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Kevin Villani Termination Protection Agreement

This is an actual contract by Imperial Credit Industries.

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EXHIBIT 10.28


TERMINATION PROTECTION AGREEMENT
--------------------------------


AGREEMENT effective January 27, 1999 between Imperial Credit Industries, Inc., a California Corporation (the "Company") and H. Wayne Snavely (the "Executive")


Executive, who is a senior executive of the Company, is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company and its affiliates. The Company believes that its best interests will be served if Executive is encouraged to remain with the Company. The Company has determined that the Company's ability to retain Executive as an employee will be significantly enhanced if Executive is provided with fair and reasonable protection from the potential effects of a change in ownership or control of the Company. Accordingly, the Company and Executive agree as follows:


1. Defined Terms.
-------------


Unless otherwise indicated, capitalized terms used in this Agreement which are defined in Schedule A shall have the meanings set forth in Schedule A.


2. Effective Date; Term.
--------------------


This Agreement shall commence on the date hereof (the "Effective Date") and shall continue in effect through December 31, 2000; provided, however, the term
-------- ------- of this Agreement shall automatically be extended for one additional year beyond 2000 and successive one year periods thereafter, unless, not later than January 30 of each calendar year, commencing in 2000, the Company shall have given notice that it does not wish to extend this Agreement for an additional year beyond such calendar year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that,
-------- ------- notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of 36 months beyond such Change in Control.


3. Change in Control Benefits.
--------------------------


If Executive's employment with the Company or its affiliates is terminated (a) at any time within the three years following a Change in Control by the Company or its affiliates without Cause or by Executive for Good Reason, or (b) by Executive for any reason during the 30 day period beginning on the first anniversary of a Change in Control (the effective date of any such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. If Executive's employment is terminated prior to a Change in Control at the request or suggestion of any individual or entity acquiring ownership and control of the Company, this Agreement shall become effective upon the subsequent occurrence of a Change in Control involving such acquirer, and Executive's Termination Date shall be deemed to have occurred immediately


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following the Change in Control, with the result that Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement.


A. Severance Benefits. Within five business days after the Termination
------------------
Date, the Company shall pay Executive a lump sum amount, in cash, equal to:


(i) three times the sum of:

(a) Executive's Base Salary, and

(b) Executive's highest Bonus earned in respect of any of the
last three Company fiscal years preceding the Change in
Control, and

(ii) Executive's Target Bonus multiplied by a fraction, the numerator
of which shall equal the number of days Executive was employed by the
Company or an affiliate in the calendar year in which the Termination
Date occurs and the denominator of which shall equal 365.


B. Continued Welfare Benefits. Until the third anniversary of the
--------------------------
Termination Date, the Company shall, at its expense, provide Executive with
medical, dental, life insurance, disability and accidental death and
dismemberment benefits at the highest level provided to Executive during
the period beginning immediately prior to the Change in Control and ending
on the Termination Date; provided, however, that if Executive becomes
-------- -------
employed by a new employer, the coverages provided by the Company pursuant
to this sentence shall become secondary to those coverages provided by the
new employer.


C. Payment of Accrued But Unpaid Amounts. Within five business days after
-------------------------------------
the Termination Date, (i) all deferred compensation (including any
deferrals and matches on those deferrals in the Company's Deferral of
Executive Compensation Plan I or the Company's Deferral of Executive
Compensation Plan II) shall become fully vested and (ii) the Company shall
pay Executive, in cash, (A) any unpaid portion of Executive's Bonus accrued
with respect to the full calendar year ended prior to the Termination Date;
and (B) all unpaid deferred compensation of Executive.


D. Effect on Existing Plans and Employment Agreements. All Change in
--------------------------------------------------
Control provisions applicable to Executive and contained in any plan,
program, agreement or arrangement maintained on the Effective Date (or
thereafter) by the Company or any affiliate (including, but not limited to,
any stock option or pension plan) shall remain in effect through the date
of a Change in Control (as altered by this Agreement), and for such period
thereafter as is necessary to carry out such provisions and provide the
benefits payable thereunder, and may not be altered in a manner which
adversely affects Executive without Executive's prior written approval. No
benefits shall be paid to Executive, however, under any severance plan
maintained generally for the employees of the Company or any affiliate if
Executive is eligible to receive benefits under this Section 3.
Notwithstanding the provisions of Section 4 hereof, any payments or
benefits


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provided under this Agreement shall be reduced by any payments or benefits
Executive receives as a result of his termination of employment under an
employment agreement between the Company or any affiliate and Executive (an
"Employment Agreement"). In addition, any non-competition or non-
solicitation covenant in an Employment Agreement or other agreement between
the Company or any affiliate and Executive shall lapse on the date of a
Change in Control.


E. Outplacement Counseling. For the three year period following the
-----------------------
Termination Date, the Company shall reimburse all reasonable expenses
incurred by Executive (up to 20% of Base Salary per year) for professional
outplacement services by qualified consultants selected by Executive.


4. Mitigation.
----------


A. Executive shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking other employment
or otherwise, and compensation earned from such employment or otherwise
shall not reduce the amounts otherwise payable under this Agreement. No
amounts payable under this Agreement shall be subject to reduction or
offset in respect of any claims which the Company (or any other person or
entity) may have against Executive.


5. Gross-Up.
--------


A. In the event that any payment or benefit received or to be received by
Executive pursuant to the terms of this Agreement (the "Contract Payment")
or in connection with Executive's termination of employment or contingent
upon a Change in Control of the Company pursuant to any plan or arrangement
or other agreement with the Company (or any affiliate) ("Other Payments"
and, together with the Contract Payments, the "Payments") would be subject
to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code,
as determined as provided below, the Company shall pay to Executive, at the
time specified in Section 5(B) below, an additional amount (the "Gross-Up
Payment") such that the net amount retained by Executive, after deduction
of the Excise Tax on the Payments and any federal, state and local income
or other tax and Excise Tax upon the payment provided for by this Section
5(A), and any interest, penalties or additions to tax payable by Executive
with respect thereto, shall be equal to the total value of the Payments at
the time such Payments are to be made. For purposes of determining whether
any of the Payments will be subject to the Excise Tax and the amounts of
such Excise Tax, (1) the total amount of the Payments shall be treated as
parachute payments" within the meaning of Section 280G(b)(2) of the Code,
and all "excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
except to the extent that, in the opinion of independent tax counsel
selected by the Company's independent auditors and reasonably acceptable to
Executive ("Tax Counsel"), a Payment (in whole or in part) does not
constitute a "parachute payment" within the meaning of Section 280G(b)(2)
of the Code, or such "excess parachute payments" (in whole or in part) are
not subject to the Excise


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Tax, (2) the amount of the Payments that shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the
Payments or (B) the amount of "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code (
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