary duties to the Corporation in violation of the applicable
corporate laws of the State of Texas (including, but not limited to, the duties
of due care, loyalty, and fair dealing) as determined in good faith by the Board
of Directors of the Corporation.
(e) Notice of Termination. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice (delivered in accordance with Section
14) that indicates the specific termination provision in this Agreement upon
which the party intending to terminate the Agreement is relying and sets forth
in reasonable detail the facts and circumstances that provide a basis for
termination of the Agreement under such termination provision.
9. Severance Benefits. In addition to any payments of Base Salary that are
due to the Executive pursuant to Section 5 of this Agreement, upon the
termination of this Agreement, the Corporation shall pay the Executive, or his
Designated Beneficiary (as defined in this Section 9), if at all, as follows:
(a) Termination upon Death or Disability. If this Agreement is
terminated in accordance with Section 8(a) or 8(b), the Corporation will pay to
the disabled Executive or to the Executive's Designated Beneficiary, as the case
may be, three months of the Executive's Base Salary at the time of his Death or
Disability. The Executive or the Executive's Designated Beneficiary also will be
entitled to receive the amount of incentive compensation, which the Executive
has earned through the termination of this Agreement as determined in good faith
by the Board of Directors. Further, any restricted stock grants which have been
made to the Executive pursuant to this Agreement, any other restricted stock
grants to the Executive, and any outstanding stock options granted to the
Executive shall become fully vested. Except to the extent otherwise provided in
this Section 9(a), the Executive or the Executive's Designated Beneficiary shall
have no right to receive, and the Corporation shall have no further obligation
to pay to the Executive, further monthly installments of compensation or
benefits set forth in Section 5 of this Agreement. For the purposes of this
Agreement, the Executive's "Designated Beneficiary" means such individual
beneficiary or trust, located at such address as the Executive may designate by
written notice to the Corporation from time to time or, if the Executive fails
to give written notice to the Corporation of such a beneficiary, the Executive's
estate; provided, however, that, notwithstanding the preceding clause of this
sentence, the Corporation shall have no duty under any circumstances to attempt
to open an estate on behalf of the Executive, to determine whether any
beneficiary designated by the Executive is alive, to determine the existence of
any trust, to determine whether any person or entity purporting to act as the
Executive's personal representative (or the trustee of a trust established by
the Executive) is duly authorized to act in that capacity, or to locate or
attempt to locate any beneficiary, personal representative, or trustee.
(b) Termination by the Corporation "Upon Notice". If this Agreement is
terminated by the Corporation in accordance with Section 8(c) of this Agreement,
the Corporation will continue to provide Executive with all the compensation and
benefits set forth in Section 5 of this Agreement after the termination for (i)
the remainder of the calendar year during which the termination occurs and (ii)
for the subsequent calendar year. Any Base Salary to which the Executive is
entitled under this Section 9(b) shall be paid in accordance with the
Corporation's normal payroll practices
(c) Termination by the Corporation for "Good Cause" or by the Executive
"Upon Notice". If this Agreement is terminated by the Corporation in accordance
with Section 8(d) of this Agreement or by the Executive in accordance with
Section 8(c) of this Agreement, the Executive will be entitled to receive solely
that portion of his Base Salary accrued by the Executive through the date on
which the Executive's employment is terminated. The Executive shall not receive,
and shall not be entitled to receive, any compensation or benefits thereafter,
except as otherwise required in accordance with federal or state law or the
terms of the plans or agreements governing the benefits provided hereunder. Any
Base Salary to which the Executive is entitled under this Section 9(c) shall be
paid in accordance with the Corporation's normal payroll practices.
(d) Release. No amount shall be payable to the Executive under Section
9(a) or 9(b) following the termination of this Agreement, unless the Executive
(or the Executive's Designated Beneficiary in the event of termination of
employment due to the Executive's death) signs and delivers to the Corporation a
General Release acceptable to and approved by the Corporation, and the
Corporation signs and delivers to Executive a substantially similar General
Release
10. Return of Property to The Corporation. Upon the termination of his
employment by the Corporation, Executive agrees to immediately provide the
Corporation with a written inventory of all Corporation-owned property in his
possession or under his control and to immediately return to the Corporation all
Corporation-owned property in his possession or control. After his termination
Executive will not retain copies of any documents or other property belonging to
the Corporation.
11. Required Notice. Executive agrees that prior to beginning any new
employment following the termination of his employment with the Corporation and
for one year thereafter, Executive will provide the Corporation with 10 business
days' written notice regarding Executive's new employment. The notice will
identify Executive's new employer, designate the position the Executive will
fill for the new employer.
12. Indemnity. To the fullest extent permitted by law, the Corporation
shall indemnify Executive and hold him harmless for any acts or decisions made
by him in good faith while performing services for the Corporation. In addition,
to the fullest extent permitted by law, the Corporation shall pay all expenses,
including attorneys' fees, actually and necessarily incurred by Executive in
connection with the defense of any action, suit or proceeding challenging such
acts of decisions and in connection with any appeal thereon including the costs
of settlement. This indemnification obligation shall survive the termination of
the Executive's employment hereunder.
13. Waiver of Breach of Violation Not Deemed Continuing. The waiver by
either party of a breach or violation of any provision of this Agreement shall
not operate as or be construed to be a waiver of any subsequent breach hereof.
14. Notices. Any and all notices required or permitted to be given under
this Agreement will be sufficient if furnished in writing, personally delivered
or sent by certified mail, return receipt requested as follows:
To Executive: Ron Johnson
1106 La Paloma Court
Southlake, Texas 76092
To the Corporation: Mortgage Assistance Center Corporation
2614 Main Street
Dallas, Texas 75226
15. Securities Law Compliance. The Executive represents and agrees that any
shares Executive receives under this Agreement are and shall be for Executive's
own account and with no intention of reselling or distributing the shares,
except as permitted under this Agreement and any applicable federal and state
securities laws. The Corporation shall have the right to take any actions it may
deem necessary or appropriate to ensure that the shares granted to the Executive
complies with applicable federal and state securities laws.
16. Tax Liability. The Corporation may withhold from any payment made
pursuant to this Agreement any federal, state or local taxes required to be
withheld from such payment. The Executive shall make such arrangements as may be
required or be satisfactory to the Corporation (in its sole discretion) for the
payment of any tax withholding obligations that arise in connection with the
granting of shares under this Agreement. The Corporation shall not be required
to issue any shares under this Agreement until such obligations are satisfied.
17. Governing Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of Texas. The parties hereto consent
to jurisdiction and venue in the Texas state courts in Dallas, Texas and United
States District Court for the Northern District of Texas, Dallas Division.
18. Section Headings. The Section headings contained in this Agreement are
for convenience only and shall in no manner be construed as a part of this
Agreement.
19. Entire Agreement. This Agreement supersedes all prior discussions and
agreements between the Corporation, any of its officers, directors, employees,
or agents, and Executive with respect to all mattes relating to the employment
by the Corporation of Executive and all other matters contained herein, and this
Agreement constitutes the sole and entire agreement with respect thereto. Any
representation, inducement, promise or agreement, whether oral or written,
between the Corporation, any of its officers, directors, employees, or agents,
and Executive, which is not embodied herein, shall be of no force or effect.
20. Successors and Assignors. This Agreement shall be binding upon, and
shall inure to the benefit of, the Corporation and Executive and the respective
heirs, personal and legal representatives, successors, and assigns of each.
21. Severability. If any term, covenant or condition of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable the remainder of this Agreement or the application of
such terms, covenants and conditions to persons or circumstances other than
those as to which it is held invalid or unenforceable shall be affected thereby
and each term, covenant or condition of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Corporation has hereunder caused this Agreement to
be executed by its duly authorized offices and seals to be hereunto affixed, and
Executive has hereunto set Executive's hand and seal, all being done in
duplicate originals delivered to each party as of the day and year first above
written.
ACKNOWLEDGED AND AGREED TO:
"EXECUTIVE":
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RON JOHNSON
"CORPORATION": MORTGAGE ASSISTANCE CENTER CORPORATION:
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By: (print name) Title:
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