EXHIBIT 10.a
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is made as of this 12th day of
June, 1997 by and between Duck Ventures, Inc., an Arizona corporation, ("DV")
and Russell Grisanti, an individual, ("Grisanti").
RECITALS
A. DV is an Arizona corporation wholly owned by Ugly Duckling
Corporation, a Delaware corporation, ("UDC").
B. DV and UDC directly or indirectly own entities engaged in sales
and financing of used vehicles ("Vehicle Businesses").
C. One or more affiliates of DV and UDC ("Affiliates") may engage in
other businesses from time to time ("Affiliate Businesses").
D. DV and UDC seek to develop and expand their Vehicle Businesses and
Affiliate Businesses (collectively, "Businesses").
E. Grisanti has professional expertise and experience in the area of
the Businesses, including business operations, finance, consumer lending and
other commercial activities and seeks to use his professional expertise and
experience as an employee of DV and UDC and an officer of UDC for the benefit
of the Businesses.
F. DV seeks to employ Grisanti to work full-time for DV and UDC as an
employee and officer and to utilize his professional expertise and experience
in the Businesses under the terms and conditions stated herein.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. Unless otherwise defined above or herein, capitalized
terms used in this Agreement will have the meanings set forth below:
(a) "Company" shall mean DV, UDC, Champion Acceptance Corporation and/or
any of its or their current, former, or future, subsidiaries or affiliates.
(b) "Company Client(s)" shall mean those actual clients and customers of
Company and those active prospective clients or customers of Company handled,
serviced, or solicited at any time during the Term (as defined in Section 2).
(c) "Company Confidential Information" shall mean confidential, proprietary
information or trade secrets of Company, including, without limitation, the
following: (1) customer lists and customer information as compiled by Company,
including pricing, sale and contract terms and conditions, contract expirations,
and other compiled customer information; (2) Company's internal practices and
procedures; (3) Company's financial condition and financial results of
operation to the extent not generally available to the public; (4) information
relating to Company's strategic planning, sales, financing, insurance,
purchasing, marketing, promotion, distribution, and selling activities, whether
now existing, or acquired, developed, or made available anytime in the future
to or by Company; (5) all information which Company has a reasonable basis to
consider confidential or which is treated by Company as confidential; and (6)
any and all information having independent economic value to Company that is
not generally known to, and not readily ascertainable by proper means by,
persons who can obtain economic value from its disclosure or use. Grisanti
acknowledges that such information is Company Confidential Information whether
disclosed to or learned by Grisanti or originated by Grisanti during his
employment by Company. In the event that information is not clearly and
obviously publicly available, all information about Company and shall be
presumed to be confidential.
(d) "Termination" shall mean termination of Grisanti's employment with
Company pursuant to any of Sections 18 to 22 hereof.
2. Term of Agreement. This Agreement will be deemed to commence as
of June 15, 1997 and shall continue until the date that is two (2) years from
the date hereof, subject to the other provisions hereof ("Term"). Neither
party has any obligation to extend this Agreement beyond its Term. If a party
does not intend to extend this Agreement beyond its Term, then said party
shall notify the other of its intention not to extend by delivery of written
notice of its intention not to extend the Term by delivery of written notice
thereof twelve (12) months or more prior to the expiration date. If neither
party gives written notice of its intention not to extend this Agreement, then
this Agreement shall automatically extended for one additional year each June
15 and the Term shall continue on a year-to-year basis but subject to the
other provisions, including termination by either party, hereof.
3. Position with Company. During the Term, Grisanti shall serve as
Executive Vice President of Operations of UDC and shall hold such other
positions, responsibilities, duties and authorities as the board of directors
or officers of Company (collectively or singly, "Board") shall from time to
time direct. Grisanti shall devote his full time to the affairs of Company,
and shall faithfully and diligently perform all duties commensurate with such
position, including, without limitation, those duties reasonably requested by
the Board.
Grisanti shall be subject to and comply with all of Company's policies and
procedures, and shall comply with all applicable laws and the highest
standards of ethics.
4. Salary. Grisanti shall be entitled to receive an annual salary in
the amount of $170,000, payable in equal installments in accordance with
Company's general salary payment policies in effect during the Term
("Salary").
5. Vehicle Allowance. Grisanti shall receive a monthly vehicle
allowance in the amount of $500 per month payable in equal installments in
accordance with Company's general payment policy for allowances of this nature
for the period Grisanti is actually employed by Company (i.e., not for any
period of time after Grisanti's effective termination date of employment).
6. Option. Company shall grant Grisanti a non-qualified stock option
to acquire 100,000 shares of UDC's common stock, par value $.001 per share, in
accordance with the stock option agreement attached hereto as Exhibit A. Such
option shall be granted pursuant to UDC's Long-Term Incentive Plan ("Plan"), a
copy of which is attached hereto as Exhibit B. The option shall be granted by
the Compensation Committee of the Board at its next regularly scheduled
meeting to be held within the next 60 days and shall be granted at the closing
market price on the day before the meeting.
7. Moving Expense. Company shall pay for or reimburse Grisanti for
all reasonable and necessary actual expenses of moving the Grisanti personal
residence from California to the Phoenix, Arizona area; provided, however,
that said moving expenses shall not exceed $16,000.
8. Purchase of California Personal Residence. Company shall purchase
Grisanti's existing personal residence located in California ("Residence"),
including the real property and all fixtures and improvements thereon and
appurtenances incident thereto. The full purchase price paid by Company shall
equal Grisanti's "Basis" in the Residence. "Basis" as used herein means
Grisanti's original cost of purchasing the Residence, plus the cost of any
capital improvements hereto (provided any such improvement is evidenced by an
invoice or other appropriate supporting documentation). At close of escrow on
the Residence, Grisanti shall be paid the full purchase price by Company and
Company shall pay all costs of the sale, excluding any brokerage commissions.
The close of escrow shall occur on or before August 1, 1997, or on such later
date mutually agreed to between the parties. Company and Grisanti agree and
acknowledge that Company plans to resell the Residence after it purchases the
Residence from Grisanti. The parties further agree and acknowledge that upon
the purchase of the Residence by Company, all rights, interests and
obligations associated with the Residence shall be with Company, free and
clear of all liens. These rights, interests and obligations of Company,
include without limitation, the right of Company to resell the Residence for a
gain or a loss. Company and Grisanti agree that upon the resale of the
Residence in no event shall Grisanti have any (1) right or interest in any
gain or (2) obligation as to any loss.
9. Benefit Plans. Except as stated in this Section 9, Grisanti shall
be afforded the benefits identified in the Schedule of Benefits attached
hereto as Exhibit C (which shall be a summary of benefits only, the actual
benefits so summarized to be as stated in the relevant Company benefit
handbook, documents, etc.) and shall be entitled to participate in the Plan.
Commencing on July 1, 1997, Grisanti shall be insured by and included in the
group medical benefit plan, and the group life and accidental death &
dismemberment benefits policy maintained by Company for its employees. All
insurance benefits shall be provided under the terms and conditions stated in
the policies therefor and all deductibles, co-payments and other charges
payable by the insured thereunder shall be paid by Grisanti. Nothing herein
shall restrict Company's ability to terminate or modify any benefit plan or
arrangement.
10. Expenses. Company shall pay for or reimburse Grisanti for all
ordinary and necessary business expenses incurred or paid by Grisanti in
furtherance of Company's Businesses, subject to and in accordance with
Company's policies and procedures of general application in effect from time
to time.
11. Covenants of Employee. Grisanti hereby covenants and agrees
that, during the term of this Agreement and for a period of three (3) years
after the termination of Grisanti's employment with Company, Grisanti will
not:
(a) Engage, directly or indirectly, either as principal, partner,
joint venturer, consultant, agent, or proprietor or in any other manner
participate in the ownership (excluding ownership of less than 3% of the
outstanding capital stock of any publicly-held entity), management, operation,
or control of any person, firm, partnership, limited liability company,
corporation, or other entity which engages in the business of selling any
products or services, which are competitive with those products or services
offered or sold by Company within any state in which Company does business at
the point and time of Grisanti's termination from Company. The parties
acknowledge that Company's business is sub-prime financing and collection
activities related to used vehicles. Company acknowledges that this Section
11 does not prohibit or restrict Grisanti from working in: (1) other types of
businesses after his termination from Company (other types of businesses other
than the sub-prime financing and collection businesses related to used
vehicles, (e.g., the mortgage business, securities activities, collection work
in the manufacturing industry, etc.)); or (2) any other states that at the
time of Grisanti's termination Company is not doing business.
(b) Directly or indirectly solicit for employment any person who is
an employee of Company or any successor of Company, or directly or indirectly
solicit for employment any person who, as of the date hereof, is an employee
of Company or who thereafter becomes an employee of Company, unless Company
first terminates the employment of such employee or Company gives its written
consent to such employment or offer of employment.
(c) Call on or directly or indirectly solicit or divert or take away
from Company (including, without limitation, by divulging to any competitor or
potential competitor of Company) any person, firm, corporation, or other
entity who is or was a Company Client or whose identity is known to Grisanti
as one whom Company intends to solicit.
12. Confidentiality and Nondisclosure. It is understood that in the
course of Grisanti's employment with Company, Grisanti will become acquainted
with Company Confidential Information. Grisanti recognizes that Company
Confidential Information has been developed or acquired at great expense, is
proprietary to Company, and is and shall remain the exclusive property of
Company. Accordingly, Grisanti hereby covenants and agrees that he will not,
without the express written consent of Company, during Grisanti's employment
with Company and thereafter, disclose to others, copy, make any use of, or
remove from Company's premises any Company Confidential Information, except as
Grisanti's duties for Company may specifically require.
13. Acknowledgment; Relief for Violation. Grisanti hereby agrees
that the period of time provided for in Sections 11 and 12 and the territorial
restrictions and other provisions and restrictions set forth therein are
reasonable and necessary to protect Company and its successors and assigns in
the use and employment of the goodwill of the business conducted by Company.
Grisanti further agrees that damages cannot adequately or fully compensate
Company in the event of a violation of Section 11 or 12, and that, if such
violation should occur, injunctive relief shall be essential for the
protection of Company and its successors and assigns. Accordingly, Grisanti
hereby covenants and agrees that, in the event any of the provisions of
Sections 11 and 12 shall be violated or breached, Company shall be entitled to
obtain injunctive relief against Grisanti, without bond but upon due notice,
in addition to such further or other relief as may be available at equity or
law. Obtainment of such an injunction by Company shall not be considered an
election of remedies or a waiver of any right to assert any other remedies
which Company has at law or in equity. No waiver of any breach or violation
hereof shall be implied from forbearance or failure by Company to take action
thereon.
14. Extension During Breach. Grisanti agrees that the time period
described in Sections 11 and 12 shall be extended for a period equal to the
duration of any breach of this Agreement by Grisanti.
15. No Conflicts of Interest.
(a) During the period of Grisanti's employment with Company, Grisanti
will not engage in the same or a similar line of business as Company, or
directly or indirectly, serve, advise, or be employed by any individual, firm,
partnership, association, corporation, or other entity engaged in the same or
similar line of business.
(b) Grisanti is not a promoter, director, employee, or officer of, or
consultant to, nor will Grisanti become a promoter, director, employee, or
officer of, or consultant to, another company or other type of entity engaged
in the same business while employed by Company without first obtaining the
prior written approval of Company. Grisanti disclaims any such relationship
or position with any such business. Should Grisanti become a promoter,
director, employee, or officer of, or a consultant to, a business organized
for profit upon obtaining such prior written approval, Grisanti understands
that Grisanti has a continuing obligation to advise Company at such time of
any activity of Company or such other business that presents Grisanti with a
conflict of interest as an employee of Company.
(c) Should any matter of dealing in which Grisanti is involved, or
hereafter becomes involved, on his own behalf or as an employee of Company,
appear to present a possible conflict of interest under any Company policy
then in effect, Grisanti will promptly disclose the facts to Company's Chief
Executive Officer or President so that a determination can be made as to
whether a conflict of interest does exist. Grisanti will take whatever action
is requested of Grisanti by Company to resolve any conflict which it finds to
exist.
16. Return of Company Materials and Company Confidential Information.
Upon Termination, Grisanti shall promptly deliver to Company the originals and
all copies of any and all materials, documents, notes, manuals, or lists
(whether in hard copy or electronic or other form) containing or embodying
Company Confidential Information or relating directly or indirectly to the
business of Company in the possession or control of Grisanti.
17. No Agreement With Others. Grisanti represents, warrants, and
agrees that Grisanti is not a party to any agreement with any other person or
business entity, including former employers, that in any way affects
Grisanti's employment by Company or relates to the same subject matter of this
Agreement or conflicts with his obligations under this Agreement, or restricts
Grisanti's services to Company.
18. Termination for Cause. Either Company's Chief Executive Officer
or President shall have the right to terminate Grisanti for "Cause." "Cause"
as used herein means the occurrence of any of the following events, as
determined by the Board or Company's Chief Executive Officer or President, in
its or his reasonable discretion:
(a) Grisanti engages in gross misconduct or otherwise materially
breaches this Agreement;
(b) Grisanti fails to perform his duties, fails to follow any lawful
direction of the Board, or Company's Chief Executive Officer or President, or
violates any lawful rule or regulation established by Company from time to
time regarding the conduct of its business;
(c) Grisanti knowingly violates any law, rule or regulation
applicable to the business of Company;
(d) Grisanti is charged with or convicted of committing any felony or
any crime involving moral turpitude, or engages in conduct involving fraud,
dishonesty, embezzlement, theft, or engages in other conduct that is
detrimental to Company or that could reasonably be expected to have an adverse
impact on the standing or reputation of Grisanti, Company or the Businesses;
or
(e) Grisanti breached any material representation, warranty,
covenant, or agreement in this Agreement.
Upon a termination for Cause, Grisanti shall be entitled to receive only
such compensation and benefits as are due Grisanti through the effective
date of such termination.
19. Termination Upon Voluntary Resignation. In the event Grisanti
voluntarily resigns his employment with Company, Grisanti shall be entitled to
receive only such compensation and benefits as are due Grisanti through the
effective date of such resignation.
20. Termination Upon Death of Grisanti. If during the term of this
Agreement Grisanti dies, then this Agreement shall terminate and Company shall
pay to the estate of Grisanti only the compensation and benefits (including
any life insurance benefits provided to Grisanti's estate under Company's
standard policies as in effect) due Grisanti through the date of his death.
21. Termination Upon Disability of Grisanti. If during the term of
this Agreement Grisanti is unable to perform the services required of Grisanti
pursuant to this Agreement, with or without reasonable accommodation, for a
continuous period of thirty (30) days due to "Disability" (as defined below),
then Company shall have the right to terminate this Agreement at the end of
such thirty (30) day period by giving at least ten (10) days written notice to
Grisanti. Grisanti shall be entitled to receive only such compensation and
benefits as are due Grisanti through the effective date of such termination.
Grisanti shall be deemed to have a "Disability" for purposes of this Agreement
if Grisanti has any illness or other physical or mental condition which
renders him incapable of performing his customary and usual duties for
Company, or any medically determinable illness or other physical or mental
condition resulting from a bodily injury, disease or mental disorder which in
the judgment of the Board is permanent and continuous in nature. The Board
may require such medical or other evidence as it deems necessary to judge the
nature and permanency of Grisanti's condition.
22. Termination by Company Other than for Cause, Death, Disability,
or Voluntary Resignation. At any time after one (1) year Company, shall have
the right to terminate Grisanti's employment other than for Cause, death,
disability, or voluntary resignation upon thirty (30) days prior written
notice to Grisanti. In the event Company elects to terminate Grisanti for any
reason other than for Cause, death, disability, or voluntary resignation of
Grisanti, Grisanti shall be entitled to receive, as severance, an amount equal
to Grisanti's Salary for twelve (12) months after termination of Grisanti,
payable in equal installments in accordance with Company's general salary
payment policies, plus medical insurance/coverage under COBRA or otherwise.
The continuation of the Salary plus medical coverage for a limited time after
termination of Grisanti pursuant to this Section shall constitute a severance
or termination fee ("Termination Fee") and shall be the exclusive remedy of
Grisanti in connection with his termination of employment with Company. In
the event of termination of Grisanti under this Section, Grisanti shall not
receive nor be entitled to any additional compensation, bonus, or other form
of employee benefits from and after Grisanti's termination date.
23. Arbitration. Other than a breach or threatened breach of Sections
11 or 12 hereof, any dispute, controversy, or claim, whether contractual or non-
contractual, between the parties hereto arising directly or indirectly out of
or connected with Grisanti's employment by Company, this Agreement, or relating
to the breach or alleged breach of any representation, warranty, agreement, or
covenant under this Agreement, unless mutually settled by the parties hereto,
shall be resolved by binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). Any
arbitration shall be conducted by arbitrators approved by the AAA and mutually
acceptable to Company and Grisanti. All such disputes, controversies, or claims
shall be conducted by a single arbitrator, unless the dispute involves more
than $50,000 in the aggregate in which case the arbitration shall be conducted
by a panel of three arbitrators. If the parties hereto are unable to agree on
the arbitrator(s), then the AAA shall select the arbitrator(s). The resolution
of the dispute by the arbitrator(s) shall be final, binding, nonappealable,
and fully enforceable by a court of competent jurisdiction under the Federal
Arbitration Act. The arbitrator(s) shall award compensatory damages to the
prevailing party. Except as otherwise required by law, the arbitrator(s) shall
have no authority to award consequential or punitive or statutory damages, and
the parties hereby waive any claim to those damages to the fullest extent
allowed by law. The arbitration award shall be in writing and shall include
a statement of the reasons for the award. The arbitration shall be held in
Phoenix, Arizona. The arbitrator(s) shall award reasonable attorneys' fees
and costs to the prevailing party.
24. Severability; Reformation. In the event any court or arbiter
determines that any of the restrictive covenants in this Agreement, or any
part thereof, is or are invalid or unenforceable, the remainder of the
restrictive covenants shall not thereby be affected and shall be given full
effect, without regard to invalid portions. If any of the provisions of this
Agreement should ever be deemed to exceed the temporal, geographic, or
occupational limitations permitted by applicable laws, those provisions shall
be and are hereby reformed to the maximum temporal, geographic, or
occupational limitations permitted by law. In the event any court or arbiter
refuses to reform this Agreement as provided above, the parties hereto agree
to modify the provisions held to be unenforceable to preserve each party's
anticipated benefits thereunder.
25. Notices. All notices and other communications hereunder shall be
in writing and shall be sufficiently given if made by hand delivery, by
telecopier, or by registered or certified mail (postage prepaid and return
receipt requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by it by like notice):
If to Company: Duck Ventures, Inc.
c/o -- Ugly Duckling Corporation
2525 East Camelback Road, Suite 1150
Phoenix, Arizona 85016
Phone: (602) 852-6600
FAX: (602) 852-6656
Attn: Steven P. Johnson, Esq.
With a copy to: Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
Phone: (602) 382-6252
FAX: (602) 382-6070
Attn: Steven D. Pidgeon, Esq.
If to Grisanti: Mr. Russell Grisanti
28931 Glen Ridge
Mission Viejo, CA 92692
Phone: (714) 588-7470
FAX: (714) 837-9844
All such notices and other communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if delivered by mail;
and when receipt is acknowledged, if telecopied.
26. Counterparts. This Agreement may be executed in any number of
counterparts, and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute one and the same
agreement.
27. Governing Law. The validity, construction, and enforceability of
this Agreement shall be governed in all respects by the laws of the State of
Arizona, without regard to its conflict of laws rules. All judicial actions
relating to this Agreement shall be prosecuted in the Superior Courts of
Arizona as the court of exclusive jurisdiction and venue and the parties
hereby submit themselves to the personal jurisdiction of said court.
28. Assignment. This Agreement shall not be assigned by operation of
law or otherwise, except that Company may assign all or any portion of its
rights under this Agreement to any wholly-owned subsidiary or other
wholly-owned entity, but no such assignment shall relieve Company of its
obligations hereunder, and that this Agreement may be assigned by operation of
law to any corporation or entity with or into which Company may be merged or
consolidated or to which Company transfers all or substantially all of its
assets, if such corporation or entity assumes this Agreement and all
obligations and undertakings of Company hereunder.
29. Further Assurances. At any time on or after the date hereof, the
parties hereto shall each perform such acts, execute and deliver such
instruments, assignments, endorsements and other documents and do all such
other things consistent with the terms of this Agreement as may be reasonably
necessary to accomplish the transaction contemplated in this Agreement or
otherwise carry out the purpose of this Agreement.
30. Gender, Number and Headings. The masculine, feminine, or neuter
pronouns used herein shall be interpreted without regard to gender, and the
use of the singular or plural shall be deemed to include the other whenever
the context so requires.
31. Waiver of Provisions. The terms, covenants, representations,
warranties, and conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of any party
at any time to require performance of any provisions hereof shall, in no
manner, affect the right at a later date to enforce the same. No waiver by
any party of any condition, or breach of any provision, term, covenant,
representation, or warranty contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as
a further or continuing waiver of any such condition or of the breach of any
other provision, term, covenant, representation, or warranty of this
Agreement.
32. Attorneys' Fees and Costs. If any legal action or any arbitration
or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees, accounting fees, and other costs incurred in that action or proceeding,
in addition to any other relief to which it or they may be entitled.
33. Section and Paragraph Headings. The Article and Section headings
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
34. Amendment. This Agreement may be amended only by an instrument
in writing executed by all parties hereto.
35. Expenses. Except as otherwise expressly provided herein, each
party shall bear its own expenses incident to this Agreement and the
transactions contemplated hereby, including without limitation, all fees of
counsel, consultants, and accountants.
36. Entire Agreement. This Agreement constitutes and embodies the
full and complete understanding and agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior understandings
or agreements, whether oral or in writing.
37. Withholding. Grisanti acknowledges and agrees that payments made
to Grisanti by Company pursuant to the terms of this Agreement may be subject
to tax withholding and that Company may withhold against payments due Grisanti
any such amounts as well as any other amounts payable by Grisanti to Company.
38. Release. Receipt of any of the benefits to be provided to Grisanti
under this Agreement following termination of Grisanti's employment hereunder
shall be subject to Grisanti's compliance with any reasonable and lawful
policies or procedures of Company relating to employee severance including the
execution and delivery by Grisanti of a release reasonably satisfactory to
Company of any and all claims that Grisanti may have against Company or any
related person, except for the continuing obligations provided herein, and an
agreement that Grisanti shall not disparage Company.
39. Negotiations and Integration. The terms and provisions of this
Agreement represent the results of negotiations between the parties, neither
of which have acted under duress or compulsion, whether legal, economic or
otherwise. This Agreement is entered into after full investigation, neither
party relying upon any statements or representations made by the other not
embodied in this Agreement. Except for the specific terms, conditions,
covenants and agreements found herein, the terms and conditions of Grisanti's
employment and related relationship with Company shall be the same as those
generally applicable to all employees of Company who do not have separate
employment agreements with Company.
40. Indemnification. Grisanti shall indemnify and hold harmless
Company and its officers, directors and shareholders for and against any
liability, loss or damage incurred by Company or its officers, directors or
shareholders as a result of Grisanti's breach of or default under this
Agreement. Company shall indemnify and hold harmless Grisanti for and against
any liability, loss or damage incurred by Grisanti as a result of Company's,
breach of or default under this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement or
caused this Agreement to be duly executed on their respective behalf, by their
respective officers thereunto duly authorized, all as of the day and year
first above written.
EMPLOYEE
By: /s/ Russell Grisanti
Name: Russell Grisanti
Its: Employee
DUCK VENTURES, INC.
By: /s/Ernest Garcia II
Name: Ernest Garcia II
Its: Director
UGLY DUCKLING CORPORATION
(In approval of Sections 3 and 6, only)
By: /s/Ernest Garcia II
Name: Ernest Garcia II
Its: CEO
[Exhibits to this Agreement not included]
[dv.pm.grisanti.doc]