exv10w5



 





Exhibit 10.5




EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made and entered into this 5th day of June 2007
(the “Effective Date”) between PMC Commercial Trust (the “Company”), and Ron Dekelbaum
(“Employee”). This Agreement replaces and supercedes any previous Agreements between the two
parties.



     WHEREAS, the Company wishes to employ Employee as of the Effective Date, pursuant to the terms
and conditions set forth below; and



     WHEREAS, Employee is likewise desirous of obtaining employment with the Company as of the
Effective Date, pursuant to the terms and conditions set forth below:




NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, this Agreement is hereby entered into as of the Effective Date as to
read as follows:



ADHERENCE TO RULES




          1. At all times during his employment with the Company, Employee agrees to strictly adhere to,
sign, acknowledge, and obey all the rules, regulations, handbooks, covenants, and policies, now in
effect or as subsequently modified, governing the conduct of employees of the Company.




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TERM OF EMPLOYMENT




          2. The term of Employee’s employment under this Agreement will begin upon execution of this
Agreement and will continue thereafter until May 1, 2008. The employment is at-will meaning the
Company or Employee can terminate the employment relationship at any time for any reason.




COMPENSATION OF EMPLOYEE




          3. Base Salary. During Employee’s employment with the Company, he shall receive his regular
Base Salary of $160,992 less required withholdings to federal, state, and local taxing authorities,
payable to Employee on a semi-monthly basis, or otherwise in accordance with Company’s then
applicable payroll procedures. Employee shall be entitled to participate in such benefit plans
currently in effect and maintained by the Company for its employees, in accordance with the terms
of such plans, as the same may be amended by the Company from time to time. The Company will pay
for health insurance for the Employee and make available health insurance for immediate family
members reimbursable by the Employee at the Company’s cost.




          4. Additional Compensation. Bonus compensation is at the discretion of the Chief Executive
Officer based on the direction from the Compensation Committee of the Board of Trust Managers.




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TERMINATION OF EMPLOYMENT




          5. Severance. In the event an Agreement is executed which results in a change of control or sale of the
company prior to May 1, 2008 which thereby results in the Employee’s termination or elimination of
the Employee’s position, the Employee will be paid severance in the amount of $160,992 paid within
10 days of termination less lawful deductions. In the event of the sale of all or substantially
all of the assets of the Company, it will be the responsibility of the Company to notify the
Purchaser or Purchasers of the obligations under this Agreement and to ensure that the Purchaser or
Purchasers will assume the obligations under this Agreement.




          6. Arbitration. If efforts to resolve a claim, dispute or controversy through dialogue are
determined by either party to be unsuccessful, then in that event, upon the written request of one
party served upon the other, any such claim, dispute or controversy shall be submitted to and
settled by arbitration in accordance with the Company’s arbitration policy.




MISCELLANEOUS




          7. Vacation. The employee shall be entitled to three weeks of paid vacation per year, which
shall be earned during the year.




          8. CLE/Bar License Fees. The Employee shall be reimbursed by the Company for
reasonable professional and continuing legal education fees not to exceed $3,000 in a
calendar year.




     This Agreement and any amendments hereto shall inure to the benefit of and be binding upon the
Company and its successors and assigns, and shall be binding upon Employee and his heirs,
executors, and legal representatives. This Agreement supersedes all other oral and written
agreements, understandings, and communications between Employee and the Company, any of its
Affiliates, or any of their respective shareholders, directors, officers, employees, agents



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or attorneys, and constitutes the entire agreement between the parties, with respect to the
employment of Employee. The parties acknowledge and agree that there are no agreements,
understandings, communications, representations or warranties with respect to such employment other
than those expressed in this Agreement.




     This Agreement and any amendments hereto shall be governed by and construed in accordance with
the laws of the State of Texas, without giving effect to the conflicts of laws provisions thereof.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.



	 	 	 	 	 	 	 
	EMPLOYEE:	 	PMC COMMERCIAL TRUST
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ron H. Dekelbaum
	 	By:
	 	/s/ Jan F. Salit
	 

	 	 
	 	 	 	 
	 

	 	Ron H. Dekelbaum
	 	Name:
	 	/s/ Jan F. Salit
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Executive Vice President
	 

	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	June 5, 2007
	 

	 	 	 	 	 	 






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